F-4/A

As filed with the Securities and Exchange Commission on December 21, 2012

Registration No. 333-185285

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Reynolds Group Holdings Limited

New Zealand	2673	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer Inc.

Delaware	2673	27-1086981
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer LLC

Delaware	2673	27-1087026
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer (Luxembourg) S.A.

Luxembourg	2673	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

(See table of additional registrants on following page.)

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

+1 (847) 482-2409

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

(804) 281-2630

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Steven J. Slutzky, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the “Securities Act,” check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	ProposedAggregate Offering Price Per Note(1)	Amount of Registration Fee
5.750% Senior Secured Notes due 2020	$3,250,000,000	$3,250,000,000	$443,300(2)
Guarantees of 5.750% Senior Secured Notes due 2020(3)	$3,250,000,000	—	None(4)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act.

(2) Previously paid.

(3) See the following page for a table of guarantor registrants.

(4) Pursuant to Rule 457(n) promulgated under the Securities Act, no separate filing fee is required for the guarantors.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Whakatane Mill Australia Pty Limited	Australia	Not Applicable
SIG Austria Holding GmbH	Austria	Not Applicable
SIG Combibloc GmbH	Austria	Not Applicable
SIG Combibloc GmbH & Co KG	Austria	Not Applicable
Closure Systems International (Brazil) Sistemas de Vedação Ltda.	Brazil	Not Applicable
SIG Beverages Brasil Ltda.	Brazil	Not Applicable
SIG Combibloc do Brasil Ltda.	Brazil	Not Applicable
CSI Latin American Holdings Corporation	The British Virgin Islands	Not Applicable
Graham Packaging PX Company	California	95-3571918
Graham Packaging PX, LLC	California	95-3585385
Evergreen Packaging Canada Limited	Canada	Not Applicable
Pactiv Canada Inc.	Canada	Not Applicable
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Costa Rica	Not Applicable
Bakers Choice Products, Inc.	Delaware	54-1440852
BCP/Graham Holdings L.L.C.	Delaware	52-2076130
Blue Ridge Holding Corp.	Delaware	13-4058526
Blue Ridge Paper Products Inc.	Delaware	56-2136509
Closure Systems International Americas, Inc.	Delaware	13-4307216
Closure Systems International Holdings Inc.	Delaware	77-0710458
Closure Systems International Inc.	Delaware	25-1564055
Closure Systems International Packaging Machinery Inc.	Delaware	25-1533420
Closure Systems Mexico Holdings LLC	Delaware	74-3242904
CSI Mexico LLC	Delaware	74-3242901
CSI Sales & Technical Services Inc.	Delaware	77-0710454
Evergreen Packaging Inc.	Delaware	20-8042663
Evergreen Packaging USA Inc.	Delaware	76-0240781
Evergreen Packaging International (US) Inc.	Delaware	33-0429774
GPACSUB LLC	Delaware	26-1127569
GPC Capital Corp. I	Delaware	23-2952403
GPC Capital Corp. II	Delaware	23-2952404
GPC Opco GP LLC	Delaware	23-2952405
GPC Sub GP LLC	Delaware	23-2952400
Graham Packaging Acquisition Corp.	Delaware	75-3168236
Graham Packaging Company Inc.	Delaware	52-2076126
Graham Packaging Company, L.P.	Delaware	23-2786688
Graham Packaging LC, L.P.	Delaware	36-3735725
Graham Packaging LP Acquisition LLC	Delaware	27-3420362
Graham Packaging PET Technologies Inc.	Delaware	06-1088896

Exact Name of Additional Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Graham Packaging Plastic Products Inc.	Delaware	95-2097550
Graham Packaging PX Holding Corporation	Delaware	59-1748223
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397
Graham Packaging GP Acquisition LLC	Delaware	27-3420526
GPC Holdings LLC	Delaware	45-2814255
Pactiv Germany Holdings, Inc.	Delaware	36-4423878
Pactiv International Holdings Inc.	Delaware	76-0531623
Pactiv LLC	Delaware	36-2552989
Pactiv Management Company LLC	Delaware	36-2552989
Pactiv Packaging Inc.	Delaware	74-3183917
PCA West Inc.	Delaware	76-0254972
RenPac Holdings Inc.	Delaware	45-3464426
Reynolds Consumer Products Holdings LLC	Delaware	77-0710450
Reynolds Consumer Products Inc.	Delaware	77-0710443
Reynolds Group Holdings Inc.	Delaware	27-1086869
Reynolds Manufacturing, Inc.	Delaware	45-3412370
Reynolds Presto Products Inc.	Delaware	76-0170620
Reynolds Services Inc.	Delaware	27-0147082
SIG Combibloc Inc.	Delaware	56-1374534
SIG Holding USA, LLC	Delaware	22-2398517
Closure Systems International Deutschland GmbH	Germany	Not Applicable
Closure Systems International Holdings (Germany) GmbH	Germany	Not Applicable
Omni-Pac Ekco GmbH Verpackungsmittel	Germany	Not Applicable
Omni-Pac GmbH Verpackungsmittel	Germany	Not Applicable
Pactiv Deutschland Holdinggesellschaft mbH	Germany	Not Applicable
SIG Beteiligungs GmbH	Germany	Not Applicable
SIG Beverages Germany GmbH	Germany	Not Applicable
SIG Combibloc GmbH	Germany	Not Applicable
SIG Combibloc Holding GmbH	Germany	Not Applicable
SIG Combibloc Systems GmbH	Germany	Not Applicable
SIG Combibloc Zerspanungstechnik GmbH	Germany	Not Applicable
SIG Euro Holding AG & Co. KGaA	Germany	Not Applicable
SIG Information Technology GmbH	Germany	Not Applicable
SIG International Services GmbH	Germany	Not Applicable
SIG Asset Holdings Limited	Guernsey	Not Applicable
Closure Systems International (Hong Kong) Limited	Hong Kong	Not Applicable
SIG Combibloc Limited	Hong Kong	Not Applicable
CSI Hungary Manufacturing and Trading Limited Liability Company	Hungary	Not Applicable
Closure Systems International Holdings (Japan) KK	Japan	Not Applicable
Closure Systems International Japan, Limited	Japan	Not Applicable

Exact Name of Additional Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Southern Plastics Inc.	Louisiana		72-0631453
Beverage Packaging Holdings (Luxembourg) I S.A.	Luxembourg		Not Applicable
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	Luxembourg		Not Applicable
Beverage Packaging Holdings (Luxembourg) IV S.à r.l.	Luxembourg		98-1033229
Beverage Packaging Holdings (Luxembourg) V S.A.	Luxembourg		Not Applicable
Evergreen Packaging (Luxembourg) S.à r.l.	Luxembourg		Not Applicable
Bienes Industriales del Norte, S.A. de C.V.	Mexico		Not Applicable
CSI en Ensenada, S. de R.L. de C.V.	Mexico		Not Applicable
CSI en Saltillo, S. de R.L. de C.V.	Mexico		Not Applicable
CSI Tecniservicio, S. de R.L. de C.V.	Mexico		Not Applicable
Evergreen Packaging Mexico, S. de R.L. de C.V.	Mexico		Not Applicable
Grupo Corporativo Jaguar, S.A. de C.V.	Mexico		Not Applicable
Grupo CSI de Mexico, S. de R.L. de C.V.	Mexico		Not Applicable
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Mexico		Not Applicable
Pactiv Mexico, S. de R.L. de C.V.	Mexico		Not Applicable
Reynolds Metals Company de Mexico, S. de R.L. de C.V.	Mexico		Not Applicable
Técnicos de Tapas Innovativas, S.A. de C.V.	Mexico		Not Applicable
Servicios Industriales Jaguar, S.A. de C.V.	Mexico		Not Applicable
Servicio Terrestre Jaguar, S.A. de C.V.	Mexico		Not Applicable
Closure Systems International B.V.	The Netherlands		Not Applicable
Evergreen Packaging International B.V.	The Netherlands		Not Applicable
Reynolds Consumer Products International B.V.	The Netherlands		Not Applicable
Reynolds Packaging International B.V.	The Netherlands		Not Applicable
Whakatane Mill Limited	New Zealand		Not Applicable
BRPP, LLC	North Carolina		56-2206100
International Tray Pads & Packaging, Inc.	North Carolina		56-1783093
Graham Packaging Minster LLC	Ohio		56-2595198
Graham Packaging Holdings Company	Pennsylvania		23-2553000
Graham Recycling Company, L.P.	Pennsylvania		23-2636186
SIG allCap AG	Switzerland		Not Applicable
SIG Combibloc Group AG	Switzerland		Not Applicable
SIG Combibloc Procurement AG	Switzerland		Not Applicable
SIG Combibloc (Schweiz) AG	Switzerland		Not Applicable
SIG Schweizerische Industrie-Gesellschaft AG	Switzerland		Not Applicable
SIG Technology AG	Switzerland		Not Applicable
SIG Combibloc Ltd.	Thailand		Not Applicable
Closure Systems International (UK) Limited	United Kingdom		Not Applicable
IVEX Holdings, Ltd.	United Kingdom		Not Applicable
J. & W. Baldwin (Holdings) Limited	United Kingdom		Not Applicable
Kama Europe Limited	United Kingdom		Not Applicable
Omni-Pac U.K. Limited	United Kingdom		Not Applicable
Reynolds Consumer Products (UK) Limited	United Kingdom		Not Applicable

Exact Name of Additional Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Reynolds Subco (UK) Limited	United Kingdom	Not Applicable
SIG Combibloc Limited	United Kingdom	Not Applicable
The Baldwin Group Limited	United Kingdom	Not Applicable
Graham Packaging West Jordan, LLC	Utah	04-3642518

* The address and telephone number for each of the additional registrants is c/o Reynolds Group Holdings Limited, Level Nine, 148 Quay Street, Auckland 1010 New Zealand, Attention: Joseph Doyle, telephone: +1 (847) 482-2409. The name and address, including zip code, of the agent for service for each additional registrant is Reynolds Group Issuer Inc. c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, telephone: (804) 281-2630.

The information contained in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 21, 2012

PROSPECTUS

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Offer to Exchange

$3,250,000,000 Outstanding 5.750% Senior Secured Notes due 2020

(the “old notes”) and Related Guarantees for

$3,250,000,000 Registered 5.750% Senior Secured Notes due 2020

(the “new notes”) and Related Guarantees

Reynolds Group Issuer Inc., or the “US Issuer,” Reynolds Group Issuer LLC, or the “US Co-Issuer,” and Reynolds Group Issuer (Luxembourg) S.A., or the “Lux Issuer,” which collectively we refer to as the “Issuers,” are offering to exchange the old notes, as defined in this prospectus, for a like principal amount of new notes, as defined in this prospectus.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that, among other differences, the new notes are registered under the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” and the transfer restrictions and registration rights relating to the old notes will not apply to the new notes. The old notes and the new notes are joint and several obligations of the Issuers. The new notes will be issued under the same indenture governing the old notes. See “Description of the Senior Secured Notes — General.”

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2013, which date and time we refer to as the “expiration date,” unless the Issuers extend the expiration date, in which case “expiration date” means the latest date and time to which the exchange offer is extended. You should read the section called “The Exchange Offer” for further information on how to exchange your old notes for new notes.

The old notes are, and the new notes will be, guaranteed (subject to certain customary guarantee release provisions set forth in the indenture governing the notes), on a joint and several basis, by Reynolds Group Holdings Limited, or “RGHL,” Beverage Packaging Holdings (Luxembourg) I S.A., or “BP I,” and certain of BP I’s subsidiaries that, subject to certain exceptions, are borrowers under or guarantee the Senior Secured Credit Facilities (as defined herein) of RGHL, BP I and certain subsidiaries of BP I, which collectively we refer to as the “guarantors.” Each guarantor is 100% owned by RGHL. The registration statement, of which this prospectus forms a part, registers the guarantees as well as the notes. The notes and the related guarantees are senior obligations of the Issuers and the guarantors and are secured on a first lien priority basis by existing and future assets of certain of the guarantors, including RGHL and certain of its subsidiaries, as described in this prospectus. In the event of enforcement of the liens securing the notes, the proceeds thereof will be applied (subject to repaying certain agent and transfer fees and costs of enforcement) first to repay on a ratable basis the notes and other indebtedness secured on a first lien priority basis by those liens, including under BP I’s and its subsidiaries’ senior secured credit facilities. The priority of all liens securing the notes and the related guarantees is subject to certain exceptions and prior permitted liens.

See “Risk Factors” beginning on page 44 for a discussion of risk factors that you should consider prior to tendering your old notes in the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the expiration date, they will make this prospectus available to any exchanging dealer or initial purchaser and for a period of 90 days after the expiration day to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2012

NOTICE TO EEA INVESTORS

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) there shall be no offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of notes may be made to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances which do not require the publication by the Issuers or any guarantor of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

For the purposes of this provision, (a) the expression an “offer of notes to the public” in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (b) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and (c) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

NOTICE TO CERTAIN NON-U.S. INVESTORS

Austria.    The notes may be offered and sold in the Republic of Austria only in accordance with the provisions of Capital Markets Act (Kapitalmarktgesetz), the Banking Act (Bankwesengesetz), the Securities Supervision Act 2007 (Wertpapieraufsichtsgesetz 2007) of Austria and any other applicable Austrian law governing the offer and sale of the notes in the Republic of Austria. The notes have not been admitted for a public offer in Austria either under the provisions of the Capital Markets Act (Kapitalmarktgesetz), or the Investment Funds Act (Investmentfondsgesetz) or the Stock Exchange Act (Börsegesetz). Neither this document nor any other document in connection with the notes is a prospectus according to the Capital Markets Act (Kapitalmarktgesetz), the Stock Exchange Act (Börsegesetz) or the Investment Funds Act (Investmentfondsgesetz) and has therefore not been drawn up, audited, approved, pass-ported and/or published in accordance with the aforesaid acts. Consequently, the notes may not be, and are not being, offered, re-sold or otherwise transferred directly or indirectly by way of a public offering in the Republic of Austria. No steps may be taken that would constitute a public offer of the notes in Austria and the offer of the notes may not be advertised publicly in the Republic of Austria.

Brazil.    The notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or the CVM. The notes may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. The notes are not being offered into Brazil. Documents relating to the offering of the notes, as well as information contained therein, may not be supplied to the public in Brazil, nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil.

Denmark.    This prospectus does not constitute a prospectus under Danish law or regulations and has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other regulatory

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authority in Denmark, and the notes have not been and are not intended to be listed on a Danish stock exchange or a Danish authorized market place. Furthermore, the notes have not been and will not be offered to the public in Denmark. Consequently, this prospectus may not be made available nor may the notes otherwise be marketed or offered for sale directly or indirectly in Denmark, except to qualified investors within the meaning of, or otherwise in compliance with an exemption set forth in, Executive Order No. 306 of April 28, 2005.

France.    The notes have not been and will not be offered or sold, directly or indirectly, to the public in France (offre au public de titres financiers), and no offering or marketing materials relating to the notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.

The notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) and/or to a limited group of investors (cercle restreint d’investisseurs) as defined in and in accordance with articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier and article 211-2 of the Règlement Général of the French financial market authority (Autorité des Marchés Financiers).

Prospective investors are informed that:

• this prospectus has not been submitted for clearance to the Autorité des Marchés Financiers;

• in compliance with article D.411-1 of the French Code monétaire et financier, any investors subscribing for the notes should be acting for their own account; and

• the direct and indirect distribution or sale to the public of the notes acquired by them may only be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et financier.

Germany.    The notes may be offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz, WpPG) and any other applicable German law. This prospectus has not been and will not be filed with or approved by the German Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) or any other regulatory authority in Germany, and the notes have not been and will not be admitted for public offering in Germany. Consequently, in Germany the notes will only be available to, and this prospectus and any other offering material in relation to the notes is directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act. Any resale of the notes in Germany may only be made in accordance with the Securities Prospectus Act and other applicable German laws.

Hungary.    The offering of the notes is not a public offering in Hungary. Therefore, no license has been or will be issued by the Hungarian Financial Supervisory Authority or any other authority for the public offering of the notes in Hungary. Any marketing, subsequent transfer or on-sale of the notes must be carried out in accordance with the private placement exemptions of the Capital Markets Act (Act CXX of 2001) and any other applicable Hungarian law.

Ireland.    This document does not comprise a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland, the Prospectus (Directive 2003\71\EC) Regulations 2005 of Ireland or the Prospectus Rules issued by the Central Bank of Ireland in March 2006. No person may: (i) underwrite the issue of, or place, the notes, otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof, and the provisions of the Investor Compensation Act 1998; (ii) underwrite the issue of, or place, the notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-2003 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and (iii) underwrite the issue of, or place, or otherwise act in Ireland in respect of, the notes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by The Central Bank of Ireland pursuant thereto.

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Italy.    The offering of the notes has not been cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian Securities Exchange Commission), pursuant to Italian securities legislation and, accordingly, in the Republic of Italy the notes may not be offered, sold or delivered, nor may copies of the prospectus or of any other document relating to the notes be distributed in the Republic of Italy, except:

• to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998 (“Regulation 11522”), as amended; or

• in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Financial Services Act”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended; and

provided, however, that any such offer, sale or delivery of notes or distribution of copies of this prospectus or any other document relating to the notes in the Republic of Italy is:

• made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993, the Financial Services Act, Regulation 11522 and any other applicable laws and regulations; and

• in compliance with any and all other applicable laws and regulations.

Grand Duchy of Luxembourg.    The notes may not be offered or sold within the territory of the Grand Duchy of Luxembourg unless:

• a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier in accordance with the Law of July 10, 2005 on prospectuses for securities as amended from time to time (the “Prospectus Law”) and implementing the Prospectus Directive, as amended by the Law of July 3, 2012 which has implemented in Luxembourg law the 2010 PD Amending Directive; or

• if Luxembourg is not the home member State, the Commission de Surveillance du Secteur Financier has been notified by the competent authority in the home member state that the prospectus has been duly approved in accordance with the Prospectus Directive and the 2010 PD Amending Directive; or

• the offer is made to “qualified investors” as described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments, and persons or entities who are, on request, treated as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognized as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients; or

• the offer benefits from any other exemption to, or constitutes a transaction otherwise not subject to, the requirement to publish a prospectus.

Spain.    The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre de 2005, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended and restated, and the decrees and regulations made thereunder. The notes may not be sold, offered or distributed to persons in Spain except in circumstances which do not constitute an offer of securities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation. This prospectus has not been registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and therefore it is not intended for the offering or sale of the notes in Spain.

Switzerland.    The notes may be offered in Switzerland on the basis of a private placement and not as a public offering. The notes will neither be listed on the SIX Swiss Exchange or any other stock exchange or regulated trading facility in Switzerland, nor are they subject to Swiss Law. This prospectus does not constitute a prospectus within the meaning of Art. 1156 of the Swiss Federal Code of Obligations, Art. 27, et seq. of the Listing Rules of the SIX Swiss Exchange or the listing rules of any other stock exchange or regulated trading

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facility in Switzerland, and does not comply with the Directive for notes of Foreign Borrowers of the Swiss Bankers Association. Neither this document nor any other offering or marketing material relating to the notes or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering of the notes, the Issuers or the notes have been or will be registered with the Swiss Financial Market Supervisory Authority (FINMA) or any other Swiss authority for any purpose whatsoever.

United Kingdom.    The notes may not be offered or sold and will not be offered or sold to any persons in the United Kingdom other than persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses and in compliance with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done in relation to the notes in, from or otherwise involving the United Kingdom.

In addition, no person may communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who do not have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Issuers or any guarantor. The offering of the notes has complied with and will comply with all applicable provisions of FSMA with respect to anything done in, from or otherwise involving the United Kingdom.

MARKET DATA

We operate in markets for which it is difficult to obtain precise and current industry and market information. All statements made in this prospectus regarding our position in the markets in which we operate, including market data, certain economics data and forecasts, were estimated or derived based upon assumptions we deem reasonable and from our own research, surveys or studies conducted by third parties, and other industry or general publications. There is no single third party source for any of our market shares or total market size. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable. While we believe that each of these studies and publications is reliable, we have not independently verified data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, we believe our internal research with respect to our markets is reliable, but it has not been verified by any independent sources. Historical data on the food and beverage packaging manufacturing market do not have a universally recognized authoritative source.

In addition, in many cases we have made statements in this prospectus regarding our markets and our position in such markets based on our experience and investigation of market conditions. None of our internal surveys or information has been verified by any independent sources.

TRADEMARKS

As used in this prospectus, Combibloc^®, Combifit^TM, Combishape^®, Diamond^®, Evergreen Packaging^®, Kordite^®, Presto^®, Reynolds^®, Reynolds Wrap^®, Hefty^®, Hefty^® Baggies^®, Hefty^® Cinch Sak^®, Hefty^® EZ Foil^®, Hefty^® Odor Block^®, Hefty^® OneZip^®, Hefty^® The Gripper^®, Hefty^® Zoo Pals^®, Monosorb^®, SurShot^®, Escape^®, G-Lite^® and SlingShot^TM are trademarks of our different businesses. This prospectus also refers to brand names, trademarks or service marks of other companies. All brand names and other trademarks or service marks cited in this prospectus are the property of their respective holders.

We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representation about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy

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securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

In making an investment decision, investors must rely on their own examination of our business and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

In connection with the exchange offer, we have filed with the Securities and Exchange Commission, or the “SEC,” a registration statement on Form F-4, under the Securities Act, relating to the new notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus does not contain all the information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

The public may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. The SEC’s Internet address is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the registration statement relating to the exchange offer and other information that we file with the SEC at no cost by calling us or writing to us at the following address:

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

+1 (847) 482 2409

In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you must make your investment decision or at the latest by                     , 2013.

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TABLE OF CONTENTS

	Page
NOTICE TO EEA INVESTORS		i
NOTICE TO CERTAIN NON-U.S. INVESTORS		i
MARKET DATA		iv
TRADEMARKS		iv
SUMMARY		1
RISK FACTORS		44
SPECIAL NOTE  OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS		80
THE EXCHANGE OFFER		82
THE TRANSACTIONS		90
USE OF PROCEEDS		96
SELECTED HISTORICAL CONSOLIDATED AND HISTORICAL COMBINED FINANCIAL DATA		97
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		102
OPERATING AND FINANCIAL REVIEW AND PROSPECTS		126
BUSINESS		205
MANAGEMENT		239

	Page
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		243
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS AND INTERCREDITOR AGREEMENTS		253
DESCRIPTION OF THE SENIOR SECURED NOTES		273
TAX CONSIDERATIONS		373
PLAN OF DISTRIBUTION		375
VALIDITY OF THE SECURITIES		376
EXPERTS		376
WHERE YOU CAN FIND MORE INFORMATION		377
ENFORCEMENT OF CIVIL LIABILITIES		378
CERTAIN INSOLVENCY AND OTHER LOCAL LAW CONSIDERATIONS		395
GLOSSARY OF SELECTED TERMS		447
ANNEX A		450
INDEX TO THE FINANCIAL STATEMENTS		F-1

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including “Summary — Presentation of Financial Information,” “Risk Factors,” “Special Note of Caution Regarding Forward-Looking Statements,” and “Operating and Financial Review and Prospects.”

In this prospectus, unless otherwise indicated or the context otherwise requires (a) references to “we,” “us” or “our” are to RGHL and its consolidated subsidiaries, (b) references to “Graham Packaging” are to Graham Packaging Company Inc. and, unless the context otherwise requires, its consolidated subsidiaries and (c) references to the “RGHL Group” are to RGHL and its consolidated subsidiaries. We describe the six segments that comprise the RGHL Group following the consummation of the Graham Packaging Acquisition ((i) our aseptic carton packaging segment, or “SIG,” (ii) our fresh carton packaging, liquid packaging board, carton board and freesheet segment, or “Evergreen,” (iii) our caps and closures segment, or “Closures,” (iv) our consumer products segment, or “Reynolds Consumer Products,” (v) our foodservice packaging segment, or “Pactiv Foodservice,” and (vi) our custom blow molded plastic container segment, or “Graham Packaging”) as if they were the RGHL Group’s segments for all historical periods described in this prospectus, unless otherwise indicated.

For a discussion of the terms used to describe our transactions (e.g. “November 2012 Refinancing Transactions,” “September 2012 Refinancing Transactions,” “February 2012 Refinancing Transactions,” “Graham Packaging Change of Control Offer,” “Graham Packaging Acquisition,” “Dopaco Acquisition,” “2011 Refinancing Transactions,” “Pactiv Acquisition,” “Reynolds Foodservice Acquisition,” “Evergreen Acquisition,” “RGHL Acquisition,” “SIG Acquisition” and “Initial Evergreen Acquisition”), refer to “The Transactions.”

For ease of reference, you may also refer to the “Glossary of Selected Terms” for many of the defined terms used in this prospectus. Certain other terms used herein have the meanings indicated within this prospectus.

Our Company

We are a leading global manufacturer and supplier of consumer, beverage and foodservice packaging products. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments.

Our Segments

We operate through six segments: SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging.

SIG Overview

SIG is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. Aseptic carton packaging, most prevalent in Europe and Asia, is designed to allow beverages or liquid food to be stored for extended periods of time without refrigeration. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services. SIG has a large global customer base with its largest presence in Europe.

Evergreen Overview

Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Fresh carton packaging, most predominant in North America, is designed for beverages that require a cold-chain distribution system, and therefore have a more limited shelf life

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than beverages in aseptic carton packaging. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces coated groundwood primarily for catalogs, inserts, magazine and commercial printing, as well as uncoated freesheet primarily for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America.

Closures Overview

Closures is a leading manufacturer of plastic beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market. Closures’ products also serve the liquid dairy, food, beer and liquor and automotive fluid markets. In addition to supplying plastic caps and closures, Closures also offers high speed rotary capping equipment, which secure caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America.

Reynolds Consumer Products Overview

Reynolds Consumer Products is a leading manufacturer in the U.S. of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. These products are typically used by consumers in their homes and are sold through a variety of retailers, including grocery stores, mass-merchandisers, warehouse clubs, drug stores, discount chains and military channels. Reynolds Consumer Products has a large customer base and operates primarily in North America.

Pactiv Foodservice Overview

Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Pactiv Foodservice distributes its foodservice and food packaging products through foodservice distributors, food processors, supermarket distributors, supermarkets and restaurants. Pactiv Foodservice has a large customer base and operates primarily in North America.

Graham Packaging Overview

Graham Packaging, including the operations and activities of Graham Packaging Holdings Company, or “Graham Holdings,” is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. Based on our analysis of industry data, we believe that Graham Packaging has the number one market share positions in North America for hot-fill juices, sports drinks/isotonics, yogurt drinks, liquid fabric care, dish detergents, motor oil and certain other products measured by volume. Graham Packaging operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. Graham Packaging has a large global customer base with its largest presence in North America.

Risk Factors

Our ability to successfully operate our business is subject to certain risks, including those that are generally associated with operating in the packaging industry. These risks include, but are not limited to, the following:

• risks related to acquisitions, including completed and future acquisitions, such as the risks that we may be unable to complete an acquisition in the timeframe anticipated, on its original terms, or at all, or that we may not be able to achieve some or all of the benefits that we expect to achieve from such acquisitions, including risks related to integration of our acquired businesses;

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• risks related to the future costs of energy, raw materials and freight;

• risks related to our substantial indebtedness and our ability to service our current and future indebtedness;

• risks related to our hedging activities, which may result in significant losses and in period-to-period earnings volatility;

• risks related to our suppliers of raw materials and any interruption in our supply of raw materials;

• risks related to downturns in our target markets;

• risks related to increases in interest rates, which would increase the cost of servicing our debt;

• risks related to dependence on the protection of our intellectual property and the development of new products;

• risks related to exchange rate fluctuations;

• risks related to the consolidation of our customer bases, competition and pricing pressure;

• risks related to the impact of a loss of one of our key manufacturing facilities;

• risks related to our exposure to environmental liabilities and potential changes in legislation or regulation;

• risks related to complying with environmental, health and safety laws or as a result of satisfying any liability or obligation imposed under such laws;

• risks related to changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns that may harm our business and financial performance;

• risks related to restrictive covenants in the notes and our other indebtedness, which could adversely affect our business by limiting our operating and strategic flexibility;

• risks related to our dependence on key management and other highly skilled personnel;

• risks related to our pension plans; and

• risks related to other factors discussed or referred to in this prospectus, including in the section titled “Risk Factors.”

We operate in a very competitive and rapidly changing environment. Investing in the notes involves substantial risk. You should consider carefully all of the information in this prospectus and, in particular, you should evaluate the specific risk factors set forth in the “Risk Factors” section of this prospectus in evaluating the exchange offer and making a decision whether to invest in the new notes.

Our Strategic Owner

We are part of a group of private companies based in New Zealand that are wholly-owned by Mr. Graeme Hart, our strategic owner.

Between January 31, 2007 and August 1, 2007, entities beneficially owned by Mr. Graeme Hart acquired the businesses that now constitute our Evergreen segment in a series of transactions for $618 million. On May 4, 2010, we acquired the equity of the businesses that now constitute our Evergreen segment from these entities for a total purchase price of $1,612 million. The purchase price was paid to entities controlled by Mr. Graeme Hart.

Through a series of acquisitions that occurred from February 29, 2008 to July 31, 2008, certain entities beneficially owned by Mr. Graeme Hart acquired from Alcoa Inc. the businesses that now constitute our Closures segment, our Reynolds consumer products business and our Reynolds foodservice packaging business for a total purchase price of $2.7 billion.

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On November 5, 2009, we acquired the equity of the businesses that now constitute our Closures segment for a total purchase price of $708 million and our Reynolds consumer products business for a total purchase price of $984 million from these entities. The purchase price was paid to entities controlled by Mr. Graeme Hart.

On September 1, 2010, we acquired the equity of the businesses that now constitute our Reynolds foodservice packaging business from these entities for a total purchase price of $342 million. The purchase price was paid to entities controlled by Mr. Graeme Hart.

In each case, the difference between the consideration paid to initially acquire a business from a third-party and the consideration paid by the RGHL Group to acquire the same business from entities that are beneficially owned by Mr. Graeme Hart reflects changes in fair value. The changes in fair value of the net assets acquired plus debt issued from the original purchase price relate to indebtedness assumed as well as changes in the underlying value of the equity of the business. The change in the underlying value of the business relates to the realization of the cost savings initiatives and operational synergies combined with improvements in industry and general market conditions. Cash payments made by us to acquire these businesses either reduced our available cash or were funded by increases in the principal amount of our outstanding indebtedness.

RGHL

Reynolds Group Holdings Limited was incorporated under the Companies Act 1993 of New Zealand on May 30, 2006. Its registered office is located at Level Nine, 148 Quay Street, Auckland 1010 New Zealand, and its telephone number is +1 (847) 482 2409.

The Issuers

US Issuer is a corporation, incorporated under the laws of the State of Delaware, United States, on September 29, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the Existing Notes. Other than its financing activities as a co-issuer of the notes and the Existing Notes, and guaranteeing the Senior Secured Credit Facilities and the 2007 Notes, US Issuer has no material assets, operations or revenue. Accordingly, we have not included any financial statements or other information about the US Issuer. Its registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and its telephone number is (804) 281-2630.

US Co-Issuer is a limited liability company formed under the laws of the State of Delaware, United States, on September 17, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the Existing Notes. Other than its financing activities as a co-issuer of the notes and the Existing Notes, and guaranteeing the Senior Secured Credit Facilities and the 2007 Notes, US Co-Issuer has no material assets (other than certain intercompany loans), operations or revenue. Accordingly, we have not included any financial statements or other information about the US Co-Issuer. Its registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and its telephone number is (804) 281-2630.

Lux Issuer is a public limited liability company (société anonyme), formed under the laws of Luxembourg on September 24, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the Existing Notes. Other than its financing activities as a co-issuer of the notes and the Existing Notes, and guaranteeing the Senior Secured Credit Facilities and the 2007 Notes, Lux Issuer has no material assets (other than certain intercompany loans), operations or revenue. Accordingly, we have not included any financial statements or other information about the Lux Issuer. Its registered office is located at 6C Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, and its telephone number is +352-26-258-8883.

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Corporate Structure

RGHL is a holding company that conducts its business operations through its controlled entities. The following diagram provides a simplified overview of our corporate structure. For a detailed list of RGHL’s controlled entities (including the guarantors of the notes), their country of incorporation and the proportion of ownership and voting interest held, directly or indirectly, in them by RGHL, refer to Annex A to this prospectus. Unless indicated below, all depicted entities are issuers or guarantors of the notes.

The following diagram sets forth a summary of our corporate structure and certain financing arrangements.

The (i) 8.0% senior notes due 2016 issued by Beverage Packaging Holdings (Luxembourg) II S.A., or “BP II,” or the “2007 Senior Notes,” the 9.5% senior subordinated notes due 2017 issued by BP II, or the “2007 Senior Subordinated Notes,” which together with the 2007 Senior Notes, we refer to as the “2007 Notes,” (ii) the 8.135% Debentures due 2017, the 6.400% Notes due 2018, the 7.950% Debentures due 2025 and the 8.375% Debentures due 2027, each issued by Pactiv, which collectively we refer to as the “Pactiv Notes,” and (iii) (a) the 8.500% senior notes due 2018, or the “May 2010 Notes,” (b) the 7.125% senior secured notes due 2019, or the “October 2010 Senior Secured Notes” and the 9.000% senior notes due 2019, or the “October 2010 Senior Notes,” which together with the October 2010 Senior Secured Notes, we refer to as the “October 2010 Notes,” (c) the 6.875% senior secured notes due 2021, or the “February 2011 Senior Secured Notes,” and the 8.250% senior notes due 2021, or the “February 2011 Senior Notes,” which together with the February 2011 Senior Secured Notes, we refer to as the “February 2011 Notes,” (d) the 7.875% senior secured notes due 2019, or the “August 2011 Senior Secured Notes” and the 9.875% senior notes due 2019 (originally issued on August 9, 2011), or the “August 2011 Senior Notes,” which together with the August 2011 Senior Secured Notes, we refer to as the “August 2011 Notes,” and (e) the 9.875% senior notes due 2019 (originally issued on February 15, 2012), or the “February 2012 Senior Notes” each issued by the Issuers are not part of and are not being registered in connection with this offering. We refer to the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes and the August 2011 Senior Secured Notes collectively as the “Existing Senior Secured Notes.” We refer to the May 2010 Notes, the October 2010 Senior Notes, the February 2011 Senior Notes, the August 2011 Senior Notes and the February 2012 Senior Notes collectively as the “Existing Senior Notes.” We refer to the Existing Senior Secured Notes and the Existing Senior Notes collectively as the “Existing Notes.”

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For a summary of the debt obligations referenced in this diagram, see “Description of Certain Other Indebtedness and Intercreditor Agreements” and “Description of the Senior Secured Notes.”

* Does not guarantee the notes, the Existing Notes, the 2007 Notes or the Senior Secured Credit Facilities.

** Does not guarantee the notes, the Existing Notes or the Senior Secured Credit Facilities.

*** Does not guarantee the notes, the Existing Notes, the 2007 Notes or the Senior Secured Credit Facilities. Borrower under the Securitization Facility. The assets of this entity secure the Securitization Facility.

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Summary of the Terms of the Exchange Offer

The old notes were issued in private placement offerings made only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, or “Rule 144A,” and to persons outside the United States pursuant to Regulation S under the Securities Act, or “Regulation S,” and accordingly were exempt from registration under the Securities Act. See “The Exchange Offer.”

Notes Offered $3,250,000,000 aggregate principal amount of new 5.750% Senior Secured Notes due 2020, which have been registered under the Securities Act.

We refer to (i) the outstanding 5.750% Senior Secured Notes due 2020 as the “old notes”, (ii) the notes registered pursuant to this exchange offer as the “new notes” and (iii) the old notes and the new notes as the “notes.”

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and will not be subject to restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP and ISIN number than the old notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

The Exchange Offer You may exchange old notes and the related guarantees for a like principal amount of new notes and the related guarantees.

Resale of New Notes Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

• such new notes are acquired in the ordinary course of business;

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

• such holder is not engaged in and does not intend to engage in a distribution of such new notes.

By tendering old notes as described in “The Exchange Offer — Procedures for Tendering,” you will be making representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the interpretive letters referred to above and you must comply with the registration and prospectus

7

delivery requirements of the Securities Act in connection with a resale of the new notes. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the new notes.

Registration Rights Agreement We have undertaken the exchange offer pursuant to the terms of the registration rights agreement that the Issuers entered into with the initial purchasers of the old notes. See “The Exchange Offer — Purpose of the Exchange Offer.”

Consequences of Failure to Exchange the Old Notes You will continue to hold old notes that remain subject to their existing transfer restrictions if:

• you do not tender your old notes; or

• you tender your old notes and they are not accepted for exchange.

With some limited exceptions, we will have no obligation to register the old notes after we consummate the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer” and “The Exchange Offer — Consequences of Failure to Exchange.”

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on , 2013, unless we extend it, in which case “expiration date” means the latest date and time to which the exchange offer is extended.

Interest on the New Notes The new notes will accrue interest from the last interest payment date on which interest was paid on the old notes or, if no interest has been paid on the old notes, from the date of original issue of the old notes.

Conditions to the Exchange Offer The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue new notes in exchange for, any old notes, and we may terminate or amend the exchange offer, if we determine at any time before the expiration date that the exchange offer would violate applicable law, any applicable interpretation of the SEC or its staff or any order of any governmental agency or court of competent jurisdiction. The foregoing conditions are for our sole benefit and, except those conditions related to the receipt of government regulatory approvals necessary to consummate the exchange offer, will be satisfied or waived by us at or before the expiration of the exchange offer. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any time any stop order is threatened or in effect with respect to:

• the registration statement of which this prospectus constitutes a part; or

• the qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended, which we refer to as the “Trust Indenture Act.”

See “The Exchange Offer — Conditions.” We reserve the right to terminate or amend the exchange offer at any time prior to the expiration date upon the occurrence of any of the foregoing events.

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If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of outstanding notes of that amendment and we will extend the exchange offer if necessary so that at least five business days remain in the offer following notice of the material change.

Procedures for Tendering Old Notes If you wish to participate in the exchange offer, you must submit required documentation and effect a tender of old notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the relevant letter of transmittal or electronic acceptance instruction. See “The Exchange Offer — Procedures for Tendering.”

Guaranteed Delivery Procedures None.

Withdrawal Rights Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes, a notice of withdrawal must be received by the exchange agent at its address set forth in “The Exchange Offer — Exchange Agent” prior to the expiration date. See “The Exchange Offer — Withdrawal of Tenders.”

Acceptance of Old Notes and Delivery of New Notes Except in some circumstances, any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The new notes issued pursuant to the exchange offer will be delivered promptly after such acceptance. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes which, if accepted, would, in the opinion of counsel for us, be unlawful. See “The Exchange Offer — Terms of the Exchange Offer” and “The Exchange Offer — Acceptance of Old Notes for Exchange; Delivery of New Notes.”

Certain U.S. Federal Tax Considerations We believe that the exchange of the old notes for the new notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Tax Considerations — United States Federal Income Tax Considerations.”

Exchange Agent The Bank of New York Mellon is serving as the exchange agent for the notes.

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Summary of the Terms of the New Notes

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes:

• are registered under the Securities Act and therefore will not be subject to restrictions on transfer;

• will not be subject to provisions relating to additional interest;

• will bear a different CUSIP and ISIN number than the old notes;

• will not entitle their holders to registration rights; and

• will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

Issuers The new notes will be the joint and several obligations of Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A.

Maturity Date The new notes will mature on the same date as the old notes.

Interest Rates and Payment Dates The new notes will bear interest accruing at the same coupon rate and payable at the same times as the old notes.

Guarantees The old notes are and the new notes will be guaranteed (subject to certain customary guarantee release provisions set forth in the indenture governing the notes) on a senior and joint and several basis by RGHL, BP I and, subject to certain conditions and exceptions, by certain subsidiaries of BP I that are or will be borrowers under or guarantee or will guarantee the Senior Secured Credit Facilities. Non-U.S. subsidiaries of our U.S. subsidiaries do not and will not guarantee the notes. Each guarantor is 100% owned by RGHL. See “Description of the Senior Secured Notes — Senior Secured Note Guarantees,” and “Description of the Senior Secured Notes — Certain Covenants — Future Senior Secured Note Guarantors.” The laws of certain jurisdictions may limit the enforceability of certain guarantees and security with respect to the new notes. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes” and “Certain Insolvency and Other Local Law Considerations.”

We refer to our senior secured credit facilities, which, as of September 30, 2012, consist of $2,235 million in senior secured term loans, €300 million in senior secured term loans, and a $120 million and €80 million senior secured revolving credit facility, as the “Senior Secured Credit Facilities.”

Ranking The notes are senior secured obligations of the Issuers and:

• are effectively senior to all existing and future unsecured indebtedness of the Issuers to the extent of the value of the collateral securing the notes;

• rank pari passu in right of payment with all existing and future senior indebtedness of the Issuers, including indebtedness under, or in respect to their guarantees of, the Existing Notes and the Senior Secured Credit Facilities;

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• are effectively subordinated to First Lien Obligations of the Issuers (as defined in “Description of the Senior Secured Notes — Certain Definitions”), including amounts outstanding under the Senior Secured Credit Facilities, to the extent such First Lien Obligations are secured by property that does not also secure the notes to the extent of the value of all such property;

• are senior in right of payment to all existing and future subordinated indebtedness of the Issuers, including the Issuers’ respective guarantees of the 2007 Senior Notes and the 2007 Senior Subordinated Notes; and

• are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of RGHL (including BP II) that is not a guarantor.

The guarantees related to the notes are senior obligations of each guarantor and:

• are effectively senior to all existing and future unsecured indebtedness of the guarantors that have provided security interests in respect of their assets to the extent of the value of the collateral securing the notes;

• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor, including indebtedness under, or in respect of its guarantee of, the Existing Notes and the Senior Secured Credit Facilities;

• are effectively subordinated to the other First Lien Obligations (as defined in “Description of the Senior Secured Notes — Certain Definitions”) of such guarantor, including indebtedness of such guarantor under, or with respect to its guarantee of, the Senior Secured Credit Facilities, to the extent such First Lien Obligations are secured by property that does not also secure the notes to the extent of the value of all such property; and

• are senior in right of payment to all existing or future subordinated indebtedness of such guarantor, including such guarantor’s guarantee of the 2007 Senior Notes and the 2007 Senior Subordinated Notes.

As of September 30, 2012, the RGHL Group had:

• $12,006 million aggregate principal amount of outstanding indebtedness secured by any lien;

• $10,842 million aggregate principal amount of outstanding indebtedness that share a pari passu lien in the collateral with the notes (excluding letters of credit which have been issued, but not drawn upon). The RGHL Group has €65 million and $42 million of availability under the revolving credit facility under the Senior Secured Credit Facilities and the ability to incur up to €77 million of secured indebtedness under certain local facilities; and

• $18,006 million of unsubordinated indebtedness, whether secured or unsecured, consisting of amounts outstanding under the Senior Secured Credit Facilities, the notes (including the guarantees with

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respect thereto), the Existing Notes, the 2007 Senior Notes (but not including the guarantees with respect thereto), the outstanding Pactiv Notes and debentures, certain local working capital facilities, certain other local overdrafts, derivative liabilities and finance leases.

The notes and the related guarantees constitute “Senior Indebtedness” (as defined in “Description of the Senior Secured Notes — Certain Definitions”) for purposes of the indenture governing the 2007 Senior Subordinated Notes and, as such, in a liquidation, dissolution or bankruptcy of the Issuers or the note guarantors, holders of the notes and related guarantees will be entitled to receive payment in full of such notes and related guarantees before holders of the guarantees of the 2007 Senior Subordinated Notes are entitled to receive any payment, other than certain permitted junior securities, in respect of such guarantees.

As of September 30, 2012, on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions, the RGHL Combined Group would have had:

• $2,235 million and €300 million of indebtedness outstanding under the Senior Secured Credit Facilities;

• an assumed $600 million of indebtedness under the Securitization Facility (as defined in “The Transactions”);

• utilized $5 million of indebtedness under Local Facilities (as defined in “Description of the Senior Secured Notes”);

• $4,000 million of indebtedness outstanding under the Existing Senior Secured Notes;

• $5,750 million of indebtedness outstanding under the Existing Senior Notes;

• $3,250 million of indebtedness outstanding under the notes;

• €480 million of indebtedness outstanding under the 2007 Senior Notes;

• €420 million of indebtedness outstanding under the 2007 Senior Subordinated Notes; and

• $792 million of indebtedness outstanding under Pactiv’s notes and debentures.

Security Subject to the terms of the security documents, the notes and the related guarantees are secured by a security interest granted on a first priority basis (subject to certain exceptions and to permitted liens) in certain assets of RGHL, BP I and certain of BP I’s subsidiaries. These security interests are, subject to certain exceptions, of equal priority with the liens on such assets securing the Senior Secured Credit Facilities, the Existing Senior Secured Notes and other future first lien obligations. BP II has also granted a second and third priority security interest in respect of the proceeds loans in relation to the 2007 Notes.

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The collateral consists of substantially all of the assets of the Issuers and the guarantors, including their capital stock and the capital stock of their direct subsidiaries, real property, bank accounts, investments, receivables, equipment and inventory, intellectual property and insurance policies, but excluding, among others (i) real property with a value equal to or less than €5 million or in which such entity only has a leasehold interest, (ii) a number of Pactiv’s real properties, which are estimated to have a book value as of September 30, 2012 of approximately $68 million, (iii) intellectual property with a value of less than €1 million (unless subject to all-asset security documents), (iv) insurance policies that are not material to the RGHL Group as a whole, (v) equity of inactive subsidiaries with a book value of less than $100,000 and (vi) equity of subsidiaries that are not guarantors, are organized in jurisdictions in which no guarantor is organized and have (a) gross assets below 1.0% of the consolidated total assets of the RGHL Group and (b) EBITDA below 1.0% of the consolidated EBITDA of the RGHL Group.

The pledge of the securities of any first tier non-U.S. subsidiaries of our U.S. subsidiaries is also limited to 100% of their non-voting capital stock and 65% of their voting capital stock. “First-tier non-U.S. subsidiaries” refers to the subsidiaries of RGHL that are domiciled outside the United States that are directly owned by subsidiaries of RGHL that are domiciled in the United States. The notes and the Existing Senior Secured Notes are not secured by a pledge of (i) any of the assets of the non-U.S. subsidiaries of our U.S. subsidiaries or (ii) the capital stock of non-U.S. subsidiaries of our U.S. subsidiaries (other than first tier non-U.S. subsidiaries). In addition, the notes and the Existing Senior Secured Notes are not secured by any “principal manufacturing properties” (as defined in the Pactiv indentures).

Liens on assets are also limited to the extent deemed necessary to comply with legal limitations, avoid significant tax disadvantages, comply with certain third-party arrangements, satisfy fiduciary duties of directors and minimize fees, taxes and duties. Liens over assets are also not granted to the extent the granting of such lien would have a material adverse effect on the ability of the relevant Issuer or guarantor to conduct business in the ordinary course.

In addition, the indentures that govern the notes and the Existing Senior Secured Notes provide that any portion of the capital stock and other securities of any of our subsidiaries will be excluded from the collateral to the extent that it exceeds the maximum amount of such capital stock or other securities that can be pledged to secure the notes and the Existing Senior Secured Notes without causing such subsidiary to be required to file separate financial statements with the SEC. This collateral cutback provision does not apply to BP I with respect to the notes or the Existing Senior Secured Notes. Under the SEC regulations in effect as of the issue date of the new notes, if the par value, book value or market value, whichever is greatest, of the capital stock or securities of a subsidiary pledged as part of the

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collateral is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. As a result, pursuant to the collateral cutback provision, the value of the capital stock of any of our subsidiaries that is equal to or greater than 20% of the aggregate principal amount of the notes and the Existing Senior Secured Notes would be excluded from the collateral securing the notes.

We estimate that the aggregate book value and market value of the capital stock of our subsidiaries, as of September 30, 2012 and measured in accordance with IFRS after giving effect to consolidation, are approximately $1.4 billion and $5 billion, respectively, which is equivalent to the book value and market value of the capital stock of our subsidiary BP I — the ultimate parent of all of our other subsidiaries (other than BP II). While the capital stock of BP I’s subsidiaries that is pledged to secure the notes and the Existing Senior Secured Notes is generally subject to the collateral cutback provision as described above, the capital stock of BP I is not subject to the collateral cutback provision. Accordingly, the aggregate book value or market value of the capital stock of our pledged subsidiaries is equivalent to the book value or market value of the capital stock of BP I. We estimated the market value of the capital stock of BP I using the “fair value less cost to sell” methodology. Under this methodology, we used an EBITDA measure for each of our segments and a market-based EBITDA multiple for each segment to determine the estimated initial fair value of the capital stock of BP I, which was further adjusted for the net debt of BP I and its controlled entities.

The granting of a lien in an asset and the priority of any lien are subject to exceptions. We estimate that the assets of RGHL and its subsidiaries that are part of the collateral securing the notes and the Existing Senior Secured Notes have a book value greater than the principal amount of our outstanding secured indebtedness, which totaled $10,842 million as of September 30, 2012 and measured in accordance with IFRS. See “Description of the Senior Secured Notes — Security,” “Description of the Senior Secured Notes — Certain Definitions — Agreed Security Principles,” “Description of the Senior Secured Notes — Certain Covenants — Future Collateral,” “Description of the Senior Secured Notes — Certain Covenants — Liens,” “Description of the Senior Secured Notes — Certain Definitions — Permitted Liens” and “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes.”

Intercreditor Agreements We are party to two intercreditor agreements that govern the relative rights of the obligors under our existing and future financing arrangements with respect to the collateral: (1) the 2007 UK Intercreditor Agreement (as defined in “Description of the Senior Secured Notes”) which sets forth the relative rights and obligations with respect to the holders of the notes, the holders of the Existing Senior Secured Notes, the lenders and other secured parties (including certain local facility providers, hedging counterparties and cash

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management services providers) under the Senior Secured Credit Facilities and the holders of the 2007 Notes, and (2) the First Lien Intercreditor Agreement (as defined in “Description of the Senior Secured Notes”) which sets forth the relative rights and obligations with respect to the holders of the notes, the holders of the Existing Senior Secured Notes and the lenders under the Senior Secured Credit Facilities and other secured parties (including certain local facility providers, hedging counterparties and cash management services providers).

Optional Redemption The Issuers may redeem some or all of the notes at any time and from time to time on or after October 15, 2015, at the redemption prices described in this prospectus. Prior to October 15, 2015, the Issuers may redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the applicable redemption date plus the applicable “make-whole” premium described in this prospectus. See “Description of the Senior Secured Notes — Optional Redemption.” In addition, at any time prior to October 15, 2015, the Issuers may redeem up to 40% of the aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 105.750%, plus accrued and unpaid interest, if any, to the applicable redemption date. See “Description of the Senior Secured Notes — Optional Redemption.”

Redemption for Taxation Reasons In the event of certain developments affecting taxation, the Issuers may redeem all, but not less than all, of the notes at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. See “Description of the Senior Secured Notes — Redemption for Taxation Reasons.”

Change of Control If a change of control occurs, each holder of the notes may require us to repurchase all or a portion of such holder’s notes at a purchase price of 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to the date of repurchase. The term “Change of Control” is defined under “Description of the Senior Secured Notes — Change of Control.”

Certain Covenants The indenture that governs the notes contains covenants that, among other things, limit the ability of BP I, BP II and their restricted subsidiaries to:

• incur additional indebtedness and issue disqualified and preferred stock;

• make restricted payments, including dividends or other distributions;

• create certain liens;

• sell assets;

• in the case of BP I, BP II and their respective restricted subsidiaries, enter into arrangements that limit any restricted subsidiary’s ability to pay dividends or other payments to BP I, BP II, or any other restricted subsidiary;

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• engage in transactions with affiliates; and

• consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries on a consolidated basis.

These covenants are subject to a number of important limitations and exceptions as described under “Description of the Senior Secured Notes — Certain Covenants.”

No Public Market The new notes will be new securities for which there is currently no public market.

Governing Law of the Indenture, the Notes, the Related Guarantees, the Intercreditor Agreements and the Security Documents The notes, the related indenture, the related guarantees and certain of the intercreditor agreements are governed by the laws of the State of New York. The intercreditor agreements not governed by the laws of the State of New York are governed by the laws of England. For the avoidance of doubt, the provisions of articles 86 to 94-8 of the Luxembourg law of August 10, 1915, as amended, on commercial companies are excluded. The security documents related to the notes are, in most cases, governed by the laws of the jurisdiction in which the relevant Issuer or guarantor is organized with certain exceptions including, as necessary, in respect of security over equity interests, bank accounts and receivables or security documents in respect of property located in Quebec. Accordingly, the security documents are subject to the laws of multiple jurisdictions. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Enforcing your rights as a holder of the notes or under the guarantees or the security across multiple jurisdictions may be difficult,” “Description of the Senior Secured Notes — Governing Law” and “Certain Insolvency and Other Local Law Considerations.”

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Presentation of Financial Information

The segments that comprise the RGHL Group have not been owned, directly or indirectly, by a single company that consolidates their financial results or operates them as a single combined business for all the periods for which financial results are presented in this prospectus. RGHL, through an indirect wholly-owned subsidiary, acquired (i) SIG, on May 11, 2007 as part of the SIG Acquisition, (ii) our Reynolds consumer products business and Closures, on November 5, 2009, as part of the RGHL Transaction, (iii) Evergreen, on May 4, 2010, as part of the Evergreen Transaction, (iv) our Reynolds foodservice packaging business, on September 1, 2010, as part of the Reynolds Foodservice Acquisition, (v) Pactiv on November 16, 2010, as part of the Pactiv Transaction, (vi) Dopaco, on May 2, 2011, as part of the Dopaco Acquisition and (vii) Graham Packaging, on September 8, 2011, as part of the Graham Packaging Acquisition. Graham Packaging has become the sixth segment of the RGHL Group. In addition, as a result of the Initial Evergreen Acquisition, the beverage packaging business of International Paper Company, or “IP’s Bev Pack Business,” is our predecessor for accounting purposes.

The table below summarizes the financial statements and information that are presented herein as well as the applicable accounting standards pursuant to which such financials statements and information were prepared:

	Interim Financial Information		Annual Financial Information
	2012	2011	2011	2010	2009	2008	2007
RGHL Group	Financial Statements for the three and nine month periods ended September 30, 2012 and as of September 30, 2012 (Unaudited — IFRS)	Financial Statements for the three and nine month periods ended September 30, 2011 (Unaudited — IFRS)*	Financial Statements as of and for the year ended December 31, 2011 (Audited — IFRS)*	Financial Statements as of and for the year ended December 31, 2010 (Audited — IFRS)**	Financial Statements for the year ended December 31, 2009 (Audited — IFRS) Financial Statements as of December 31, 2009 (Audited — IFRS)†	Selected financial information as of and for the year ended December 31, 2008 (Audited — IFRS)***†	Selected financial information as of and for the year ended December 31, 2007 (Audited — IFRS)****†
BP I(1)	Financial Statements for the three and nine month periods ended September 30, 2012 and as of September 30, 2012 (Unaudited — IFRS)	Financial Statements for the three and nine month periods ended September 30, 2011 (Unaudited — IFRS)*	Financial Statements as of and for the year ended December 31, 2011 (Audited — IFRS)*	Financial Statements as of and for the year ended December 31, 2010 (Audited — IFRS)**	Financial Statements for the year ended December 31, 2009 (Audited — IFRS) Financial Statements as of December 31, 2009 (Audited — IFRS)†	Selected financial information as of and for the year ended December 31, 2008 (Audited — IFRS)***†	Selected financial information as of and for the year ended December 31, 2007 (Audited — IFRS)****†
Beverage Packaging Holdings Group(2)	Financial Statements for the three and nine month periods ended September 30, 2012 and as of September 30, 2012 (Unaudited — IFRS)	Financial Statements for the three and nine month periods ended September 30, 2011 (Unaudited — IFRS)*	Financial Statements as of and for the year ended December 31, 2011 (Audited — IFRS)*	Financial Statements as of and for the year ended December 31, 2010 (Audited — IFRS)**	Financial Statements for the year ended December 31, 2009 (Audited — IFRS) Financial Statements as of December 31, 2009 (Audited — IFRS)†	Selected financial information as of and for the year ended December 31, 2008 (Audited — IFRS)***†	Selected financial information as of and for the year ended December 31, 2007 (Audited — IFRS)****†
RGHL Group Predecessor/ North American Operations of IP’s Bev Pack Business	N/A	N/A	N/A	N/A	N/A	N/A	Selected financial information for the one month period from January 1, 2007 to January 31, 2007 (Audited — U.S. GAAP)†

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	Interim Financial Information		Annual Financial Information
	2012	2011	2011	2010	2009	2008	2007
Pactiv(3)	N/A	N/A	N/A	Financial Statements as of and for the three and nine month periods ended September 30, 2010 (Unaudited — U.S. GAAP) Financial information of Pactiv for the period from January 1, 2010 to November 15, 2010, as extracted from Pactiv’s accounting records (Unaudited — U.S. GAAP)†	Financial Statements as of and for the year ended December 31, 2009 (Audited — U.S. GAAP)	Financial Statements as of and for the year ended December 31, 2008 (Audited — U.S. GAAP)	Financial Statements for the year ended December 31, 2007 (Audited — U.S. GAAP)
Dopaco(3)	N/A	Financial Statements as of and for the 126-day	Financial Statements as of and for the 126-day	Financial Statements as of and for the	Financial Statements for the year ended	N/A	N/A
		period ended May 1, 2011 (Audited — U.S. GAAP)	period ended May 1, 2011 (Audited — U.S. GAAP)	year ended December 26, 2010 (Audited — U.S. GAAP)	December 27, 2009 (Audited — U.S. GAAP)
Graham Packaging(3)	N/A	Financial Statements for the three and six month periods ended June 30, 2011 and as of June 30, 2011 (Unaudited — U.S. GAAP)	N/A	Financial Statements as of and for the year ended December 31, 2010 (Audited — U.S. GAAP)	Financial Statements as of and for the year ended December 31, 2009 (Audited — U.S. GAAP)	Financial Statements for the year ended December 31, 2008 (Audited — U.S. GAAP)	N/A
		Financial information of Graham Packaging for the period from July 1, 2011 to September 7, 2011, as extracted from Graham Packaging’s accounting records (Unaudited — U.S. GAAP)†	N/A			Financial Statements as of December 31, 2008 (Audited — U.S. GAAP)†

(1) The financial statements of BP I are included in this prospectus pursuant to Rule 3-16 of Regulation S-X because the book value of the capital stock of BP I constitutes a substantial portion of the collateral of the notes being registered.

(2) The financial statements of the Beverage Packaging Holdings Group, which consists of BP I, BP I’s consolidated subsidiaries and BP II, are included in this prospectus to satisfy reporting requirements under the indenture governing the notes.

(3) The financial statements of Pactiv, Dopaco and Graham Packaging are included in this prospectus pursuant to Rule 3-05 of Regulation S-X because each of these acquired businesses constitutes a “significant subsidiary.”

* Includes the operations of Dopaco for the period from May 2, 2011 to the end of the period presented and Graham Packaging for the period from September 8, 2011 to the end of the period presented.

** Includes the operations of Pactiv for the period from November 16, 2010 to December 31, 2010.

*** Includes a full year of operations for Evergreen and SIG and ten months of operations for Closures, the Reynolds consumer products business prior to the Pactiv Acquisition and the Reynolds foodservice packaging business prior to the Pactiv Acquisition and the Dopaco Acquisition.

**** Includes 11 months of operations for Evergreen (including five months of operations of Blue Ridge Holding Corp. and its consolidated subsidiaries) and seven months of operations for SIG.

† Financial statements not included in this prospectus.

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RGHL

On January 31, 2007, Rank Group Limited, an entity that is wholly-owned by our strategic owner, Mr. Graeme Hart, commenced the acquisition of IP’s Bev Pack Business. This process occurred in stages from January 31, 2007 to April 30, 2007. See “The Transactions — The Initial Evergreen Acquisition.” On May 4, 2010, Rank Group’s investment in Evergreen (which was IP’s Bev Pack Business prior to the Initial Evergreen Acquisition) was acquired by the RGHL Group. See “The Transactions — The Evergreen Transaction.” Through the purchase of Evergreen, the RGHL Group became the owner of IP’s Bev Pack Business which is our predecessor for accounting purposes. Prior to the Initial Evergreen Acquisition, the RGHL Group had no significant operations.

In May 2007, RGHL acquired SIG Combibloc Group AG (formerly known as SIG Holding AG), or SIG Combibloc, a company that was listed on the SIX Swiss Exchange, pursuant to a public tender offer that was concluded on May 11, 2007 and a subsequent squeeze-out of minority shareholders that was completed on November 7, 2007. See “The Transactions — The SIG Transaction.”

In 2008, as part of the Reynolds Acquisition, certain affiliated entities that are ultimately owned by Mr. Graeme Hart acquired the closures, consumer products and food and flexible packaging business of Alcoa Inc., or “Alcoa,” that became our Reynolds consumer products business and Closures segment following the RGHL Transaction and our Reynolds foodservice packaging business following the Reynolds Foodservice Acquisition. See “The Transactions — The Reynolds Acquisition.” On November 5, 2009, RGHL acquired Closures and the Reynolds consumer products business from such affiliated entities. See “The Transactions — The RGHL Transaction.” Separately on September 1, 2010, RGHL acquired the Reynolds foodservice packaging business from such affiliated entities. See “The Transactions — The Reynolds Foodservice Acquisition.”

On November 16, 2010, RGHL acquired Pactiv for a total enterprise value, including net debt, of $5.8 billion. In connection with the Pactiv Acquisition, we also paid additional amounts for the cancellation of outstanding stock options and other equity-based awards. Pactiv had historically prepared its financial statements in accordance with the generally accepted accounting principles in the United States of America, or “U.S. GAAP.” See “The Transactions — The Pactiv Transaction.”

On May 2, 2011, RGHL acquired Dopaco from Cascades Inc. The consideration for the acquisition was $395 million in cash. The purchase price was paid from existing cash of the RGHL Group. Dopaco’s combined financial statements included elsewhere in this prospectus were prepared on a carve-out basis and are in accordance with U.S. GAAP. See “The Transactions — The Dopaco Acquisition.”

On September 8, 2011, RGHL acquired Graham Packaging Company Inc., or “Graham Company,” for a total enterprise value, including net debt, of $4.5 billion. In connection with the Graham Packaging Acquisition, we also paid additional amounts for the cancellation of outstanding stock options and other equity-based awards and for the satisfaction of income tax receivable agreements with certain of Graham Company’s pre-initial public offering shareholders. Graham Company had historically prepared its financial statements in accordance with U.S. GAAP. Graham Holdings, an indirect wholly-owned subsidiary of RGHL and Graham Company, suspended its reporting obligations under the Exchange Act and has ceased to file any reports with the SEC. See “The Transactions — The Graham Packaging Transaction.”

Our Evergreen, SIG and Closures segments and our Reynolds consumer products and Reynolds foodservice packaging businesses, which are part of our Reynolds Consumer Products and Pactiv Foodservice segments, have been under common ownership and control through entities ultimately 100% owned by Mr. Graeme Hart for four years, but they have not been owned, directly or indirectly, by a single company that consolidated their financial results or operated them as a single combined business for that period of time. We have determined that the Evergreen Acquisition, RGHL Acquisition and Reynolds Foodservice Acquisition constituted business combinations of entities under common control. International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or “IASB,” are silent on the accounting required for business combinations involving entities that are under common control, but requires that entities develop and consistently apply an accounting policy for such transactions. Accordingly, we have chosen to account for RGHL’s acquisitions of Evergreen, Closures and the Reynolds consumer products and Reynolds foodservice

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packaging businesses, which were acquired from entities under the common control of our ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combination does not change the historical carrying value of the assets and liabilities in the business acquired. The excess of the purchase price over the consolidated carrying value of net assets acquired is recognized directly in equity. No additional goodwill separately arose as a result of the Evergreen Transaction, the RGHL Transaction or the Reynolds Foodservice Acquisition.

We account for business combinations under common control from the date Mr. Graeme Hart, our strategic owner and sole ultimate shareholder, originally obtained control of each of the businesses presented.

We account for business combinations, other than business combinations under common control, using the purchase method of accounting. Under the purchase method of accounting, the purchase price is required to be allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of the acquisition, with any excess purchase price allocated to goodwill. We have accounted for the Pactiv Acquisition, the Dopaco Acquisition and the Graham Packaging Acquisition using the purchase method of accounting.

The audited financial statements of the RGHL Group as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 are included elsewhere in this prospectus. The audited financial statements of the RGHL Group as of December 31, 2008 and 2009 and for the years ended December 31, 2008 and 2007 are not included in this prospectus. The interim unaudited condensed financial statements of the RGHL Group as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011 are included elsewhere in this prospectus.

The selected financial data of the North American operations of IP’s Bev Pack Business for the period from January 1 to January 31, 2007 have been derived from the North America operations of IP’s Bev Pack Business audited combined financial statements, which are not included in this prospectus.

Pactiv

The audited consolidated financial statements of Pactiv as of December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009 are included elsewhere in this prospectus. The interim consolidated financial statements of Pactiv as of September 30, 2010 and for the three and nine month periods ended September 30, 2009 and 2010, included in this prospectus, are unaudited. Pactiv has historically prepared its financial statements in accordance with U.S. GAAP. Upon the consummation of the Pactiv Acquisition, Pactiv no longer separately reports its financial statements, but rather, its financial results are included in the RGHL Group’s financial statements in accordance with the RGHL Group’s accounting principles and policies.

Dopaco

The audited carve-out combined financial statements of Dopaco as of May 1, 2011 and December 26, 2010 and for the 126-day period ended May 1, 2011 and the years ended December 26, 2010 and December 27, 2009 are included elsewhere in this prospectus. Dopaco’s combined financial statements included elsewhere in this prospectus were prepared on a carve-out basis and are in accordance with U.S. GAAP. Following the consummation of the Dopaco Acquisition, Dopaco no longer separately reports its financial statements, but rather, beginning from May 2, 2011, its financial results are included in the RGHL Group’s financial statements in accordance with the RGHL Group’s accounting principles and policies.

Graham Packaging

The audited financial statements of Graham Packaging as of December 31, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010 are included elsewhere in this prospectus. The audited financial statements of Graham Packaging as of December 31, 2007 and 2008 and for the year ended December 31, 2007, are not included in this prospectus. The interim financial statements of Graham Packaging as of June 30, 2011 and for the three and six month periods ended June 30, 2010 and 2011, included elsewhere in this prospectus, are

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unaudited. Graham Packaging’s financial statements have been prepared in accordance with U.S. GAAP. Following the consummation of the Graham Packaging Acquisition, Graham Packaging no longer separately reports its financial statements, but rather, beginning on September 8, 2011, its financial results are included in the RGHL Group’s financial statements in accordance with the RGHL Group’s accounting principles and policies.

Non-GAAP Financial Measures

In this prospectus, we utilize certain non-GAAP financial measures and ratios, including earnings before interest, tax, depreciation and amortization, or “EBITDA” and “Adjusted EBITDA,” each with the meanings and as calculated as set forth in “Summary — Summary Historical and Pro Forma Combined Financial Information,” as well as leverage and coverage ratios and the aggregation of predecessor and successor period financial statements, that in each case are not recognized under IFRS or U.S. GAAP. These measures are presented as we believe that they and similar measures are widely used in the markets in which we operate as a means of evaluating a company’s operating performance and financing structure and, in certain cases, because those measures are used to determine compliance with covenants in our debt agreements. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS, U.S. GAAP or other generally accepted accounting principles, nor should they be considered as substitutes for the information contained in our historical financial statements prepared in accordance with IFRS and U.S. GAAP, as applicable, included in this prospectus. See “Risk Factors — Risks Related to Our Business — Our unaudited pro forma combined financial information is not intended to reflect what our actual results of operations and financial condition would have been had the RGHL Group been a consolidated company with Pactiv, Dopaco and Graham Packaging for the periods presented, and therefore these results may not be indicative of our future operating performance” and “Risk Factors — Risks Related to Our Structure, the Guarantees and the Notes — The calculation of EBITDA pursuant to the indenture that will govern the new notes permits certain estimates and assumptions that may differ materially from actual results, and the estimated savings expected from our cost saving plans may not be achieved.”

Currency Presentation

References in this prospectus to “dollars” or “$” are to the lawful currency of the United States of America. References in this prospectus to “euro” or “€” are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time.

IFRS does not require that our financial reporting be presented in a particular currency. Based on our current business mix and other facts and circumstances that our board of directors considers relevant, we have determined that the dollar is currently the most appropriate currency for our financial reporting.

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Summary of Certain Differences Between IFRS and U.S. GAAP

The financial information of the RGHL Group and the summary unaudited pro forma combined financial information presented in this prospectus has been prepared and presented in accordance with IFRS. Certain differences exist between IFRS and U.S. GAAP, some of which may be material to the financial information herein. Certain financial information related to Graham Packaging, Dopaco and Pactiv has been preliminarily converted from U.S. GAAP to IFRS. See “Unaudited Pro Forma Combined Financial Information.”

The table below summarizes the material differences between IFRS and U.S. GAAP.

The differences highlighted below reflect only those differences in accounting policies in force at the time of the preparation of the IFRS financial information. We have not attempted to identify future differences between U.S. GAAP and IFRS as a result of prescribed changes in accounting standards or transactions or events that may occur in the future and that could have a significant impact on the presentation below. You should consult your own professional advisor for an understanding of the differences between IFRS and U.S. GAAP, and how these differences might affect the financial information presented in this prospectus.

Topic	IFRS	U.S. GAAP
Business Combinations	Business combinations are accounted for on the basis of the purchase method. However, this excludes businesses brought together to form a joint venture, business combinations involving businesses or entities under common control or involving two or more mutual entities and business combinations in which separate entities or businesses are brought together to form a reporting entity by contract alone without obtaining an ownership interest. IFRS provides a choice in respect of the initial measurement, as at the date of acquisition, of non-controlling interests (previously referred to as minority interests). The initial recognition of a non-controlling interest can be measured at either: (a) its percentage of the fair value of the net assets of the acquired entity; or (b) its percentage of the fair value of the identifiable net assets of the acquired entity. This election is applied on an acquisition by acquisition basis. The cost of an intangible asset acquired in a business combination is its fair value. Fair value reflects market participants’ views about the probability of future economic benefits. Fair value is measured using valuation techniques if there is no active market for the acquired intangible asset. There is no specific guidance under IFRS on valuation approaches for intangible assets.	Business combinations are accounted for by the purchase method only. In the event of combinations of entities under common control the accounting for the combination is done on a historical cost basis in a manner similar to a pooling of interests for all periods presented. Unlike IFRS, U.S. GAAP requires that the initial measurement as of the date of acquisition of non-controlling interests represents the percentage of the fair value of the net assets of the acquired entity. Like IFRS, intangible assets acquired in a business combination are recognized initially at fair value. Fair value reflects market participants’ views about the probability of future economic benefits, and fair value is measured using valuation techniques if there is no active market for the acquired intangible asset. However, unlike IFRS, U.S. GAAP includes guidance on valuation approaches for identifiable intangible assets. Under U.S. GAAP, push down accounting is required whereby fair value adjustments are recognized in the financial statements of the acquiree.

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Topic	IFRS	U.S. GAAP
	Unlike under U.S. GAAP, push down accounting, whereby fair value adjustments are recognized in the financial statements of the acquiree, is not required.
Post-Retirement Benefits	A liability is recognized for an employer’s obligation under a defined benefit plan. The liability and expense are measured actuarially using the projected unit credit method. If plan assets exceed the defined benefit obligation, the amount of any net asset recognized is limited to available future benefits from the plan and unrecognized actuarial losses and past service costs. The discount rate to be used for determining defined benefit obligations is by reference to market yields at the balance sheet date in high-quality corporate bonds of a currency and term consistent with the currency and term of the post-employment benefit obligations. Actuarial gains and losses are recognized either in profit or loss using the corridor approach, whereby gains and losses are not recognized until they exceed 10% of the greater of the plan assets or funding obligations, or immediately in other comprehensive income. Amounts recognized in other comprehensive income are not subsequently recorded within profit or loss. When recognized in the profit or loss, the gains and losses are recognized over the employees’ expected average remaining service lives, although faster recognition is permitted. If the benefit has vested, immediate recognition is required. Plan assets should always be measured at fair value and fair value should be used to determine the expected return on plan assets.	Like IFRS, a liability is recognized for an employer’s obligation under a defined benefit plan. The liability and expense generally are measured actuarially using the projected unit credit method for pay-related plans. However, unlike IFRS, the liability and expense are measured for non-pay-related plans using the traditional unit credit method which excludes the impact of future increases in salary. Additionally, unlike IFRS, U.S. GAAP does not restrict the recognition of an asset in respect of a defined benefit plan. Under U.S. GAAP, the discount rate to be used for determining defined benefit obligations is based on the rate at which the obligation could be effectively settled. SEC guidance directs entities to look to the rate of return on high-quality fixed-income investments with similar durations to those of the benefit obligation and further defines “high-quality” as an investment which has received one of the two highest ratings given by recognized rating agencies. U.S. GAAP permits entities to either record actuarial gains and losses in profit or loss during the period they were incurred or to defer actuarial gains and losses through the use of the corridor approach or any systematic method that results in faster recognition than the corridor approach. Regardless of whether actuarial gains and losses are recognized immediately or are amortized in a systematic fashion, they are ultimately recorded within the profit or loss. Like IFRS, plan assets should be measured at fair value for balance sheet recognition and for disclosure purposes. However, unlike IFRS, for the purposes of determining the expected return on plan assets, plan assets can be measured at either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years.

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Topic	IFRS	U.S. GAAP
Consolidation	Consolidation is based on a control model. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. For control to exist an entity must have the ability to have majority power and be receiving benefits. IFRS requires control to be assessed using a power-to-control model or a de facto control model. Potential voting rights that are currently exercisable are considered in assessing control.	Consolidation is based on a controlling financial interest model, which differs in certain respects from IFRS. For non-variable interest entities, control is the continuing power to govern the financial and operating policies of an entity, like IFRS. However, unlike IFRS, there is no explicit linkage between control and ownership benefits. Potential voting rights are not considered in assessing control for non-variable interest entities under U.S. GAAP.
	IFRS requires that uniform accounting policies are used throughout the consolidated group. A special purpose entity, or “SPE”, is an entity created to accomplish a narrow and well-defined objective. SPEs are consolidated when the substance of the relationship between an entity and the SPE indicates that the SPE is controlled by that entity. Control may arise through the predetermination of the activities of the SPE or otherwise. The application of the control concept requires judgment of all relevant factors, including the purpose of the SPE, any autopilot mechanisms, where the majority of the benefits go and what entity retains the majority of residual or ownership risks. IFRS does not have a concept of variable interest entities, or “VIEs”, or qualifying SPEs, or “QSPEs”.	There is no requirement to use uniform accounting policies within the consolidated group under U.S. GAAP. Although U.S. GAAP has the concepts of VIEs and QSPEs, which may meet the definition of an SPE under IFRS, the control model that applies to VIEs and QSPEs differs from the control model that applies to SPEs under IFRS. Additionally, unlike IFRS, entities are evaluated as VIEs based on the amount and characteristics of their equity investment at risk and not on whether they have a narrow and well-defined objective.
Goodwill	After the initial recognition, the goodwill acquired in a business combination is measured at cost less any accumulated impairment loss. Goodwill is not required to be amortized. An impairment review of Cash Generating Units, or “CGUs”, with allocated goodwill is required annually or whenever an indication of impairment exists. The impairment review does not need to take place at the balance sheet date. If newly acquired goodwill is allocated to a CGU that has already been tested for impairment during the period, a further impairment test is required before the balance sheet date.	Like IFRS, goodwill is not amortized but is tested for impairment annually. Goodwill is reviewed for impairment, at the reporting unit level, at least annually or whenever events or changes in circumstances indicate that the recoverability of the carrying amount should be assessed. A two-step impairment test is required: (1) The fair value and the carrying amount of the reporting unit including goodwill are compared. Goodwill is considered to be impaired if the fair value of the reporting unit is less than its book value; and

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Topic	IFRS	U.S. GAAP
	A one-step impairment test is performed. The recoverable amount of the CGU (i.e. the higher of its fair value less costs to sell and its value in use) is compared to its carrying amount. The impairment loss is recognized in operating results as the excess of the carrying amount over the recoverable amount. Impairment is allocated first to goodwill. Allocation is made on a pro rata basis to the CGU’s assets if the impairment loss exceeds the book value of goodwill.	(2) If goodwill is determined to be impaired based on step one, goodwill impairment is measured as the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined by calculating the fair value of the various assets and liabilities included in the reporting unit in the same manner as goodwill is determined in a business combination. The impairment charge is included as a reduction to operating income.
Property, Plant and Equipment	Property, plant and equipment comprises tangible items held for use in the production or supply of goods or services, for rental to others, or for administrative purposes, that are expected to be used during more than one accounting period. Software that is not integral to the operation of the related hardware does not qualify as property, plant and equipment. Instead it is classified as an intangible asset. Fixed assets are recorded at cost or as revalued to market. If carried at revalued amounts, assets should be annually revalued to match the carrying amount of such assets with the fair values. Foreign exchange gains or losses relating to the procurement of property, plant and equipment, under very restrictive conditions, can be capitalized as part of the asset. Estimates of useful life and residual value, and the method of depreciation, are reviewed at least at each annual reporting date. Any changes are accounted for prospectively as a change in estimate. When an item of property, plant and equipment comprises individual components for which different depreciation methods or rates are appropriate, each component is depreciated separately. Borrowing costs that are directly attributable to the acquisition, construction, or production of a “qualifying asset” form part of the cost of that asset.	Property, plant and equipment is defined similarly to IFRS; however, under U.S. GAAP computer software is often included in property, plant and equipment. Unlike IFRS, revaluation of fixed assets is prohibited under U.S. GAAP, except in connection with purchase accounting. All foreign exchange gains or losses relating to the payables for the procurement of property, plant and equipment are recorded in the income statement. Unlike IFRS, estimates of useful life and residual value, and the method of depreciation, are reviewed only when events or changes in circumstances indicate that the current estimates or depreciation method no longer are appropriate. Any changes are accounted for prospectively as a change in estimate. Component depreciation is permitted by U.S. GAAP, but not required. Like IFRS, borrowing costs incurred while a “qualifying asset” is being prepared for its intended use form part of the cost of that asset. However, U.S. GAAP allows for more judgment in determination of the capitalization rate that could lead to differences in the amount of costs capitalized.

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Topic	IFRS	U.S. GAAP
Impairment Testing	An entity shall assess at each reporting date whether there is any indication that an asset/CGU may be impaired. The impairment loss is the difference between the asset’s/CGU’s carrying amount and its recoverable amount. The recoverable amount is the higher of the asset’s/CGU’s fair value less costs to sell and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. The impairment loss recognized in prior periods for an asset shall be reversed if there has been a change in the estimates used to determine the asset’s/CGU’s recoverable amount since the last impairment loss was recognized. Impairment losses on goodwill recognized in a prior period cannot be reversed.	Like IFRS, impairment testing is required when there is an indication of impairment. An impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value (which is determined based on discounted cash flows). Unlike IFRS, reversal of impairment losses recognized in a prior period is prohibited under U.S. GAAP.
Stock-Based Compensation	The fair value of shares and options awarded to employees is recognized over the period to which the employees’ services relate. The award is presumed to be for past services if it is unconditional without any performance criteria. An entity should treat each installment of a graded vesting award as a separate share option grant. This means that each installment will be separately measured and attributed to expense, resulting in accelerated recognition of total expense.	Like IFRS, the fair value of stock-based compensation is recognized over the requisite service period, which may be explicit, implicit or derived depending on the terms of the awards (e.g. service conditions, market conditions, performance conditions or a combination of conditions). Unlike IFRS, entities are allowed to make an accounting policy choice regarding recognition of an award with service conditions and a graded vesting schedule. Specifically, an entity can elect to recognize compensation expense:
	Employers’ social security liability arising from share-based payment transactions is recognized over the same period or periods as the share-based payment charge.	•on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance multiple awards; or •on a straight-line basis over the requisite service period for the entire award (i.e. over the requisite service period of the last separately vesting portion of the award). Employer payroll taxes due on employee stock-based compensation are recognized as an expense on the date of the event triggering the measurement and payment of the tax to the taxing authority (generally the exercise date and vesting date for options and restricted stock, respectively).

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Topic	IFRS	U.S. GAAP
Leases	A finance lease is a lease that transfers substantially all of the risks and rewards incidental to ownership of the leased asset from the lessor to the lessee; title to the asset may or may not transfer. IFRS applies a substance over legal form approach and requires judgment. An operating lease is a lease other than a finance lease.	Similar concepts are generally applied under U.S. GAAP when determining whether a lease is a capital (finance) lease to a lessee. However, U.S. GAAP provides explicit quantitative thresholds that define when certain of these criteria are met. An operating lease is a lease other than a finance lease.
Income Taxes	Income taxes are calculated using the tax rates that are either enacted or “substantively enacted” at the balance sheet date. Deferred tax assets should be recognized when it is probable (i.e. more likely than not) that they will be utilized. Deferred tax assets and liabilities are classified as non-current on the balance sheet. A deferred tax liability (asset) is recognized for the difference in tax bases between jurisdictions as a result of an intra-group transfer of assets.	Income taxes are calculated using enacted tax rates at the balance sheet date. Deferred tax assets are recognized in full, with valuation allowances established to reduce the asset to an amount considered more likely than not to be realized. Unlike IFRS, deferred tax assets and liabilities are separated into current and non-current based on the nature of assets and liabilities causing a temporary difference and reported as such in the balance sheet if an entity presents a classified balance sheet.
	Unlike U.S. GAAP, IFRS does not specifically address uncertain tax positions. In certain circumstances where the uncertain tax positions lead to future expected payments to settle, they may be recognized as part of current tax liabilities using a probability weighted or best estimate approach.	Unlike IFRS, a deferred tax liability (asset) is not recognized for the difference in tax bases between jurisdictions as a result of an intra-group transfer of assets. U.S. GAAP has specific guidance for accounting for and disclosure of uncertain tax positions which requires that they be measured using a cumulative probability approach. Uncertain tax positions are reported in other non-current liabilities.
Financial Instruments	A derivative is defined as a financial instrument (1) whose value changes in response to changes in a specified underlying security, (2) requires little or no net investment and (3) is settled at a future date. Evaluating whether a transfer of a financial asset qualifies for derecognition requires consideration of whether substantially all risks and rewards and, in certain circumstances control, has been transferred. IFRS does not allow the use of the “short-cut” method and, therefore, requires for all hedge accounting relationships that an entity demonstrate at inception and in subsequent periods that the hedge is expected to be highly effective.	Derivatives are defined similarly to IFRS; however, U.S. GAAP also requires that the derivative contract provide for net settlement. The derecognition model for transfers of financial assets focuses on surrendering control over the transferred assets. The transferor has surrendered control over transferred assets only if certain conditions are met. Unlike IFRS, U.S. GAAP provides for the use of a “short-cut” (effectiveness is assumed) method for applying hedge accounting when certain conditions are met.

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Topic	IFRS	U.S. GAAP
	An embedded derivative is separated from the host contract if it is determined that the embedded derivative is not closely related to the host contract. An evaluation of the nature (i.e. economic risks and characteristics) of the host contract and the underlying derivative must be made.	Like IFRS, determining whether an embedded derivative is clearly and closely related to the host contract requires the nature of the host contract and the underlying derivative to be considered. However, the U.S. GAAP guidance for the term “clearly and closely related” differs from the IFRS guidance and as a result, certain embedded derivatives recognized under IFRS may not be recognized under U.S. GAAP.
Inventories	Inventories are measured at the lower of cost and net realizable value. The cost of inventory is determined using the FIFO (first-in, first-out) or weighted average cost method. The LIFO (last-in, first-out) method is prohibited. The same cost formula is applied to all inventories having a similar nature and use to the entity.	Inventories are measured at the lower of cost and market. Unlike IFRS, the cost of inventory can be determined using the LIFO method in addition to the FIFO or weighted average method. The same cost formula need not be applied to all inventories having a similar nature and use to the entity.
	Net realizable value is the estimated selling price less the estimated costs of completion and sale. If the net realizable value of an item that has been written down increases subsequently, then the write-down is reversed.	Net realizable value is the estimated selling price less the estimated costs of completion and sale. Unlike IFRS, “market” is replacement cost limited by net realizable value (ceiling) and net realizable value less a normal profit margin (floor). Under U.S. GAAP, a write-down of inventory to market is not reversed for subsequent recoveries in value.
Provisions	Provisions relating to present obligations from past events are recorded if an outflow of resources is probable and can be reliably estimated. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The anticipated cash flows are discounted using a pre-tax discount rate (or rates) that reflect(s) current market assessments of the time value of money and those risks specific to the liability if the effect is material. If a range of estimates is predicted and no amount in the range is more likely than any other amount in the range, the “mid-point” of the range is used to measure the liability.	Specific rules exist for the recognition of employee termination costs, environmental liabilities and loss contingencies. Unlike IFRS, if a range of estimates is present and no amount in the range is more likely than any other amount in the range, the “minimum” (rather than the mid-point) amount is used to measure the liability. Unlike IFRS, a provision is only discounted when the timing of the cash flows is fixed. Differences may arise in the selection of the discount rate, particularly in the area of asset retirement obligations.

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Topic	IFRS	U.S. GAAP
Debt Issuance Costs	Debt issuance costs are capitalized and presented in the balance sheet as a deduction from the carrying value of the borrowings. The deferred costs are amortized to the income statement using the effective interest method.	Like IFRS, debt issuance costs are capitalized. However, unlike IFRS, debt issuance costs are classified on the balance sheet as an asset. Like IFRS, the deferred costs are amortized to the income statement using the effective interest method.

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Summary Historical and Pro Forma Combined Financial Information

The following tables set forth (i) summary unaudited RGHL Combined Group pro forma financial information, as of the dates and for the periods indicated and (ii) summary historical RGHL Group financial information, as of the dates and for the periods indicated.

“RGHL Combined Group” refers to RGHL and its consolidated subsidiaries, including Graham Packaging and Dopaco, as a combined company following the consummation of, and after giving pro forma effect to, the November 2012 Refinancing Transactions, the September 2012 Refinancing Transactions, the February 2012 Refinancing Transactions, the Graham Packaging Transaction, the Dopaco Acquisition, and the 2011 Refinancing Transactions. For information regarding these transactions, see “The Transactions.”

The summary historical and pro forma combined financial information should be read together with the respective financial statements and the notes thereto, along with the “Glossary of Selected Terms,” “Summary — Presentation of Financial Information,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Combined Financial Information,” “Selected Historical Consolidated and Historical Combined Financial Data,” and “Operating and Financial Review and Prospects.” You should regard the summary financial information below only as an introduction and should base your investment decision on a review of the entire prospectus.

RGHL Group

On January 31, 2007, Rank Group commenced the acquisition of IP’s Bev Pack Business. This process occurred in stages from January 31, 2007 to April 30, 2007. See “The Transactions — The Initial Evergreen Acquisition.”

On May 4, 2010, Rank Group’s investment in Evergreen (which was IP’s Bev Pack Business prior to the Initial Evergreen Acquisition) was acquired by the RGHL Group. See “The Transactions — The Evergreen Transaction.” As a result of the Evergreen Transaction, we refer to IP’s Bev Pack Business prior to January 31, 2007 as the “RGHL Group Predecessor.” Prior to the Initial Evergreen Acquisition, the RGHL Group had no significant operations.

RGHL acquired SIG Combibloc on May 11, 2007 pursuant to a public tender offer and a subsequent squeeze-out of minority shareholders that was completed on November 7, 2007. See “The Transactions — The SIG Transaction.”

In 2008, as part of the Reynolds Acquisition, certain affiliated entities that are ultimately owned by our strategic owner, Mr. Graeme Hart, acquired the closures, consumer products and food and flexible packaging business of Alcoa that became our Reynolds consumer products business and Closures segment following the RGHL Transaction and our Reynolds foodservice packaging business following the Reynolds Foodservice Acquisition. See “The Transactions — The Reynolds Acquisition.” On November 5, 2009, RGHL acquired Closures and the Reynolds consumer products business from such affiliated entities. See “The Transactions — The RGHL Transaction.” Separately on September 1, 2010, RGHL acquired the Reynolds foodservice packaging business from such affiliated entities. See “The Transactions — The Reynolds Foodservice Acquisition.”

On November 16, 2010, RGHL acquired Pactiv for a total enterprise value, including net debt, of $5.8 billion. See “The Transactions — The Pactiv Transaction.”

On May 2, 2011, RGHL acquired Dopaco from Cascades Inc. The consideration for the acquisition was $395 million in cash. The purchase price was paid from existing cash of the RGHL Group. See “The Transactions — The Dopaco Acquisition.”

On September 8, 2011, RGHL acquired Graham Company for a total enterprise value, including net debt, of $4.5 billion. See “The Transactions — The Graham Packaging Transaction.”

Our Evergreen, SIG and Closures segments and our Reynolds consumer products and Reynolds foodservice packaging businesses, which are part of our Reynolds Consumer Products and Pactiv Foodservice segments, respectively, have been under common ownership and control through entities ultimately 100% owned by

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Mr. Graeme Hart, our strategic owner, for four years, but they have not been owned, directly or indirectly, by a single company that consolidated their financial results or operated them as a single combined business for that period of time. We have determined that the Evergreen Acquisition, the RGHL Acquisition and the Reynolds Foodservice Acquisition constituted business combinations of entities under common control. IFRS is silent on the accounting required for business combinations involving entities that are under common control, but requires that entities develop and consistently apply an accounting policy for such transactions. Accordingly, we have chosen to account for RGHL’s acquisitions of Evergreen, Closures and the Reynolds consumer products and Reynolds foodservice packaging businesses, which were acquired from entities under the common control of our ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combination does not change the historical carrying value of the assets and liabilities in the business acquired. The excess of the purchase price over the consolidated carrying value of net assets acquired is recognized directly in equity. No additional goodwill separately arose as a result of the Evergreen Transaction, the RGHL Transaction or the Reynolds Foodservice Acquisition.

We account for business combinations under common control from the date Mr. Graeme Hart, our strategic owner and sole ultimate shareholder, originally obtained control of each of the businesses presented.

We account for business combinations, other than business combinations under common control, using the purchase method of accounting. We have accounted for the Pactiv Acquisition, the Dopaco Acquisition and the Graham Packaging Acquisition using the purchase method of accounting.

The summary historical financial information of the RGHL Group as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 has been derived from the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 included elsewhere in this prospectus. The summary historical financial data of the RGHL Group as of September 30, 2012 and for the nine month periods ended September 30, 2012 and 2011 has been derived from the RGHL Group’s interim unaudited condensed financial statements, included elsewhere in this prospectus.

Pro Forma Combined Financial Information

The summary unaudited pro forma combined financial information is based on the historical financial information of the RGHL Group, Dopaco and Graham Packaging, each of which is included elsewhere in this prospectus, as adjusted to illustrate the impact of the November 2012 Refinancing Transactions, the September 2012 Refinancing Transactions, the February 2012 Refinancing Transactions, the 2011 Refinancing Transactions, the Dopaco Acquisition and the Graham Packaging Transaction (collectively, the “Pro Forma Transactions”). For further information regarding the Pro Forma Transactions, see “The Transactions.” The unaudited pro forma combined income statements give effect to the Pro Forma Transactions as if they had been completed as of January 1, 2011. The unaudited pro forma combined balance sheet gives effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions as if they had been completed as of September 30, 2012.

The unaudited pro forma adjustments are based upon current available information and assumptions that we believe to be reasonable. The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages.

The summary historical financial and pro forma information is for informational purposes only and is not intended to represent or to be indicative of the results of operations or financial position that the RGHL Group or the pro forma combined group would have reported had the Pro Forma Transactions been completed as of the dates set forth in the unaudited pro forma combined financial information and is not necessarily indicative of our future consolidated results of operations or financial position. Our actual results may differ significantly from those reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma combined financial information and actual amounts. As a result,

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the unaudited pro forma combined financial information does not purport to be indicative of what our financial condition or results of operations would have been had the Pro Forma Transactions been completed on the applicable dates of the unaudited pro forma combined financial information.

The unaudited pro forma combined income statements (i) do not include adjustments for any prospective revenue or cost saving synergies that may be achieved, in addition to those reflected in the historical financial information, since the completion of the Dopaco Acquisition or the Graham Packaging Acquisition or as a result of any of the other acquisitions we have completed, and (ii) do not include non-recurring items directly related to the Pro Forma Transactions. In addition, the unaudited pro forma combined financial information does not give effect to any of the adjustments made to derive the RGHL Combined Group Adjusted EBITDA, which are each described under “Summary — Summary Historical and Pro Forma Combined Financial Information.”

We have adjusted the financial data of Dopaco and Graham Packaging for the periods presented by applying IFRS in all material respects to such financial data.

Summary Unaudited RGHL Combined Group Pro Forma Financial Information

	RGHL Combined Group(1)
	For the Year  Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(IFRS) (In $ million)
Income Statement Data
Revenue	$	14,068		$	10,558		$	10,357
Cost of sales		(11,740	)		(8,845	)		(8,429	)
Gross profit		2,328			1,713			1,928
Other income		87			68			128
Selling, marketing and distribution expenses		(424	)		(343	)		(264	)
General and administration expenses		(678	)		(488	)		(633	)
Other expenses		(257	)		(213	)		(147	)
Share of profit of associates and joint ventures, net of income tax (equity method)		17			14			19
Profit (loss) from operating activities		1,073			751			1,031
Financial income		23			33			97
Financial expenses		(1,554	)		(1,190	)		(1,037	)
Net financial expenses		(1,531	)		(1,157	)		(940	)
Profit (loss) before income tax		(458	)		(406	)		91
Income tax benefit (expense)		25			27			29
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(433	)	$	(379	)	$	120

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	RGHL Combined Group as  of September 30, 2012
	(IFRS) (In $ million)
Balance Sheet Data
Cash and cash equivalents	$	1,434
Trade and other receivables — current		1,579
Inventories		1,736
Property, plant and equipment		4,368
Investment property		32
Intangibles		12,311
Other assets		1,033
Total assets		22,493
Trade and other payables — current		1,886
Borrowings — current		625
Borrowings — non-current		17,351
Other liabilities		2,882
Total liabilities		22,744
Net assets (liabilities)	$	(251	)

(1) Refer to “Unaudited Pro Forma Combined Financial Information” for details regarding the basis of preparation and description of the pro forma adjustments.

	RGHL Combined Group(1)
	For the Year  Ended December 31, 2011		For the Nine Months Ended September 30,
			2011		2012
	(IFRS) (In $ million except ratios)
Pro Forma Other Financial Data:
Total Capital Expenditure	$	634	$	461	$	441
RGHL Combined Group EBITDA(2)		2,306		1,666		1,887
RGHL Combined Group Adjusted EBITDA(3)		2,529		1,861		1,916
Pro Forma Ratio of earnings to fixed charges(4)		—		—		1.1

(1) Refer to “Unaudited Pro Forma Combined Financial Information” for details regarding the basis of preparation and description of the pro forma adjustments.

(2) RGHL Combined Group EBITDA is defined as profit (loss) from continuing operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and amortization of intangible assets. EBITDA is not a measure of our financial condition, liquidity or profitability and should not be considered as a substitute for profit (loss) from continuing operations for the period, operating profit or any other performance measures derived in accordance with IFRS or as a substitute for cash flow from operating activities as a measure of our liquidity in accordance with IFRS. Additionally, EBITDA is not intended to be a measure of free cash flow, as it does not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax

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payments and capital expenditures. We believe that the inclusion of EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA identically, this presentation of the RGHL Combined Group EBITDA may not be comparable to other similarly titled measures used by other companies. The following table reconciles the RGHL Combined Group EBITDA calculation presented above to the RGHL Combined Group profit (loss) from continuing operations for the periods presented:

	RGHL Combined Group(1)
	For the Year  Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(IFRS)
	(In $ million)
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(433	)	$	(379	)	$	120
Income tax (benefit) expense		(25	)		(27	)		(29	)
Net financial expenses		1,531			1,157			940
Depreciation and amortization		1,233			915			856
RGHL Combined Group EBITDA(2)	$	2,306		$	1,666		$	1,887

(3) RGHL Combined Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Combined Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash. Adjusted EBITDA is not a presentation made in accordance with IFRS, is not a measure of financial condition, liquidity or profitability and should not be considered as an alternative to profit (loss) from continuing operations for the periods determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. See “Risk Factors.” Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow, as it does not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present Adjusted EBITDA and other pro forma measures of Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate Adjusted EBITDA identically, this presentation of Adjusted EBITDA may not be comparable to the similarly titled measures of other companies. The

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following table reconciles the RGHL Combined Group EBITDA calculation presented above to the RGHL Combined Group Adjusted EBITDA for the periods presented:

	RGHL Combined Group
	For the Year  Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(IFRS) (In $ million)
RGHL Combined Group EBITDA	$	2,306		$	1,666		$	1,887
Asset impairment charges(a)		15			13			26
Business acquisition and integration costs(b)		59			30			37
Business interruption costs (net of recoveries)(c)		2			2			1
Equity method profit not distributed in cash(d)		(10	)		(9	)		(12	)
Fixed asset write-down(e)		—			—			10
Gain on modification of retiree medical plan benefits(f)		(25	)		(18	)		—
Gain on sale of businesses(g)		(5	)		(5	)		(66	)
Impact of purchase price accounting on inventories(h)		33			32			—
ITR agreements(i)		13			13			—
Manufacturing plant fire, net of insurance recoveries(j)		—			—			11
Non-cash inventory charge(k)		3			3			9
Non-cash pension income(l)		(42	)		(31	)		(37	)
Operational process engineering related consultancy costs(m)		42			34			18
Restructuring costs(n)		93			85			48
SEC registration costs(o)		6			2			7
Unrealized (gain) loss on derivatives(p)		26			26			(17	)
VAT and customs duties on historical imports(q)		1			6			(1	)
Other(r)		12			12			(5	)
RGHL Combined Group Adjusted EBITDA	$	2,529		$	1,861		$	1,916

(a) Reflects impairment charges relating to the write-down of non-current assets to their recoverable amount in the RGHL Group and Graham Packaging.

(b) Reflects costs incurred by the RGHL Group related to business acquisitions and integrations.

(c) Reflects business interruption costs (net of insurance recoveries) as a result of natural disasters at various plants.

(d) Reflects adjustments to deduct equity accounted results of joint ventures to the extent that they are not distributed in cash.

(e) Reflects the adjustment to correct certain of RGHL Group’s fixed assets.

(f) Represents the gain from modification of retiree medical plan benefits.

(g) For the year ended December 31, 2011, the gain on sale of business was $5 million, on disposal of one of Closures’ European businesses. For the nine months ended September 30, 2012, the gain on sale of business was $66 million on disposal of Pactiv Foodservice’s laminating operations in Louisville, Kentucky.

(h) Reflects the fair value adjustment to inventories as a result of the purchase price accounting exercise against cost of sales.

(i) Reflects amounts in respect of the ITR agreements, which were accrued for by Graham Packaging prior to and unrelated to the consummation of the Graham Packaging Acquisition.

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(j) Reflects business interruption costs at Pactiv Foodservice in 2012 as a result of fire damage at its manufacturing plant in Moorehead, Minnesota.

(k) Reflects non-cash charges related to the alignment of inventory standard costs at the Pactiv Foodservice and Reynolds Consumer Products segments as a result of the Pactiv Acquisition.

(l) Reflects non-cash pension income included in the results of operations.

(m) Reflects consulting fees incurred at our SIG, Reynolds Consumer Products and Pactiv Foodservice segments to optimize business processes, including the purchase of raw material and other inputs.

(n) Reflects restructuring costs relating to cost saving programs associated with implementing workforce reductions and plant closures.

(o) Reflects costs incurred by the RGHL Group related to the SEC registration process.

(p) Reflects the adjustments for unrealized gains or losses on derivatives.

(q) Reflects customs duties and VAT on historical imports (net of provision reductions).

(r) Other items include Graham Packaging reorganization costs, Dopaco employee benefit plan modification costs, insurance claims and proceeds received from patent use claims.

(4) For purposes of calculating the pro forma ratio of earnings to fixed charges, earnings represent income before income taxes from continuing operations before adjustments for minority interests and equity from affiliates plus fixed charges and distributed income of equity investees. Fixed charges include the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, and (c) an estimate of the interest within rental expense. This ratio does not have the same definition as any similarly titled ratio with respect to the notes. For certain of the periods presented, the ratio coverage was less than 1.0x. The RGHL Combined Group would have needed to generate additional earnings of $473 million and $418 million for the year ended December 31, 2011 and for the nine months ended September 30, 2011, respectively, to achieve a coverage of 1.0x.

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Summary Historical RGHL Group Financial Information

	RGHL Group
	Year Ended December 31,									Nine Months Ended September 30,
	2009(†)			2010(*†)			2011(**†)			2011(***††)			2012(****††)
	(IFRS) (In $ million)
Income Statement
Revenue	$	5,910		$	6,774		$	11,789		$	8,279		$	10,357
Cost of sales		(4,691	)		(5,524	)		(9,725	)		(6,830	)		(8,429	)
Gross profit		1,219			1,250			2,064			1,449			1,928
Other income		201			102			87			68			128
Selling, marketing and distribution expenses		(211	)		(231	)		(347	)		(266	)		(264	)
General and administration expenses		(366	)		(392	)		(628	)		(438	)		(633	)
Other expenses		(96	)		(80	)		(268	)		(224	)		(147	)
Share of profit of associates and joint ventures, net of income tax (equity method)		11			18			17			14			19
Profit (loss) from operating activities		758			667			925			603			1,031
Financial income		21			66			22			32			60
Financial expenses		(513	)		(752	)		(1,420	)		(1,086	)		(1,304	)
Net financial income (expenses)		(492	)		(686	)		(1,398	)		(1,054	)		(1,244	)
Profit (loss) before income tax		266			(19	)		(473	)		(451	)		(213	)
Income tax benefit (expense)		(149	)		(78	)		56			64			125
Profit (loss) from continuing operations for the period	$	117		$	(97	)	$	(417	)	$	(387	)	$	(88	)

* Represents a full year of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include operations of our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

** Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to December 31, 2011.

*** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments and includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

**** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

† Derived from the audited financial statements of the RGHL Group.

†† Derived from the interim unaudited condensed financial statements of the RGHL Group.

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	RGHL Group
	As of December 31,							As of September 30,
	2009(*†)		2010(**†)		2011(***†)			2012(***††)
	(IFRS) (In $ million)
Balance Sheet Data
Cash and cash equivalents	$	516	$	664	$	597		$	1,807
Trade and other receivables		683		1,150		1,509			1,579
Inventories		756		1,281		1,764			1,736
Property, plant and equipment		1,825		3,266		4,546			4,368
Investment property		76		68		29			32
Intangible assets		3,279		8,748		12,545			12,311
Other assets		627		799		921			1,042
Total assets		7,762		15,976		21,911			22,875
Trade and other payables		761		1,246		1,760			1,886
Borrowings — current		112		141		521			393
Borrowings — non-current		4,842		11,701		16,625			17,922
Other liabilities		943		2,624		3,186			2,885
Total liabilities		6,658		15,712		22,092			23,086
Net assets (liabilities)	$	1,104	$	264	$	(181	)	$	(211	)

* Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments, included in the RGHL Group’s annual audited financial statements which are not included elsewhere in this prospectus.

** Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include balance sheet data for our Hefty consumer products and Pactiv foodservice packaging businesses, respectively.

*** Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

† Derived from the audited financial statements of the RGHL Group.

†† Derived from the interim unaudited condensed financial statements of the RGHL Group.

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	RGHL Group
	Year Ended December 31,									Nine Months Ended September 30,
	2009(†)			2010(*†)			2011(**†)			2011(***††)			2012(****††)
	(IFRS) (In $ million except ratios)
Other Financial Data
Total capital expenditures	$	292		$	337		$	520		$	347		$	441
RGHL Group EBITDA(1)		1,260			1,171			1,897			1,257			1,887
RGHL Group Adjusted EBITDA(2)		1,130			1,251			2,124			1,456			1,916
Ratio of earnings to fixed charges(3)		1.6			—			—			—			—
Cash Flow Statement Data
Net cash flows from (used in) operating activities		770			383			443			163			531
Net cash flows from (used in) investing activities		(135	)		(4,588	)		(2,502	)		(2,388	)		(339	)
Net cash flows from (used in) financing activities		(501	)		4,345			2,006			2,608			998

* Represents data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include data for our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

** Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to December 31, 2011.

*** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments and includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

**** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

† Derived from the audited financial statements of the RGHL Group.

†† Derived from the interim unaudited condensed financial statements of the RGHL Group.

The following table reconciles the RGHL Group EBITDA calculations presented above to our profit (loss) from continuing operations for the periods presented:

	RGHL Group
	Year Ended December 31,								Nine Months Ended September 30,
	2009†		2010*†			2011(**†)			2011(***††)			2012(****††)
	(IFRS) (In $ million)
Profit (loss) from continuing operations	$	117	$	(97	)	$	(417	)	$	(387	)	$	(88	)
Income tax (benefit) expense		149		78			(56	)		(64	)		(125	)
Net financial expenses		492		686			1,398			1,054			1,244
Depreciation and amortization		502		504			972			654			856
RGHL Group EBITDA(1)	$	1,260	$	1,171		$	1,897		$	1,257		$	1,887

* Represents data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include data for our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

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** Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to December 31, 2011.

*** Includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

**** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

† Derived from the audited financials statements of the RGHL Group.

†† Derived from the interim unaudited condensed financial statements of the RGHL Group.

(1) RGHL Group EBITDA is defined as profit (loss) from continuing operations before income tax expenses, net financial expenses, depreciation of property, plant and equipment and amortization of intangible assets. EBITDA is not a measure of our financial condition, liquidity or profitability and should not be considered as a substitute for profit (loss) for the year, operating profit or any other performance measures derived in accordance with IFRS or as a substitute for cash flow from operating activities as a measure of our liquidity in accordance with IFRS. Additionally, EBITDA is not intended to be a measure of free cash flow, as it does not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA identically, this presentation of the RGHL Group EBITDA may not be comparable to other similarly titled measures of other companies.

(2) RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash.

Adjusted EBITDA is not a presentation made in accordance with IFRS, is not a measure of financial condition, liquidity or profitability and should not be considered as an alternative to profit (loss) for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. See “Risk Factors.” Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow, as it does not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present Adjusted EBITDA and other pro forma measures of Adjusted EBITDA because investors, analysts and rating agencies consider these

40

measures useful. The following table reconciles the RGHL Group EBITDA calculation presented above to RGHL Group Adjusted EBITDA for the periods presented:

	RGHL Group
	Year Ended December 31,									Nine Months Ended September 30,
	2009(†)			2010(*†)			2011(**†)			2011(***††)			2012(****††)
	(IFRS) (In $ million)
RGHL Group EBITDA	$	1,260		$	1,171		$	1,897		$	1,257		$	1,887
Asset impairment charges, net of reversals(a)		13			28			12			10			26
Black Liquor Credit(b)		(214	)		(10	)		—			—			—
Business acquisition and integration costs(c)		—			12			85			56			37
Business interruption costs (net of recoveries)(d)		5			2			2			2			1
Change of control payments(e)		—			—			12			12			—
Closure Systems International Americas, Inc. gain on acquisition(f)		—			(10	)		—			—			—
Elimination of the effect of the historical Reynolds Consumer hedging policy(g)		95			—			—			—			—
Equity method profit not distributed in cash(h)		(10	)		(14	)		(10	)		(9	)		(12	)
Fixed asset write-down(i)		—			—			—			—			10
Gain from modification of retiree medical plan benefits(j)		—			—			(25	)		(18	)		—
Gain on sale of businesses and investment properties(k)		—			(16	)		(5	)		(5	)		(66	)
Impact of purchase price accounting on inventories(l)		—			63			33			32			—
Manufacturing plant fire, net of insurance recoveries(m)		—			—			—			—			11
Non-cash inventory charge(n)		—			—			3			3			9
Non-cash pension income(o)		—			(5	)		(42	)		(31	)		(37	)
Operational process engineering related consultancy costs(p)		13			8			42			34			18
Related party management fees(q)		3			1			—			—			—
Restructuring costs(r)		58			9			88			80			48
SEC registration costs(s)		—			—			6			2			7
Termination of supply agreement(t)		—			7			—			—			—
Transition costs(u)		24			—			—			—			—
Unrealized (gain) loss on derivatives(v)		(129	)		(3	)		26			26			(17	)
VAT and customs duties on historical imports(w)		3			10			1			6			(1	)
Other(x)		9			(2	)		(1	)		(1	)		(5	)
RGHL Group Adjusted EBITDA	$	1,130		$	1,251		$	2,124		$	1,456		$	1,916

* Represents data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include data for our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

** Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to December 31, 2011.

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*** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments and includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

**** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

† Derived from the audited financial statements of the RGHL Group.

†† Derived from the interim unaudited condensed financial statements of the RGHL Group.

(a) Reflects impairment charges relating to the write-down of non-current assets to their recoverable amount, predominantly in relation to the sale of a plant in Venezuela at Evergreen in 2009, impairment charges relating to the write-down of property, plant and equipment and intangible assets to their recoverable amount in relation to the sale or closure of certain of Pactiv Foodservice’s operations in 2010 and 2011, impairment charges relating to the write-down of investment properties at SIG in 2011, and impairment charges at Pactiv Foodservice and Graham Packaging during the nine month period ended September 30, 2012.

(b) Reflects tax credits, net of related expenses, received for the use of alternative fuel mixtures to produce energy to operate the Evergreen business during the 2009 and 2010 years. See “Operating and Financial Review and Prospects.”

(c) Reflects costs incurred by the RGHL Group related to business acquisitions and integrations.

(d) Reflects business interruption costs (net of insurance recoveries) as a result of natural disasters at various plants.

(e) Reflects change of control payments to former Graham Packaging employees.

(f) Reflects the difference between the net assets acquired and consideration paid on the acquisition of Closure Systems International Americas Inc. (see note 33 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011).

(g) Reflects the impact of the elimination of the historical hedging policy in 2009.

(h) Reflects adjustments to deduct equity accounted results of joint ventures to the extent that they are not distributed in cash, as disclosed in the reconciliation of the profit for the period with the net cash from operating activities of the RGHL Group’s audited financial statements as of and for the years ended December 31, 2009, 2010 and 2011 and the RGHL Group’s interim unaudited condensed financial statements as of September 30, 2012 and for the nine month periods ended September 30, 2011 and 2012.

(i) Reflects the adjustment to correct certain of the RGHL Group’s fixed assets.

(j) Represents the gain from modification of retiree medical plan benefits.

(k) Reflects a total gain on sale of businesses of $16 million for the year ended December 31, 2010, comprised of $8 million on disposal of the Reynolds foodservice packaging business’s interest in its envelope window film operations, $6 million on other business disposals and the gain on sale of investment properties of $2 million at SIG. For the year ended December 31, 2011, the gain on sale of business was $5 million on disposal of one of Closures’ European businesses. For the nine months ended September 30, 2012, the gain on sale of business was $66 million on disposal of Pactiv Foodservice’s laminating operations in Louisville, Kentucky.

(l) Reflects the fair value adjustment to inventories as a result of the purchase price accounting exercise against cost of sales.

(m) Reflects business interruption costs at Pactiv Foodservice in 2012 as a result of fire damage at its manufacturing plant in Moorhead, Minnesota.

(n) Reflects non-cash charges related to the alignment of inventory standard costs at the Pactiv Foodservice and Reynolds Consumer Products segments as a result of the Pactiv Acquisition.

(o) Reflects non-cash pension expense or income included in the results of operations.

(p) Reflects consulting fees incurred at our Evergreen, Reynolds Consumer Products and Pactiv Foodservice segments to optimize business processes, including the purchase of raw material and other inputs.

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(q) Reflects an expense for management fees relating to executives of Evergreen.

(r) Reflects restructuring costs relating to cost saving programs associated with implementing workforce reductions and plant closures, as disclosed in note 10 of the RGHL Group’s audited financial statements as of December 31, 2011 and note 8 of the RGHL Group’s interim unaudited condensed financial statements as of September 30, 2012 and for the nine month periods ended September 30, 2011 and 2012.

(s) Reflects costs incurred by the RGHL Group related to the SEC registration process.

(t) Reflects amounts paid to settle the termination of a supply contract at Pactiv Foodservice.

(u) Reflects incremental costs incurred by the RGHL Group associated with transitioning the Reynolds consumer products business from Alcoa, including costs related to IT systems and duplicative shared services during the transition period.

(v) Reflects the adjustments for unrealized gains or losses on derivatives.

(w) Reflects customs duties and VAT on historical imports.

(x) Other items include insurance claims, a loss on sale of a business, plant realignment costs, the write-off of certain receivables, and proceeds received from patent use claims.

(3) For purposes of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes from continuing operations before adjustments for minority interests and equity from affiliates plus fixed charges and distributed income of equity investees. Fixed charges include the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, and (c) an estimate of the interest within rental expense. This ratio does not have the same definition as any similarly titled ratio with respect to the notes. For certain periods presented where the ratio coverage was less than 1.0x, the RGHL Group would have needed to generate additional earnings of $34 million, $488 million, $463 million and $229 million for the years ended December 31, 2010 and 2011 and for the nine months ended September 30, 2011 and 2012, respectively, to achieve a coverage of 1.0x.

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RISK FACTORS

You should carefully consider the following risk factors, in addition to the other information presented in this prospectus, including all the financial statements and related notes, in evaluating our business and an investment in the notes. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial also may materially and adversely impact our business, financial condition or results of operations.

Risks Related to Our Business

The RGHL Group’s lack of an operating history as a single company combining all of the RGHL Group’s segments, including the businesses of Dopaco and Graham Packaging, and the challenge of integrating previously independent businesses make evaluating our business and our future financial prospects difficult.

The RGHL Group’s lack of an operating history as a single company combining all of the RGHL Group’s segments, including the businesses of Pactiv, Dopaco and Graham Packaging, makes evaluating our business and our future financial prospects difficult. Our potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently organized or combined companies.

In this prospectus, we have presented financial statements and financial information of the RGHL Group, Pactiv, Dopaco and Graham Packaging.

Although the financial statements of the RGHL Group included in this prospectus reflect the operations of our SIG, Evergreen and Closures segments and the operations of our Reynolds foodservice packaging business and Reynolds consumer products business, which are part of our Pactiv Foodservice and Reynolds Consumer Products segments, respectively, we did not operate these businesses during all of the periods presented, even though they are presented as combined in the RGHL Group’s financial statements. These businesses have been under common ownership and control through entities ultimately 100% owned by Mr. Graeme Hart for several years. However, these businesses were not owned, directly or indirectly, by a single company that consolidated their financial results or managed them on a combined basis prior to the completion of the Reynolds Foodservice Acquisition on September 1, 2010.

In addition, the RGHL Group’s financial statements reflect the operations of our Pactiv foodservice packaging and Hefty consumer products businesses only from November 16, 2010.

We acquired Dopaco on May 2, 2011 and, as a result, its results are only reflected in the RGHL Group’s financial statements from May 2, 2011.

We acquired Graham Packaging on September 8, 2011 and, as a result, its results are only reflected in the RGHL Group’s financial statements from September 8, 2011.

Our unaudited pro forma combined financial information is not intended to reflect what our actual results of operations and financial condition would have been had the RGHL Group been a consolidated company with Pactiv, Dopaco and Graham Packaging for the periods presented, and therefore these results may not be indicative of our future operating performance.

Because we acquired Graham Packaging on September 8, 2011, Dopaco on May 2, 2011 and Pactiv on November 16, 2010, our historical financial information does not consolidate the financial results for the RGHL Group, Graham Packaging, Dopaco and Pactiv for all the periods presented. The financial results of Graham Packaging, Dopaco and Pactiv are only reflected in the historical financial statements of the RGHL Group from the dates they were acquired by RGHL. The historical financial statements consist of the financial statements of the RGHL Group, the separate financial statements of Pactiv for periods prior to the Pactiv Transaction, the separate financial statements for Dopaco prior to the Dopaco Acquisition and the separate financial statements

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and financial information for Graham Packaging prior to the Graham Packaging Acquisition, each included elsewhere in this prospectus. In addition, Pactiv’s, Dopaco’s and Graham Packaging’s historical financial statements included elsewhere in this prospectus are presented in accordance with U.S. GAAP, which differs in certain respects from IFRS, the accounting principles used by the RGHL Group.

The unaudited pro forma combined financial information presented in this prospectus is for illustrative purposes only and is not intended to, and does not purport to, represent what our actual results or financial condition would have been if each of the Pro Forma Transactions had occurred on the relevant dates. The unaudited pro forma combined financial information has been prepared using the purchase method of accounting, pursuant to which the purchase price in connection with acquisitions is required to be allocated to the

underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of the acquisition, with any excess purchase price allocated to goodwill.

In addition, the RGHL Group incurred costs associated with completing the Graham Packaging Acquisition and the Pactiv Acquisition. We incurred approximately $130 million of additional cash outlays to achieve the expected cost savings and synergies from the Pactiv Acquisition. We expect to incur approximately $75 million of cash outlays by the end of 2013 to achieve the expected cost savings and synergies from the Graham Packaging Acquisition of which we have incurred $36 million from the date of the acquisition to September 30, 2012. We expect to incur approximately $22 million of cash outlays by the end of 2012 to achieve the expected costs savings and synergies from the Dopaco Acquisition, of which we have incurred $21 million from the date of acquisition to September 30, 2012. Because these future cash outlays are not recurring and certain costs are capital in nature, they are not reflected in the unaudited pro forma combined income statements included elsewhere in this prospectus. Accordingly, the historical and pro forma financial information included in this prospectus does not reflect what the RGHL Group’s results of operations and financial condition would have been had the RGHL Group been a consolidated entity with Pactiv, Dopaco and Graham Packaging during all periods presented, or what our results of operations and financial condition will be in the future.

Other important information about the presentation of our financial information is included under the heading “Summary — Presentation of Financial Information.” Although EBITDA, along with Adjusted EBITDA, as the case may be, is derived from the financial statements of the RGHL Group, Pactiv, Dopaco and Graham Packaging, the calculation of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and may differ materially from actual results. For example, raw materials pricing, synergies, cost savings and the determination of foreign currency conversions contain significant estimates and assumptions. Although we believe these estimates and assumptions are reasonable and correct, investors should not place undue reliance upon Adjusted EBITDA as an indicator of current and future performance given how it is calculated and the possibility that actual results may differ from the underlying estimates and assumptions.

Our business and financial performance may be harmed by future increases in raw material, energy and freight costs.

Raw material costs historically have represented a significant portion of our cost of sales, so changes in raw material prices may impact our results of operations. The primary raw materials used to manufacture our products are resin (particularly high-density polyethylene, or “HDPE,” polypropylene, or “PP,” polyethylene, or “PE,” polystyrene, or “PS,” and polyethylene terephthalate, or “PET”), aluminum, fiber (principally raw wood and wood chips) and paperboard (principally cartonboard and cupstock). The prices of our raw materials, particularly resin, have fluctuated significantly in recent years. See “Operating and Financial Review and Prospects — Key Factors Influencing our Financial Condition and Results of Operations — Raw Materials and Energy Prices.”

Fluctuations in raw material costs can adversely affect our business because most of our purchases of raw materials are based on negotiated rates with suppliers, which are tied to published indices. While we sometimes enter into hedging agreements for some of our raw materials and energy sources, such as aluminum, resins and natural gas, to minimize the impact of such fluctuations, we generally have not entered into hedging arrangements for other raw materials and energy sources. In addition, we typically do not enter into long-term purchase contracts that provide for fixed quantities or prices for our principal raw materials. Although our

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revenue is directly impacted by changes in raw material costs as a result of raw material cost pass-through mechanisms in many of the customer pricing agreements entered into by each of our segments other than our SIG segment and branded products, which represent the majority of aluminum foil products sold by our Reynolds Consumer Products segment, the contractual price adjustments do not occur simultaneously with commodity price fluctuations, but rather on a mutually agreed upon schedule. Due to differences in timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Even where our contracts provide for price adjustments based on changes in raw material costs, such adjustments are not immediate and may not fully offset our increased costs. We also use price increases, where possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements. However, there is no assurance that increases in raw material costs may be covered by increases in pricing. As a result, we often are not able to pass on price increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the price increases. Moreover, an increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight costs could have an adverse impact on the volume of units we sell and decrease our revenue.

In addition to our dependence on primary raw materials, we are also dependent on different sources of energy for our operations, such as coal, fuel oil, electricity and natural gas. In particular, our Evergreen segment is susceptible to price fluctuations in natural gas, as it incurs significant natural gas costs to convert raw wood and wood chips to paper products and liquid packaging board. Historically, we have been able to mitigate the effect of higher energy-related costs with productivity improvements and other cost reductions. However, there is no assurance that we can sustain the level of productivity improvements and cost reduction measures in the future. In addition, if some of our large contracts were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable of providing coal, fuel, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business, financial condition and operating results may suffer.

We are also dependent on third parties for the transportation of both our raw materials and the products we sell. In certain jurisdictions, we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other transportation costs.

Our operating results depend upon a steady supply of wood fiber and any impairment in our ability to procure wood fiber at cost-effective prices may adversely affect our business, financial condition and operating results.

Evergreen does not own or control any timberlands and must buy its fiber either through supply agreements or on the open market. One of Evergreen’s supply agreements for wood fiber, which expires on May 14, 2014, currently accounts for 22% of its total requirements for the supply of wood chips and the prices that Evergreen pays for wood fiber under that agreement at any particular time may be greater or less than spot market prices. Evergreen also has agreements with numerous other suppliers to purchase wood fiber at market prices. If any of these agreements were to be terminated for any reason, or not renewed upon expiration, or if market conditions were to substantially change, we may not be able to find alternative, comparable suppliers or suppliers capable of providing our wood fiber needs on terms or in amounts satisfactory to us. As a result, our business, financial condition and operating results could suffer.

In addition, the cost and availability of wood fiber have at times fluctuated greatly because of weather, economic or general industry conditions. From time to time, timber harvesting may be limited by natural events, such as fire, insect infestation, disease, ice storms, excessive rainfall and windstorms, or by harvesting restrictions. Production levels within the forest products industry are also affected by such factors as currency fluctuations, duties and finished lumber prices. All of these factors can increase the price we pay for wood fiber from our existing suppliers or from any new suppliers and we may not be able to immediately pass on raw material price increases to our customers, if at all. Due to differences in the timing of the pricing mechanism trigger points between our sales and purchase contracts, there is often a lead-lag impact during which margins are

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negatively impacted for the short term in periods of rising raw material prices and positively impacted in periods of falling raw material prices. Therefore, selling prices of our finished products may not increase in response to raw material price increases. Our operating results may be materially and adversely affected if we are unable to pass through any raw material price increases to our customers.

We depend on a small number of suppliers for our raw materials and any interruption in our supply of raw materials would harm our business and financial performance.

Most of our raw material requirements are sourced from a relatively small number of suppliers. In addition, we do not have written contracts with some of our suppliers and many of our contracts can be terminated on short notice. As a consequence, we are highly dependent on these suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are beyond our control. Any interruption in the supply of raw materials could have an adverse impact on our business and results of operations. In addition, SIG relies on a small number of suppliers for its cartonboard requirements for its aseptic carton packaging business. Specifically, SIG purchases nearly all of its cartonboard requirements from Stora Enso Oyj. SIG has purchased cartonboard from Stora Enso Oyj for several years, generally pursuant to written contracts, but from time to time without a written contract in place. SIG’s current contract with Stora Enso Oyj expires on December 31, 2013. However, if Stora Enso Oyj is unwilling or unable to supply cartonboard to SIG at any time and SIG is unable to obtain a replacement supplier or manufacturer within a reasonable amount of time, SIG may experience a significant interruption in its production of aseptic carton packaging sleeves, which may adversely affect our business and results of operations.

Our ability to expand our operations could be adversely affected if we lose access to additional blow molding equipment.

Graham Packaging’s access to blow molding equipment is important to its ability to expand its operations. Graham Packaging has access to a broad array of blow molding equipment and suppliers. However, if we fail to continue to have access to this new blow molding equipment or these suppliers, our ability to expand our operations may be materially and adversely affected until alternative sources of technology can be arranged.

Our business and financial performance may be adversely affected by downturns in the target markets that we serve.

Many of our products are packaging for products manufactured by other companies, so demand for our products is directly affected by consumer consumption of the products sold in the packages we produce. General economic conditions affect consumption in SIG’s, Evergreen’s, Closures’ and Graham Packaging’s primary end-use markets, including beverage products, such as milk, other dairy products, juices, bottled water and carbonated and non-carbonated soft drinks, as well as the liquid food market and other packaged consumer products. Reynolds Consumer Products depends on the market conditions in the retail industry and consumer demand for its products, such as aluminum foil, wraps, and bags, which are also affected by general economic conditions. Similarly, demand for our Pactiv Foodservice products depends on the market conditions in the foodservice industry and consumer demand for their products.

Downturns or periods of economic weakness or increased prices in these consumer markets have resulted in the past, and could result in the future, in decreased demand for our products. In particular, our business has been in the past, and could be in the future, adversely affected by any economic downturn that results in difficulties for any of our major customers, including retailers. For example, the continuing uncertainty about future economic conditions globally, and in the United States and Europe in particular, could negatively impact our customers and adversely affect our results of operations. These conditions are beyond our control and may have an impact on our sales and results of operations. Macro-economic issues involving the broader financial markets, including the housing and credit systems and general liquidity issues in the securities markets, have negatively impacted the economy and may negatively affect our growth. In addition, weak economic conditions and declines in consumer spending and consumption have in the past harmed, and may in the future harm, our operating results. For example, during the latter part of 2008, melamine contamination in China impacted a significant number of milk products; as a result, consumer confidence within the Chinese market significantly declined, resulting in lower

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milk sales. In Russia, the recent economic downturn significantly reduced the demand for liquid packaging in the juice division in 2009. In the United States, the economic downturn also reduced demand for branded consumer products such as waste and storage bags, with customers shifting towards purchases of lower priced store branded products.

Increased competition could reduce our sales and profitability and adversely affect our financial condition and results of operations.

All of our segments operate in highly competitive markets. Some of our segments, such as SIG and Evergreen, operate in markets with a limited number of key global competitors. Certain of those competitors have a significantly higher market share than we do globally or in the geographic markets in which we compete and may have substantially greater financial and other resources than we do. The global beverage caps and closures market is highly fragmented, with Closures being one of a relatively small number of key global participants. Reynolds Consumer Products faces significant competition in all of its product lines from numerous national and regional companies of various sizes and cost structures. The foodservice market is also highly fragmented, with Pactiv Foodservice being one of the few participants with a product range that spans most of the foodservice product categories. Some competitors offer a more specialized variety of packaging materials and concepts and may serve more geographic regions through various distribution channels. Graham Packaging has a significant market share in rigid blow-molded plastic containers in North America but faces increasing competition in the market.

We believe that the aseptic and fresh carton packaging, paper and beverage caps and closures businesses are highly competitive, and product pricing is a key competitive factor. Besides product pricing, we also compete by offering customers volume rebates, marketing allowances and extended payment terms for purchases of our filling machines. As a result, unless we are able to control our operating costs, our gross margin may be adversely affected. In 2008, as a result of competitive pricing, one of Closures’ major customers significantly reduced its purchasing of beverage caps and closures from us in the United States, which adversely affected Closures’ business and results of operations. It is possible that we will lose additional customers in the future, which would adversely affect our business and results of operations.

Although capital costs in many of our businesses, particularly in the aseptic and fresh carton packaging and beverage caps and closures industries, are high and there are intellectual property and technological barriers to entry, we also face the threat of competition in the future from new entrants from other segments in the packaging market or outside the packaging market, as well as from existing suppliers. We also face potential competition, particularly in emerging markets like Russia and East Asia, from companies that supply carton sleeves to customers who already own filling machines. These competitors do not incur the capital costs associated with the production and supply of filling machines and are, therefore, able to provide carton sleeves at a lower cost. As a result, to the extent there are new entrants, it may become difficult for us to increase or even maintain our prices. In addition to other aseptic and fresh carton packaging suppliers, our aseptic and fresh carton packaging businesses also face competition from packaging made from PET and other substrates. The prices that we can charge for our products and systems are therefore constrained by the availability and cost of substitutes. For example, in the German market, PET substitution in the juice segment has impacted adversely our results of operations. Some customers or potential customers of our caps and closures business, especially in emerging markets, might explore the option to self-manufacture caps and closures, which may adversely affect our financial condition and results of operations.

We also compete in the paper, cup stock and ovenable packaging board markets. Some of our competitors in these markets have lower costs than we do and may be less adversely affected than we are by price declines or by increases in raw material costs. In addition, several of our competitors in these markets have significantly greater financial and other resources and a lower product cost basis than we have and thus can better withstand adverse economic or market conditions. Moreover, changes within the paper industry have occurred, including the consolidation of producers of products that compete with us and consolidation within the distribution channels for our products, and may continue to occur, and may adversely affect our business and financial performance.

Reynolds Consumer Products is subject to intense competition in a marketplace dominated by large retailers. We compete with diverse manufacturers of consumer products including large and well established

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multinational companies, as well as regional and local companies. Our principal customers are grocery stores, mass-merchants, clubs, discount stores and drug stores. The rapid growth of these large retailers, together with changes in consumer purchasing patterns, have contributed to the formation of dominant multi-category retailers that have strong negotiating power with suppliers. Current trends among such retailers include fostering high levels of competition among suppliers, demanding innovative new products from suppliers and requiring suppliers to maintain or reduce product prices and deliver products with shorter lead times. Other trends include consumers shifting purchasing channels by moving away from grocery stores and towards clubs and mass-merchants and retailers importing products directly from foreign sources and sourcing and selling products under their own store brands, which compete with our Reynolds and Hefty branded products.

Pactiv Foodservice is subject to intense competition mainly from significantly smaller competitors, many of whom have lower fixed costs. Certain competitors offer a more specialized variety of packaging materials and concepts. Our success in obtaining business in the foodservice market is driven primarily by our breadth of product offerings, price, product features, performance, speed to market, distribution capabilities and value-added services.

Graham Packaging operates in a competitive environment. In the past, Graham Packaging has encountered pricing pressures in its markets and could experience further declines in prices of plastic packaging as a result of competition. Although Graham Packaging has been able over time to partially offset pricing pressures by reducing its cost structure and making the manufacturing process more efficient, Graham Packaging may not be able to continue to do so in the future.

The combination of these market influences has created an intensely competitive environment in which our customers continuously evaluate their suppliers, often resulting in downward pricing pressures and the need for large, consumer-meaningful brands, continuous introduction and commercialization of innovative new products, continuing improvements in customer service and the maintenance of strong relationships with large, high-volume purchasers. We also face intense competition from consumer product companies, as most of our products compete with other widely advertised brands within each product category and with store branded products. We also face the risk of changes in the strategy or structure of our major retailer customers, such as overall store and inventory reductions and retailer consolidation. The intense competition in the retail sector combined with the current economic environment may result in a number of retailers experiencing financial difficulty or failing in the future. As a result of these factors, we may experience reduced sales and profitability and a limited ability to recover our cost increases through price increases.

We are affected by seasonality and cyclicality in certain of our businesses.

Demand for beverages and consequently the related packaging, caps and closures, may be affected by adverse weather conditions, especially during the summer months when prolonged periods of unseasonably cool or wet weather in a particular market may affect sales volumes and therefore our financial condition and the results of our operations. In addition, demand for our consumer products, and in some instances our packaging products, typically increases during the holiday season which leads to increased sales in the fourth quarter, and our school milk carton business is typically stronger during the North American school semesters and decreases during the holiday periods.

The market for non-packaging paper products, such as Evergreen’s coated groundwood or uncoated free sheet products, is highly cyclical and sensitive to changes in general business conditions, industry capacity, consumer preferences and other factors. We have no control over these factors and they can significantly influence our financial performance. Many of our products in the paper segment are commodities and thus are readily substitutable and are subject to robust competition. The prices for our products may fluctuate substantially in the future, and continued or sustained weakness in prices or continued or sustained downturns in market conditions could have a material adverse effect on our business, financial condition and operating results.

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Our business and financial performance may be harmed by changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns.

Many of our products are used by consumers in connection with food or beverage products. Any reduction in consumer demand for these product types as a result of lifestyle, environmental, nutritional or health considerations could have a significant impact on our customers and hence on our financial condition and results of operations. For example, there have been recent concerns about the environmental impact resulting from the manufacturing, shipping and/or disposal of resin-based products, such as plastic water bottles and polystyrene containers and packaging that are considered harmful to the environment by consumers. Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand management and consumer purchasing decisions. In addition, changes in consumer lifestyle, such as the gradual decline of home cooking, may result in decreasing demand for certain of our consumer products and increasing demand for our foodservice products. Our financial position and results of operations might be adversely affected to the extent that such environmental concerns or changes in consumer lifestyle reduce demand for our products.

If Reynolds Consumer Products does not continue to develop and maintain brands that are meaningful to consumers, our results of operations may suffer.

The ability of Reynolds Consumer Products to compete successfully increasingly depends on its ability to develop and maintain brands that are meaningful to consumers. The development and maintenance of such brands requires significant investment in product innovation, brand-building, advertising and marketing initiatives. Reynolds Consumer Products focuses on developing innovative products to address consumers’ unmet needs as well as introducing store branded products that emulate other popular branded consumer products and may increase its expenditures for advertising and other brand-building or marketing initiatives. However, these initiatives may not deliver the desired results which could adversely affect our business.

If we fail to maintain satisfactory relationships with our major customers, our results of operations could be adversely affected.

Many of our customers are large and possess significant market leverage, which results in significant downward pricing pressure, and generally constrains our ability to pass through price increases. SIG’s, Evergreen’s and Closures’ products are sold under multi-year supply agreements with many of their customers, while Reynolds Consumer Products generally sells its branded products pursuant to informal trading policies and its store branded products under one year or multi-year agreements. Pactiv Foodservice sells the majority of its products under agreements ranging from a few months to one year, with the balance sold pursuant to purchase orders or informal trading policies. In addition, we do not have written agreements with some of our customers and many of our agreements can be terminated on short notice. Graham Packaging’s sales are made pursuant to long-term customer purchase orders and contracts which typically vary in length with terms up to ten years. The contracts are requirements contracts which do not obligate the customer to purchase any given amount of product from Graham Packaging. Prices under Graham Packaging’s arrangements are tied to market standards and therefore vary with market conditions. SIG, Evergreen and Closures typically offer their major customers a variety of incentives to purchase their filling and capping machines or lease their filling machines. If our major customers reduce purchasing volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. For example, in 2008, one of Closures’ major customers significantly reduced its purchasing of beverage caps and closures from us in the United States, which adversely affected Closures’ business and results of operations. It is possible that we will lose customers in the future, which may adversely affect our business and results of operations.

We could incur significant costs in complying with environmental, health and safety laws or permits or as a result of satisfying any liability or obligation imposed under such laws or permits.

Our operations are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. Among other things, these laws regulate the emission or discharge of materials into the

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environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of our employees and the end-users of our products, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. Violations of these laws and regulations or non-compliance with any conditions contained in any environmental permit can result in substantial fines or penalties, injunctive relief, requirements to install pollution or other controls or equipment, civil and criminal sanctions, permit revocations and/or facility shutdowns. We could be held liable for the costs to address contamination of any real property we have ever owned, operated or used as a disposal site. We also could incur fines, penalties, sanctions or be subject to third-party claims for property damage, personal injury or nuisance or otherwise as a result of violations of or liabilities under environmental laws or in connection with releases of hazardous or other materials. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including additional investigation or other obligations with respect to any potential health hazards of our products or business activities or the imposition of new permit requirements, may lead to additional compliance or other costs that could have a material adverse effect on our business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign governments, have responded, and are expected to continue to respond, to these issues with increased legislation and regulation, which could negatively affect us. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the United States Environmental Protection Agency, or “EPA,” is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These and other foreign, federal and state climate change initiatives may cause us to incur additional direct costs in complying with new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from our suppliers, customers or both incurring additional compliance costs that could get passed through to us or impact product demand. Additionally, the EPA is continuing the development of other new standards and programs that may be applicable to our operations. For example, the EPA has issued but is currently reconsidering regulations under the Clean Air Act governing emissions from industrial boilers. These or other rules promulgated in the future could result in additional material costs to us.

In addition, a number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of plastic wastes disposed. Programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and requiring retailers or manufacturers to take back packaging used for their products. Legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact our business. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. Future legislation and initiatives could adversely affect us in a manner that would be material to our results of operations.

In early September 2012, we learned that emissions of Volatile Organic Compounds (“VOC”) from foil rolling operations at the Reynolds Consumer Products segment’s Louisville, Kentucky facility may have been close to the annual limit imposed under the facility’s air emissions permit. We voluntarily reported the emissions level to the Louisville Metro Air Pollution Control District (the “LMAPCD”) and, to avoid exceeding the annual limit under the facility’s air emissions permit, ceased foil rolling operations at our Louisville facility on September 6, 2012 (other operations at the facility continued). We reached an agreement with the LMAPCD with regard to recommencing and continuing foil rolling operations, and on September 19, 2012, we recommenced all operations. The agreement will require incremental capital costs for the facility and other expenses that could reduce our operating margins and could involve penalties, similar costs or enforcement action imposed by the LMAPCD or other regulatory authorities, but we do not expect that their impact on our business, financial condition or results of operations will be material.

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Loss of any of our key manufacturing facilities could have an adverse effect on our financial condition or results of operations.

While we manufacture most of our products in a large number of diversified facilities, and maintain insurance covering these facilities, a loss of the use of all or a portion of any of our key manufacturing facilities due to an accident, labor issues, weather conditions, natural disaster or otherwise, may have a material adverse effect on our financial condition or results of operations. In addition, certain of our products are produced at only one location or at a small number of facilities, increasing the risks associated with a loss of use of such facilities. For example, after the consolidation of Reynolds Consumer Products’ Richmond and Louisville manufacturing facilities in late 2009, we can only perform the foil rolling phase of our foil manufacturing process in our Louisville plant and the melting and casting phase in our Hot Springs facility. Loss or disruption of either of these two facilities would significantly interrupt our production process and adversely affect our business and results of operations. We recently ceased foil rolling operations at our Louisville plant for 13 days in order to avoid exceeding the annual limit under the plant’s air emissions permit. This is the only facility at which we currently produce our foil products. Because we were able to recommence operations within a relatively short period of time, the impact of this event on our business was not material. However, an event that triggered a larger disruption of production at that facility could have a material adverse effect on our financial condition or results of operations. Additionally, we experienced a flood at our Louisville plant in 2009, which required us to suspend production at that facility for a short period of time. Similarly, we were affected by earthquakes in Chile in 2010 and Japan in 2011, which caused one of Closures’ facilities to suspend its operations for approximately two months.

We may be unable to achieve some or all of the benefits that we expect to achieve from our restructuring and cost savings programs.

We may not be able to realize some or all of the cost savings and other adjustments we expect to achieve in the future as a result of our restructuring and cost savings programs in the time frame we anticipate. For a detailed description of these cost savings measures and other adjustments expected, refer to “Operating and Financial Review and Prospects.” A variety of factors could cause us not to realize some of the expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, our ability to eliminate duplicative back office overhead and redundant selling, general and administrative functions, obtain procurement related savings, rationalize our distribution and warehousing networks, rationalize manufacturing capacity and shift production to more economical facilities and our ability to avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

Our insurance may not protect us against business and operating risks.

We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we will not be fully insured against all risks associated with pollution and other environmental incidents or impacts. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable or obtain or renew insurance against certain risks. Any significant uninsured liability may require us to pay substantial amounts which would adversely affect our cash position and results of operations.

We may be involved in a number of legal proceedings that could result in substantial liabilities for us.

We are involved in several legal proceedings. It is difficult to predict with certainty the cost of defense or the outcome of these proceedings and their impact on our business, including remedies or damage awards. The outcomes of these legal proceedings and other contingencies could require us to take or refrain from taking certain actions, which actions or inactions could adversely affect our operations or could require us to pay

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substantial amounts of money or restrict our operations. If liabilities or fines resulting from these proceedings are substantial or exceed our expectations, our business, financial condition or results of operations may be adversely affected.

Loss of our key management and other personnel, or an inability to attract new management and other personnel, could impact our business.

We depend on our senior executive officers and other key personnel to operate our businesses and on our in-house technical experts to develop new products and technologies and to service our customers. The loss of any of these officers or other key personnel could adversely affect our operations. Competition for qualified employees among companies that rely heavily on engineering and technology is intense, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our ability to conduct research and development activities successfully or develop and support marketable products.

Future government regulations and judicial decisions affecting products we produce or the products contained in or sealed with the packaging, caps or closures we produce could significantly reduce demand for our products.

Government regulations and judicial decisions that affect the products we produce or the products contained in or sealed with the packaging, caps or closures we produce could significantly reduce demand for our products. For example, German legislation has been passed that requires a deposit to be paid for certain disposable beverage packages. It is possible that in the future our products may become subject to such deposit requirements if the recycling of our products falls below acceptable thresholds. Future legislation could also limit the use of our products or impose certain taxes on the use of our products. Such legislation could significantly reduce demand for many of our products and adversely affect our sales.

Changes to health and food safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public’s attitude towards our consumer products or the end products for which we provide packaging, caps or closures is substantially affected.

Significant consolidation among our customers or the loss of a significant customer could decrease demand for our products or our profitability.

Consolidation among our customers could adversely affect our profitability. We have observed that over the last ten years, there has been a trend toward consolidation among our customers in the food and beverage industry and in the retail and foodservice industries, and we expect that this trend will continue. In particular, consolidation among our customers could increase their ability to apply price pressure, and thereby force us to reduce our selling prices or lose sales, which would impact our results of operations. Following a consolidation, our customers in the food and beverage industry may also close production facilities or switch suppliers of packaging, caps or closures which could impact sales of our filling and capping machines and other products, while our customers in the retail industry may close stores, reduce inventory or switch suppliers of consumer products.

Additionally, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging rely on a relatively small number of customers for a significant portion of their revenue. In 2011, Reynolds Consumer Products’ top ten customers accounted for approximately 67% of its revenue, with two customers accounting for approximately 27% and 13% of revenue. In 2011, Pactiv Foodservice’s top ten customers accounted for approximately 45% of its revenue, with one customer accounting for approximately 12% of revenue. In 2011, Graham Packaging’s top ten customers accounted for approximately 48% of its revenue. The loss of any of our significant customers could have a material adverse effect on our business, financial condition and results of operations.

Supply of faulty or contaminated products could harm our reputation and business.

We have control measures and systems in place to ensure the maximum safety and quality of our products is maintained. The consequences of not being able to do so, due to accidental or malicious raw material contamination, or

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due to supply chain contamination caused by human error or faulty equipment, could be severe. Such consequences may include adverse effects on consumer health, reputation, loss of customers and market share, financial costs or loss of revenue. In addition, if any of our competitors or customers supply faulty or contaminated products to the market, or if manufacturers of the end-products that utilize our packaging produce faulty or contaminated products, our industry, or our end-products’ industries, could be negatively impacted, which could have adverse effects on our business.

In addition, if any of our products are found to be defective, we could be required to recall such products, which could result in adverse publicity, significant expenses and a disruption in sales and could affect our reputation and that of our products. Although we maintain product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or potential product liability claims may be excluded under the terms of the policy.

Developments in electronic data transmission as well as rising postal costs could weaken demand for our paper products.

Recent trends in electronic data transmission and storage and in the use of the internet have tended to reduce the demand for paper products, particularly traditional print media. These trends could hurt our paper business. In addition, there has also been a trend toward on-line invoice payment. An increase in the cost of postage, or an increased availability and acceptance of on-line invoice payment options, could lessen demand for paper.

Currency exchange rate fluctuations could adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we operate in different geographical areas and transact in a range of currencies in addition to dollars. Our other transacting currencies include the euro, the Brazilian real, the British pound, the Canadian dollar, the Chinese yuan renminbi, the Japanese yen, the Korean won, the Mexican peso, the New Zealand dollar, or “NZ$,” the Polish zloty, the Russian ruble, the Singapore dollar, the Swiss franc, the Taiwanese dollar and the Thai baht. Where possible, we try to minimize the impact of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. We cannot assure you, however, that we will be successful in protecting against these risks. Under certain circumstances in which we are unable to naturally offset our exposure to these currency risks, we enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our revenue and expenses as reported in dollars. Given the volatility of exchange rates, particularly as a result of uncertainty surrounding the euro due to the European debt crisis, we may not be able to manage our currency transaction risks effectively, and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.

We may not be successful in adequately protecting our intellectual property rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on the patent and trademark rights granted under the laws of countries in Europe, the United States and various other countries in which we operate, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including confidentiality agreements with employees and third parties to protect our knowledge and trade secrets. However, these precautions and our patents and trademarks may not afford complete protection against infringement by third parties, and there can be no assurance that others will not independently develop the knowledge and trade secrets. Patent and trademark rights are territorial; thus, the patent and trademark protection we do have will only extend to those countries in which we have been issued patents and have registered trademarks. Even so, the laws of certain countries do not protect our intellectual property rights to the same extent as do the laws of various European countries and the United States. Further, we may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property may adversely affect our results of operations and make it more difficult for us to establish a strong market position in countries which

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may not afford adequate protection of intellectual property. Additionally, we have licensed, and may license in the future, patents, trademarks, trade secrets and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products may infringe on the intellectual property rights of such persons and we may be subject to claims asserting infringement of intellectual property rights. No assurance can be given that we will not be subject to such additional claims seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be protracted and costly and could have a material adverse effect on our business and results of operations.

If we are unable to stay abreast of changing technology in our industry, our profits may decline.

Our businesses are subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will depend in part upon our ability to develop and market new products and to implement and utilize technology successfully to improve our business operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to obtain the financing we require to develop or acquire competing technologies.

Employee slowdowns, strikes and similar actions could have a material adverse effect on our business and operations.

A significant portion of our employees in several locations globally are subject to collective bargaining agreements. Many of our employees in Asia, Europe, Mexico and South America are represented by works councils. In addition, the transportation and delivery of raw materials to our manufacturing facilities and of our products to our customers by workers that are members of labor unions is critical to our business. In many cases, before we take significant actions with respect to our production facilities, such as workforce reductions or closures, we must reach agreement with applicable labor unions and employee works councils. The failure to maintain satisfactory relationships with our employees and their representatives, or prolonged labor disputes, slowdowns, strikes or similar actions could have a material adverse effect on our business and results of operations.

We face risks associated with certain pension obligations.

We have pension plans that cover many of our employees, former employees, and employees of formerly affiliated businesses. Many of these pension plans are defined benefit pension plans, pursuant to which the participants receive defined payment amounts regardless of the value or investment performance of the assets held by such plans. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, could cause an increase in the underfunded status of our defined benefit pension plans, thereby increasing our obligation to make contributions to the plans, which in turn would reduce the cash available for our business.

Our largest pension plan is the Pactiv Retirement Plan, of which Pactiv became the sponsor at the time of the Pactiv spin-off from Tenneco Inc. (now Pactiv) in 1999. This plan covers most of Pactiv’s employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco but not currently owned

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by us. As a result, while persons who are not current Pactiv employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only Pactiv personnel were participants. For this reason, the impact of the pension plan on our net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on our results compared with similarly sized companies: (i) assumptions regarding the long-term rate of return on pension assets and other factors, (ii) interest rate used to discount projected benefit obligations, (iii) level of amortization of actuarial gains and losses, (iv) governmental regulations relating to funding of retirement plans in the United States and foreign countries and (v) financial market performance. As of December 31, 2011, Pactiv’s U.S. pension plan was underfunded by $892 million and subsequent financial market performance and decreases in interest rates may have significantly increased this deficit. Future contributions to our pension plans, including Pactiv’s U.S. pension plan, could reduce the cash otherwise available to operate our business and could have an adverse effect on our results of operations.

In addition, certain of our businesses participate in various multi-employer pension plans administered by labor unions representing some of our current or former employees. We make periodic contributions to these plans, and if we withdraw from participation in these plans, we could be required to make an additional lump-sum contribution to the plan. If other participating employers withdraw from these plans or become insolvent, our liability could increase. Some multi-employer plans, including some of those in which we participate, are reported to have significant underfunded liabilities, which could increase the size of our potential withdrawal liability.

We may not be able to successfully integrate businesses we have acquired in the past or may acquire in the future, and we may not be able to realize anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

Our ability to successfully implement our business plan and achieve targeted financial results depends on our ability to successfully integrate businesses we have acquired in the past or may acquire in the future. Acquisitions inherently involve risks, including those associated with assimilating and integrating different business operations, corporate cultures, personnel, infrastructure and technologies or products and increasing the scope, geographic diversity and complexity of operations. There may be additional costs or liabilities associated with the acquisitions that we have consummated in recent years that we did not anticipate at the time such acquisitions were consummated, including an unexpected loss of key employees or customers and hiring additional management and other critical personnel. These acquisitions may also be disruptive to our ongoing business and may not be successfully received by our customers. Any of these risks could adversely affect our business, financial condition and results of operations.

Changes in global conditions could adversely affect our business and results of operations.

Our financial results could be substantially affected by global market risks in the countries outside the United States in which we have manufacturing facilities or sell our products. Our business and results of operations are materially affected by conditions in the European economy. Adverse economic conditions in Europe have adversely affected consumer confidence and, as a result, have impacted demand for our packaging products that are used for discretionary consumer products sold in that region. There can be no assurance that a continuing economic downturn in Europe would not result in further adverse effects that may be material to our cash flows, competitive position, financial condition, results of operations, or our ability to access capital. In addition, we have substantial manufacturing facilities in certain countries that are exposed to economic and political instability. For example, Evergreen ceased operations in Venezuela due to political turmoil in the region. Many of our raw materials, particularly plastic resins, are affected by changes in oil prices, and economic or political unrest in petroleum producing countries, such as those in the Middle East, will affect oil prices, which could affect our cost of raw materials and our results. Downturns in economic activity, adverse foreign tax consequences or any changes in social, political or labor conditions in any of these countries or regions could negatively affect our results of operations.

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Our third-party equipment leasing arrangements may increase our exposure to credit risk from customer defaults.

SIG enters into arrangements under which filling machines are sold to third-party finance companies that lease the machines to their customers. In the event that a customer defaults under the terms of its lease, under certain circumstances, these finance companies could require us to repurchase the filling machine. As a result, we are exposed to the credit risk of our customers under these leasing arrangements. The potential obligation to buy back filling machines exposed us to a potential maximum liability of $15 million as of December 31, 2011 and $32 million as of December 31, 2010. If we have to repurchase filling machines, we may have to utilize our available cash or our availability under our revolving credit facility.

We expect to pursue and execute acquisitions, which, if not successful, could adversely affect our business.

As part of our strategy, we plan to consider the acquisition of other companies, assets and product lines that either complement or expand our existing business. These acquisitions may be significant in size, scope or otherwise. However, we may not be able to continue to grow through acquisitions and cannot assure you that we will be able to consummate any acquisitions or that any future acquisitions will be consummated at acceptable prices and terms or that the acquired businesses will be successfully integrated into our current operations. Acquisitions involve a number of specific risks, including:

• the diversion of management’s attention to the assimilation of the acquired companies and their employees and on the management of expanding operations;

• the incorporation of acquired products into our product lines;

• demands on our operational and financial systems;

• demands on our financial resources;

• possible adverse effects on our operating results;

• the potential loss of customers of the acquired business;

• the inability to retain key employees of the acquired business; and

• failure to achieve the results we anticipate from such acquisitions.

There are or may be liabilities associated with the businesses we have acquired or may acquire. Acquisitions have the risk that the obligations and liabilities of an acquired company may not be adequately released, indemnified or reflected in the historical financial statements of such company and the risk that such historical financial statements may contain errors. We may also become responsible for liabilities that we failed or were unable to discover in the course of performing due diligence procedures in connection with our historical acquisitions and any future acquisitions. When possible, we require the sellers to indemnify us against certain undisclosed liabilities; however, we cannot be certain that these indemnification rights that we have obtained, or will obtain in the future, will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition or results of operations.

In addition, we may not be able to successfully integrate future acquisitions without substantial costs, delays or other problems. The costs or the failure of any such integration effort could have a material adverse effect on our operating results and financial condition.

We have given warranties and indemnities to the purchasers in connection with business disposals, and agreed in some instances to non-compete provisions, which have not yet expired and may give rise to claims against us or our controlled entities or limit our ability to engage in business in certain geographical areas.

From time to time we have disposed of segments or elements of our businesses, and we may dispose of other segments or elements of our businesses in the future. As part of these types of transactions, we are generally required to indemnify the purchasers of such businesses for various liabilities, and the resulting

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indemnification obligations may be significant. These types of transactions may also restrict our ability to engage in certain operations or conduct business in certain geographical areas for a certain period of time. Some of the time periods within which a claim can be brought under warranty and indemnity provisions have not expired, and we have experienced several indemnity claims based on disposal transactions. If any material claims in respect of these types of dispositions are successfully brought against us in the future, such claims may have a material adverse effect on our business, financial condition and results of our operations.

Conditions in the global capital and credit markets and the economy in general may have a material adverse effect on our business, results of operations or financial position.

The global capital and credit markets have recently undergone a period of unprecedented volatility and disruption and the global economy recently experienced a recession. Our results of operations and financial position were, and may continue to be, negatively affected by adverse changes in the global capital and credit markets and the economy in general, both in the United States and elsewhere around the world. Economic conditions may also adversely affect the ability of our lenders, customers and suppliers to continue to conduct their respective businesses and may affect our ability to operate our production facilities in an economical manner. Many of our customers rely on access to credit to fund their operations. The inability of our customers to access credit facilities may adversely affect our business by reducing our sales, increasing our exposure to accounts receivable bad debts and reducing our profitability.

Concerns about consumer confidence, the availability and cost of credit, reduced consumer spending and business investment, the volatility and strength of global capital and credit markets and inflation have affected, and may continue to affect, the business and economic environment and ultimately the profitability of our business. Economic downturns characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending have resulted, and may continue to result, in decreased demand for our products. We are unable to predict the likely duration or severity of any disruption in global capital and credit markets and the economy in general, all of which are beyond our control and may have a significant impact on our business, results of operations, cash flows and financial position.

The impairment of our trade receivable financings could adversely impact our liquidity.

On November 7, 2012, certain members of the RGHL Group entered into the Securitization Facility. The Securitization Facility is for an amount up to $600 million. As of the date of this prospectus, the RGHL Group had drawn $500 million under this facility. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The funding base may vary, on a monthly basis, throughout the term of the Securitization Facility. To the extent the amount of eligible trade receivables decreases, we may be required to pay down existing borrowings under the Securitization Facility, which could require us to use cash on hand or revolver availability which may not be available or may be more expensive than the Securitization Facility.

In addition, SIG currently sells, and our other segments may in the future sell, a significant portion of its trade receivables through separate factoring programs to finance our working capital needs. As of December 31, 2011 and December 31, 2010, 39% and 46%, respectively, of SIG’s trade receivables were subject to non-recourse factoring programs. The factoring programs are an important source of liquidity, even though the SIG program is not reflected on our balance sheet.

Our access to factoring programs depends on the availability of receivables insurance, and on our credit rating and the credit ratings of our customers and insurers. We may be unable to continue to utilize factoring programs or may only be able to do so on less desirable terms if either we are unable to obtain or renew receivables insurance or our credit rating or the credit ratings of our customers or insurers are negatively impacted. An inability to utilize factoring programs would slow our conversion of trade receivables to cash and increase our working capital requirements, which could require us to use revolver availability or cash on hand or seek alternative sources of financing which may not be available or may be more expensive than our existing financing.

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The impairment of financial institutions may adversely affect us.

We, our customers and our suppliers have transactions and borrowing arrangements with U.S. and foreign commercial banks and other financial institutions, some of which may be exposed to ratings downgrade, bankruptcy, lack of liquidity, default or similar risks, especially in times of financial market turmoil. A ratings downgrade, bankruptcy, receivership, default or similar event involving such institutions may adversely affect the institution’s performance under letters of credit, limit our access to capital, impact the ability of our suppliers to provide us with raw materials needed for our production, impact the ability of our customers to meet obligations to us or adversely affect our liquidity, future business and results of operations.

The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.

We are subject to taxation in and to the tax laws and regulations of multiple jurisdictions as a result of the international scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds among our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness, including the notes, intercompany loans and guarantees. If any applicable tax authorities, including the U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes on internal deemed transfers or other consequences that could have a material adverse effect on our business, financial condition and results of operations.

Our aluminum hedging activities may result in significant losses and in period-to-period earnings volatility.

We regularly enter into hedging transactions to limit our exposure to raw material price risks primarily relating to aluminum purchases. For example, in the past, our hedging strategies have proven to be ineffective and as a result of changes in the fair value of outstanding aluminum hedging contracts, the Reynolds consumer products business of our Reynolds Consumer Products segment incurred an unrealized loss of $131 million for the year ended December 31, 2008, an unrealized gain of $102 million for the year ended December 31, 2009, an unrealized gain of $2 million for the year ended December 31, 2010 and an unrealized loss of $17 million for the year ended December 31, 2011 on derivative financial instruments. In October 2009, Reynolds Consumer Products terminated its previous hedging policy, which was not necessarily aligned with its production requirements. After the termination of its previous hedging policy, Reynolds Consumer Products adopted a new hedging policy. Under the new policy, Reynolds Consumer Products hedges a smaller portion of its aluminum purchases for a shorter average term than under its previous policy, which the RGHL Group believes is more appropriate for the business and is designed to reduce the impact of changing aluminum prices on the RGHL Group’s results of operations. See “Operating and Financial Review and Prospects — Key Factors Influencing Our Financial Condition and Results of Operations — Hedging Activities.” If, in the future, our hedging strategies prove to be ineffective or if we fail to effectively monitor and manage our hedging activities, we could incur significant losses which could adversely affect our financial position and results of operations.

Our accounting and other management systems resources may not be adequately prepared to meet financial reporting and other requirements in the future. Our failure to achieve and maintain effective controls could adversely affect our business, financial position and results of operations.

Before we acquired certain of the businesses that now comprise our segments, the financial results of such businesses were reported under U.S. GAAP. Following the acquisition of such businesses, we reported our consolidated results, which include the financial results of such acquired businesses, under IFRS.

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The changes in reporting required as a result of the acquisition of certain businesses that now comprise our segments, changes in reporting required as a result of the Dopaco Acquisition and the Graham Packaging Acquisition and the additional reporting obligations under the respective indentures governing the notes, the Existing Notes and the 2007 Notes and the agreement governing the Senior Secured Credit Facilities have placed, and will place, significant additional demand on our management and administrative and operational resources, including our accounting resources. The additional reporting and other requirements of the Exchange Act place further demand on our management and administrative and operational resources, including our accounting resources. In the future, we may not be able to timely prepare and deliver the financial statements required by the Exchange Act and the indentures governing the notes, the Existing Notes and the 2007 Notes and the agreement governing the Senior Secured Credit Facilities. Such failure would constitute an event of default under the notes, the Existing Notes, the 2007 Notes and the Senior Secured Credit Facilities and could affect our business, financial position and results of operations.

We have had material weaknesses in our internal control over financial reporting in the past. If material weaknesses are detected in the future and if we fail to remediate these material weaknesses or if we fail to maintain effective internal controls over financial reporting, our business could be materially and adversely affected.

We have had material weakness in our internal controls over financial reporting in the past. For example, certain of our business operations were acquired through transactions that resulted in the businesses being carved out from other companies. In the process of undertaking these carve-out acquisitions, certain accounting and internal control functions that were performed by the seller’s corporate and shared services functions were not acquired or were provided by the seller on a limited basis through transitional service arrangements.

During the financial statement audits for the Reynolds consumer products business of our Reynolds Consumer Products segment and our Closures segment for the year ended December 31, 2008, our auditors identified four material weaknesses in our internal control for the Reynolds consumer products business and two material weaknesses in our internal control for Closures, in addition to other significant deficiencies in each case. During the re-issuance of their audit opinion on the financial statements for the years ended December 31, 2007 and 2008 in connection with the Evergreen Transaction, Evergreen’s auditors for such periods identified and reported a material weakness in Evergreen’s internal control.

The four material weaknesses for the Reynolds consumer products business for the year ended December 31, 2008 related to inadequate account reconciliation processes, inappropriate accounting for aluminum derivatives contracts under IFRS, inadequate controls for our inventory costing and valuation and an aggregation of various control weaknesses related to international operations of the Reynolds consumer products business. The two material weaknesses for Closures for the year ended December 31, 2008 related to inappropriate accounting for certain contracts under the applicable derivatives accounting policy and the aggregation of various control weaknesses related to Closures’ international operations. The material weakness for Evergreen in each of the 2007 and 2008 fiscal years related to inadequate preparation and review of Evergreen’s consolidated statements of cash flows, which resulted in misstatements not being detected in a timely manner and the improper classification of certain cash flow items, including certain related party borrowings. As a consequence of the material weakness for the 2007 and 2008 fiscal periods, Evergreen restated its historical statements of cash flows for the years ended December 31, 2007 and 2008.

Beginning in the second half of 2009, we initiated a number of activities aimed at addressing the material weaknesses of, and enhancing the overall control environment within, the RGHL Group, including our Closures segment and the Reynolds consumer products business of our Reynolds Consumer Products segment. Separately, Evergreen developed and executed a remediation plan for its material weakness. Based on the actions taken with respect to these remediation plans, these material weaknesses were remediated as of December 31, 2010.

If we discover material weaknesses or significant deficiencies in the future, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, and to prevent fraud, will be adversely affected, and our financial statements could prove to be unreliable. The discovery of further material weaknesses or significant deficiencies in the future could require the

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restatement of prior period operating results. Any of the foregoing could negatively affect the market price and trading liquidity of the notes, result in a breach of the covenants under our debt agreements, cause investors to lose confidence in our reported financial information, subject us to regulatory investigations and penalties and generally materially and adversely impact our business, financial condition, results of operations or cash flows.

Risks Related to Our Structure, the Guarantees, the Collateral and the Notes

Our substantial indebtedness could adversely affect our ability to fulfill our obligations under the notes.

We have a substantial amount of outstanding indebtedness which would have totaled $18,219 million as of September 30, 2012 on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions. Refer to note 14 of the RGHL Group’s interim unaudited condensed financial statements as of September 30, 2012, included elsewhere in this prospectus, for details of the RGHL Group’s borrowings as of September 30, 2012.

Our substantial indebtedness could have significant consequences for you. For example, it could:

• make it more difficult for us to generate sufficient cash to satisfy our obligations with respect to the notes and our other indebtedness;

• increase our vulnerability to general adverse economic and market conditions;

• limit our ability to obtain additional financing necessary for our business;

• require us to dedicate a substantial portion of our cash flow from operations to payments in relation to indebtedness, reducing the amount of cash flow available for other purposes, including working capital, capital expenditures, acquisitions and other general corporate purposes;

• require us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet debt payment obligations;

• restrict us from making strategic acquisitions or exploiting business opportunities;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;

• place us at a possible competitive disadvantage compared to our competitors that have less debt;

• expose us to risks that are inherent in interest rate and currency fluctuations because certain of our indebtedness bears variable rates of interest and is in various currencies; and

• subject us to financial and other restrictive covenants, and, if we fail to comply with these covenants and that failure is not waived or cured, could result in an event of default under our indebtedness.

Despite our substantial indebtedness we may be able to incur substantially more debt.

Despite our substantial indebtedness we may be able to incur or issue substantial additional debt in the future. Although restrictions on the incurrence of additional debt are contained in the indentures governing the notes and certain of our other outstanding debt securities, in the terms of our Senior Secured Credit Facilities and in our other financing arrangements, these restrictions are subject to a number of qualifications and exceptions. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness as defined in such restrictions, such as certain contingent obligations incurred in the ordinary course of business and deferred or prepaid revenues or marketing fees.

Our ability to incur indebtedness depends, in part, upon our satisfaction of certain financial covenants in the indentures governing the notes and certain of our other outstanding debt securities and in the terms of our Senior Secured Credit Facilities. The indentures governing the notes and certain of our other outstanding debt securities permit us to incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis and, (i) under the indentures that govern the notes and the Existing Senior Secured Notes, the liens securing first lien secured

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indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio and (ii) under the indentures that govern the Existing Senior Notes and the 2007 Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio.

Under the credit agreement governing the Senior Secured Credit Facilities, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Senior Secured Credit Facilities and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million, subject to pro forma compliance with the Senior Secured Credit Facilities’ financial covenant. In addition, we may incur incremental senior secured indebtedness under the Senior Secured Credit Facilities and senior secured notes in an unlimited amount so long as our senior secured first lien leverage ratio does not exceed 3.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Senior Secured Credit Facilities only) we are in pro forma compliance with the Senior Secured Credit Facilities’ financial covenant. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted subject to pro forma compliance with the Senior Secured Credit Facilities’ financial covenant.

The amount of indebtedness that we can incur at any point in time will vary materially as a result of historical and pro forma changes in our earnings, cash flows and performance against agreed ratios and other results and factors.

Restrictive covenants in the notes and our other indebtedness could adversely affect our business by limiting our operating and strategic flexibility.

The respective indentures governing the notes and certain of our other outstanding debt securities contain restrictive covenants that limit our ability to, among other things:

• incur or guarantee additional indebtedness or issue preferred stock or disqualified stock, including to refinance existing indebtedness;

• pay dividends or make distributions in respect of capital stock;

• purchase or redeem capital stock;

• make certain investments or certain other restricted payments;

• create or incur liens;

• sell assets;

• agree to limitations on the ability of certain of our subsidiaries to make distributions;

• enter into transactions with affiliates; and

• effect a consolidation, amalgamation or merger.

These restrictive covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, mergers and acquisitions, joint ventures or other corporate opportunities. In addition, the Senior Secured Credit Facilities contain, and our future indebtedness may contain, other and more restrictive covenants and also prohibit us from prepaying certain of our other indebtedness, including the notes, the Existing Notes and the 2007 Notes, prior to discharge of the Senior Secured Credit Facilities or such future indebtedness. The Existing Senior Secured Notes and the 2007 UK Intercreditor Agreement also contain restrictions on our ability to prepay the 2007 Notes prior to the redemption of the Existing Senior Secured Notes and, in the case of the 2007 UK Intercreditor Agreement, the Senior Secured Credit Facilities. The Senior Secured Credit Facilities require us to maintain leverage ratios and interest coverage ratios. Our future indebtedness may contain similar or other financial ratios set at levels determined by us and our future lenders. The ability to meet those financial ratios could be affected by a deterioration in our operating results, as well as by events beyond our control, including increases in raw material prices and unfavorable economic conditions, and we cannot assure you that those ratios will be met. It may be necessary to obtain waivers or amendments with respect to covenants under

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the indentures governing the notes and certain of our other outstanding debt securities, the terms of the Senior Secured Credit Facilities or our future indebtedness from time to time, but we cannot assure you that we will be able to obtain such waivers or amendments. A breach of any of these covenants, ratios or restrictions could result in an event of default under the indentures governing the notes and certain of our other outstanding debt securities, the terms of the Senior Secured Credit Facilities or our future indebtedness and any of our other indebtedness or result in cross-defaults under certain of our indebtedness. Upon the occurrence of an event of default under the indentures governing the notes and certain of our other outstanding debt securities, the terms of the Senior Secured Credit Facilities or such other indebtedness, the lenders could terminate their commitment to lend and elect to declare all amounts outstanding under such indebtedness, together with accrued interest, to be immediately due and payable. If the lenders accelerate the payment of that indebtedness or foreclose on the assets securing that indebtedness, including the collateral, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness then outstanding, including the notes.

Our ability to generate the significant amount of cash needed to pay interest and principal on the notes and service our other debt and the ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

Our ability to generate sufficient cash flow from operations to make scheduled payments on, or to refinance obligations under, our debt will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to financial and business-related factors, many of which may be beyond our control. See “— Risks Related to Our Business” above.

As of September 30, 2012, on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions, we would have had $18,219 million of outstanding indebtedness. Our annual cash interest obligations on our Senior Secured Credit Facilities, the notes, the Existing Notes and our other indebtedness are expected to be $1,310 million on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce working capital levels, reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure all or a portion of our debt. In the future, our cash flow and capital resources may not be sufficient to allow us to make payments of principal and interest on our debt. Any alternative measures we may take may not be successful or be on commercially reasonable terms and may not permit us to meet our scheduled debt service obligations, including the payment of interest or principal in respect of the notes. In addition, we may want or need to refinance some or all of our indebtedness prior to maturity. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt, prevailing market conditions and the debt incurrence restrictions imposed by the agreements governing our debt. In the absence of sufficient cash flow and capital resources, we could face substantial liquidity problems and may be required to dispose of material assets or operations to meet our debt service and other obligations. The indentures governing the notes and the Existing Notes, the terms of the Senior Secured Credit Facilities and the agreements governing our other debt restrict, and our future indebtedness is likely to restrict, both our ability to dispose of assets and the use of proceeds from any such disposition. We cannot assure you that we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet our debt service obligations when due or that we will be contractually permitted to apply such proceeds for that purpose. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to implement any of these alternative measures, would have a material adverse effect on our business, financial condition and results of operations.

Mr. Graeme Hart, our strategic owner, controls us through a number of holding companies, including Packaging Holdings Limited, and may have conflicts of interest with the holders of our debt or us in the future.

Mr. Graeme Hart indirectly owns through Packaging Holdings Limited all of our common stock and the actions he is able to undertake as our sole ultimate shareholder may differ from or adversely affect the interests of our debt holders. Because Mr. Hart ultimately controls our voting shares and those of all of our subsidiaries,

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he has and will continue to have the power, among other things, to affect our legal and capital structure and our day-to-day operations, as well as to elect our directors and those of our subsidiaries, to change our management and to approve any other changes to our operations. Additionally, Mr. Hart is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete, directly or indirectly, with us. Mr. Hart may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Finally, because none of our securities are listed on a securities exchange in the United States, we are not subject to certain of the corporate governance requirements of a U.S. securities exchange, including any requirement to have any independent directors.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A significant portion of our outstanding debt, including the indebtedness we have incurred under the Senior Secured Credit Facilities and, potentially, our future indebtedness, bears interest at variable rates. As of September 30, 2012, net of hedging instruments, we would have had $3,232 million of variable rate debt outstanding on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our cost of borrowing, would increase the cost of servicing this debt and could materially reduce our profitability and adversely affect our ability to meet our obligations under the notes. The impact on us of such an increase would be more significant than it would be on some other companies because of our substantial debt.

The notes are joint and several obligations of a Luxembourg-based société anonyme (public limited liability company), a United States-based corporation and a United States-based limited liability company, each having no independent operations or subsidiaries, and as a result, the Issuers’ ability to service the notes is dependent on cash flow generated by members of the RGHL Group and their ability and willingness to make distributions to the Issuers.

US Issuer is a finance company with no operations of its own, and it has no material assets. US Co-Issuer is a finance company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which it is a party. Lux Issuer is a finance company with no operations of its own, and its only material assets are certain intercompany proceeds loans to which it is a party. As a result of the foregoing, the Issuers’ cash flows and their ability to service their indebtedness, including their ability to pay the interest and principal amount in respect of the notes when due, depend on the performance of the RGHL Group and the ability of members of the RGHL Group to provide funds to the Issuers.

Accordingly, repayment of the Issuers’ indebtedness, including the notes, depends on the generation of cash flow by the RGHL Group, and (if they are not guarantors of the notes) the ability of RGHL Group members to make such cash available to the Issuers whether by dividend, debt repayment, investment, loan, advance or otherwise. Unless they are guarantors of the notes, members of the RGHL Group do not have any obligation to pay amounts due on such notes or to make funds available for that purpose. Our subsidiaries may not be able to make payments to each Issuer to enable it to make payments in respect of its indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Issuers’ ability to obtain cash from our subsidiaries. While the indentures governing the notes and certain of our other outstanding debt securities limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to the Issuers, these limitations are subject to certain qualifications and exceptions. In the event that the Issuers do not receive payments from our subsidiaries, they may be unable to make required principal and interest payments on their indebtedness, including the notes. In addition, any payment of interest, dividends, distributions, debt repayments, investments, loans or advances by our subsidiaries to the Issuers could be subject to restrictions on such payments under applicable local law, monetary transfer restrictions, withholding taxes and foreign currency exchange regulations in the jurisdictions in which the subsidiaries operate or under arrangements with local partners.

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A failure to comply with the debt covenants in the agreements governing our indebtedness could lead to an acceleration of our debt and possibly bankruptcy.

The Senior Secured Credit Facilities, the indentures governing the notes and the Existing Notes and the terms of our other indebtedness require us, and the terms of our future indebtedness are also likely to require us, to meet certain covenants. A default under any of our debt instruments could result in the accelerated repayment of our debt and possibly bankruptcy. This will negatively impact our ability to fulfill our obligations on the notes and you will not recover your investment in the notes.

The RGHL Group is required to comply with covenants under its various debt agreements, which may be subject to multiple interpretations.

The RGHL Group is subject to covenants under its various debt agreements, such as the indentures governing the notes and the Existing Notes and the credit agreement governing the Senior Secured Credit Facilities. These covenants may be subject to multiple interpretations, and, from time to time, parties to our debt agreements may disagree with our interpretation of these covenants. Disagreements with respect to the interpretation of these covenants may result in allegations of non-compliance which could result in a default or event of default under our indebtedness, either of which could materially adversely affect our financial condition.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness that is not cured or waived, as applicable, by the required lenders or noteholders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from making payments of principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. In the event of any such default, the holders of such indebtedness could elect to declare all outstanding amounts thereunder to be due and payable, together with accrued and unpaid interest, and this may also cause a cross default in our other indebtedness. If our operating performance declines, and we breach our covenants under the agreements governing such indebtedness, we may need to seek waivers from the noteholders and the lenders under the Senior Secured Credit Facilities, or holders of our other indebtedness to avoid being in default. We may not be able to obtain a waiver from the required number of lenders or noteholders. If this occurs, we would be in default under such indebtedness, the lenders or noteholders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See “Description of Certain Other Indebtedness and Intercreditor Agreements” and “Description of the Senior Secured Notes.”

We may be unable to raise the funds necessary to finance the change of control repurchase offers required by the indenture governing the notes and similar requirements in the agreements governing our other indebtedness.

If a specified change of control occurs in relation to us, the Issuers (with respect to the notes and the Existing Notes) and the issuer of the 2007 Notes (with respect to the 2007 Notes) would be required to make an offer to purchase all of the outstanding notes, the Existing Notes and the 2007 Notes (as applicable), at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The occurrence of a change of control under the notes would require that the Senior Secured Credit Facilities, and may require that any of our future indebtedness, be immediately repaid or that we make an offer to repurchase it, possibly at a premium or subject to penalties. The Issuers and the issuer of the 2007 Notes may be dependent on RGHL and its subsidiaries for the funds necessary to cure the events of default, or fund any mandatory prepayment or redemption caused by such change of control event. RGHL and its subsidiaries may not have sufficient financial resources to purchase all of the notes, the Existing Notes and the 2007 Notes that are tendered upon a change of control offer or to redeem such notes. A failure by the Issuers or the issuer of the 2007 Notes to purchase the notes, the Existing Notes and the 2007 Notes after a change of control in accordance with the terms of the applicable indenture requiring such purchases would result in a default under the agreement governing the Senior Secured Credit Facilities and the indentures governing the notes, the Existing Notes and the 2007 Notes and may result in a default under any future indebtedness.

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The occurrence of a change of control may not be under our control and may occur at any time. For example, Packaging Finance Limited, the direct parent of RGHL, has pledged 100% of its shares in RGHL to certain lenders in connection with a financing arrangement. Consequently, it is possible that such lenders may enforce the pledge against Packaging Finance Limited and foreclose on the RGHL shares for reasons outside of our control. Such foreclosure may result in a change of control under the terms of the indenture governing the notes. In the event of a change of control, we cannot assure you that we will have sufficient assets to satisfy all of our obligations under the Senior Secured Credit Facilities, the notes, the Existing Notes, the 2007 Notes, any future indebtedness and any other debt requiring repayment upon such event.

The terms of the Senior Secured Credit Facilities limit, and our future indebtedness may limit, our right to purchase or redeem certain indebtedness. In the event any purchase or redemption is prohibited, we may seek to obtain waivers from the required lenders under the Senior Secured Credit Facilities or our future lenders to permit the required repurchase or redemption, but the required lenders do not have, and our future lenders are unlikely to have, any obligation to grant, and may refuse to grant, such a waiver. See “Description of the Senior Secured Notes — Change of Control.”

The notes will mature in close proximity to our other indebtedness.

The notes will mature on October 15, 2020. The February 2012 Senior Notes and the August 2011 Notes will mature on August 15, 2019, the February 2011 Notes will mature on August 15, 2021, the October 2010 Notes will mature on April 15, 2019, the May 2010 Notes will mature on May 15, 2018, the term loans under the Senior Secured Credit Facilities will mature on February 9, 2018, the Pactiv 2018 Notes, will mature on January 15, 2018, Pactiv’s 8.125% Debentures due 2017 will mature on June 15, 2017, the 2007 Senior Notes will mature on December 15, 2016, the 2007 Senior Subordinated Notes will mature on June 15, 2017 and the revolving facilities under the Senior Secured Credit Facilities will mature on November 5, 2014. As a result, we may not have sufficient cash to repay all amounts owing on the notes, the Existing Notes, the 2007 Notes or Pactiv’s notes and debentures at maturity. Given that the notes, each series of our Existing Notes, the 2007 Notes, the Senior Secured Credit Facilities and certain of Pactiv’s indebtedness will mature in close proximity to each other, there can be no assurance that we will have the ability to borrow or otherwise raise the amounts necessary to repay such amounts, and the prior maturity of such other indebtedness may make it difficult to refinance the notes and our other indebtedness.

Not all of our subsidiaries guarantee the notes, and the notes and the guarantees of the notes will be structurally subordinated to all of the claims of creditors of those non-guarantor subsidiaries.

The notes are guaranteed by RGHL, BP I and subsidiaries of BP I that guarantee the Senior Secured Credit Facilities. In the future, other subsidiaries will be required to guarantee the notes only under certain limited circumstances. See “Description of the Senior Secured Notes — Certain Covenants — Future Senior Secured Note Guarantors.” The indenture governing the notes does not limit the transfer of assets to, or the making of investments in, any of our restricted subsidiaries, including our non-guarantor subsidiaries.

In the event that any non-guarantor subsidiary becomes insolvent, is liquidated, reorganized or dissolved, or is otherwise wound up other than as part of a solvent transaction, the assets of such non-guarantor subsidiary will be used first to satisfy the claims of its creditors, including its trade creditors, banks and other lenders. Only the residual equity value will be available to the Issuers and any other guarantor, and only to the extent the Issuers or any guarantor are parent companies of such non-guarantor subsidiary. Consequently, the notes and each guarantee of the notes will be structurally subordinated to claims of creditors of non-guarantor subsidiaries. The indenture governing the notes permits our subsidiaries, including our non-guarantor subsidiaries, to incur additional debt (subject to certain conditions and limitations with respect to restricted subsidiaries) and does not limit their ability to incur trade payables and similar liabilities.

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Fraudulent conveyance laws and other limitations on the enforceability of the notes, the guarantees and any security securing the notes or related guarantees, may adversely affect the validity and enforceability of the notes, the guarantees and any security securing the notes or related guarantees.

The notes, the related guarantees and any security securing the notes or the related guarantees may be subject to claims that they should be limited or voided in favor of our existing and future creditors under applicable law, including laws in Australia, Austria, Brazil, British Virgin Islands, Canada, Costa Rica, Germany, Guernsey, Hong Kong, Hungary, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand, England and Wales and the United States. In addition, the enforcement of the notes and the guarantees and the amount that can be recovered under a security interest in respect of any asset is limited to the extent of the amount which can be guaranteed by a particular guarantor, security provider, or the Issuers without rendering the applicable guarantee or security voidable or otherwise ineffective under applicable law. Moreover, the enforcement of the notes, guarantees or security against any Issuer, a relevant guarantor or security provider will be subject to certain defenses available to the Issuers, guarantors or security providers generally under (i) the laws of New York, which govern the notes and the guarantees, (ii) the laws governing the relevant security document, and (iii) laws applicable to companies and other corporate entities in the jurisdiction in which the relevant Issuer or guarantor or, if applicable, security provider is organized. These laws and defenses include those that relate to fraudulent conveyance or transfer, fraudulent or voidable preference, financial assistance, corporate purpose or benefit, preservation of share capital, thin capitalization, unlawful dividend and defenses affecting the rights of creditors or other stakeholders generally. See “Certain Insolvency and Other Local Law Considerations” for additional information.

Although laws differ significantly among jurisdictions, in general, under fraudulent conveyance and similar laws, a court could subordinate or void any note obligation, guarantee or security obligation if it found that at the time any Issuer, guarantor or security provider, as applicable, issued the notes or incurred obligations under a guarantee or any security, such Issuer, guarantor or security provider did so with the intent of preferring, hindering, delaying or defrauding current or future creditors, or received less than reasonably equivalent value or fair consideration for issuing the notes, incurring the guarantee or providing the security, as applicable, and:

• was insolvent or was rendered insolvent by reason of the incurrence of the indebtedness constituting the notes or the guarantee or providing the security, as applicable;

• was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital;

• intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured;

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment the judgment is unsatisfied; or

• in the case of a guarantee or security, the guarantee or security was not in the best interests or for the benefit of the guarantor or security provider.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in the relevant legal proceeding. Generally, however, an issuer, guarantor or security provider could be considered insolvent if:

• it has failed to pay an amount that is due and in relation to which the creditor has served a written demand;

• it has failed to pay its liabilities generally as they become due;

• the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

We cannot give you any assurance as to what standards a court would use to determine whether the issuer of the 2007 Notes or any Issuer, guarantor or security provider was solvent at the relevant time, or whether, notwithstanding the standard used, the notes or the applicable guarantee or security would not be avoided on other grounds, including those described above.

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A company’s guarantee of the notes could be subject to the claim that, since the guarantor incurred its guarantee for the benefit of its affiliates (the issuers of the notes), and only indirectly for the benefit of the guarantor, its obligations under its guarantee were incurred for less than reasonably equivalent value or fair consideration. If a court held that the guarantee should be avoided as a fraudulent conveyance, the court could avoid, or hold unenforceable, the guarantee, which would mean that noteholders would not receive any payments under such guarantee, and the court could direct holders of the notes to return any amounts that they had already received from the applicable guarantor.

Each guarantee of the notes will contain a provision, referred to as the “savings clause,” intended to limit the guarantor’s liability to the maximum amount that it could incur without causing its guarantee to be a fraudulent transfer. However, this provision may automatically reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless and, in any case, this provision may not be effective to protect a guarantee from being avoided under fraudulent transfer laws. For example, in 2009, the U.S. Bankruptcy Court in the Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found a “savings clause” provision in that case to be ineffective and held these guarantees to be fraudulent transfers and voided them in their entirety.

Laws similar to those described above may also apply to any future guarantee or security granted by one of our subsidiaries. For information about certain insolvency and other local law considerations of different jurisdictions that we or our subsidiaries are subject to, see “Certain Insolvency and Other Local Law Considerations.”

Insolvency laws could limit your ability to enforce your rights under the notes, the guarantees and the security.

Any insolvency proceedings with regard to any Issuer, guarantor or security provider would most likely be based on and governed by the insolvency laws of the jurisdiction under which the relevant entity is organized. As a result, in the event of insolvency with regard to any of these entities, the claims of holders of the notes against any Issuer, guarantor or security provider may be subject to the insolvency laws of its jurisdiction of organization. The provisions of such insolvency laws differ substantially from each other, including with respect to rights of creditors, priority of claims and procedure and may contain provisions that are unfavorable to holders of notes. In addition, there can be no assurance as to how the insolvency laws of these jurisdictions will be applied in cross-border insolvency proceedings. See “Certain Insolvency and Other Local Law Considerations.”

As a general matter, under insolvency law, any Issuer’s, any guarantor’s or any security provider’s liabilities in respect of the notes, the guarantees and security may, in the event of insolvency or similar proceedings, rank junior to certain of such Issuer’s, guarantor’s or security provider’s debts that are entitled to priority under the laws of such jurisdiction. Debts entitled to priority may include (i) amounts owed in respect of employee pension schemes, (ii) certain amounts owed to employees, (iii) amounts owed to governmental agencies, including tax authorities, and (iv) expenses of an insolvency practitioner. In addition, in some jurisdictions, an examiner or administrator or similar party may be legally required to consider the interest of third parties (including, for example, employees) or the best interests of the relevant company in connection with the proceedings. In certain cases, the ability of a holder to collect interest accruing on the notes in respect of any period after the commencement of liquidation proceedings and a holder’s rights in respect of the guarantees may be limited.

Enforcing your rights as a holder of the notes or under the guarantees or the security across multiple jurisdictions may be difficult.

The notes are joint and several obligations of the Issuers. The notes are guaranteed by certain of our subsidiaries which are organized under the laws of Australia, Austria, Brazil, British Virgin Islands, Canada, Costa Rica, Germany, Guernsey, Hong Kong, Hungary, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand, England and Wales and the United States. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions or in the jurisdiction of organization of a future guarantor. The rights of holders under the notes, the guarantees and the security granted will be subject to the laws of several jurisdictions and holders of the notes may not be able to enforce effectively

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their rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights. See “Certain Insolvency and Other Local Law Considerations.”

In addition, the bankruptcy, insolvency, foreign exchange, administration and other laws of the various jurisdictions in which the Issuers, guarantors and security providers are located may be materially different from or in conflict with one another and those of the United States, including in respect of creditors’ rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The consequences of the multiple jurisdictions involved in the transaction could trigger disputes over which jurisdiction’s law should apply and choice of law disputes which could adversely affect the ability of noteholders to enforce their rights and to collect payment in full under the notes, the guarantees and any security. See “Certain Insolvency and Other Local Law Considerations.”

The beneficial owners of the notes are not party to any of the security documents. Therefore, in certain jurisdictions, such as Germany, Austria, Switzerland, Hungary and the Netherlands, there are risks regarding the enforceability of the security interests granted by an issuer or guarantor in favor of the holders of the notes. Under the First Lien Intercreditor Agreement and certain of the security documents with respect to the collateral securing the Existing Senior Secured Notes and the Senior Secured Credit Facilities, the collateral agents hold secured claims equal to the amount of the Existing Senior Secured Notes and the Senior Secured Credit Facilities, for the benefit of the applicable secured parties thereunder pursuant to a parallel debt undertaking. This parallel debt undertaking will extend to the obligations with respect to the notes for the benefit of the trustee and the holders of the notes. Accordingly, the rights of the holders of the notes are not directly secured by the pledges of the collateral but through this parallel claim. The parallel claim is acknowledged by the applicable issuer or guarantor by way of a parallel debt undertaking to the collateral agent. The parallel debt undertaking secures the notes and the relevant guarantees and the collateral secures claims under the parallel debt undertaking. There is uncertainty as to the enforceability of this procedure in many jurisdictions, including Germany, Austria, Switzerland, Hungary and the Netherlands. For example, this procedure has not yet been tested under German, Austrian, Swiss, Hungarian or Dutch law, and we cannot assure you that it will eliminate or mitigate the risk of unenforceability posed by German, Austrian, Swiss, Hungarian, or Dutch law or the law of any other jurisdiction where parallel debt is used. See “Enforcement of Civil Liabilities” and “Certain Insolvency and Other Local Law Considerations.”

You may be unable to enforce judgments obtained in the United States and foreign courts against us, certain of the guarantors or our or their respective directors and executive officers.

Many of our directors and executive officers and many of the guarantors as well as the Lux Issuer are, and will continue to be, non-residents of the United States, and most of the assets of these companies are located outside of the United States. As a consequence, you may not be able to effect service of process on the Lux Issuer and guarantors located outside the United States or the non-United States resident directors and officers in the United States or to enforce judgments of United States courts in any civil liabilities proceedings under the United States federal securities laws. Moreover, any judgment obtained in the United States against the non-resident directors, the executive officers, the Lux Issuer, the issuer of the 2007 Notes or the guarantors, including judgments with respect to the payment of principal, premium, if any, and interest on the notes, may not be collectible in the United States. There is also uncertainty about the enforceability in the courts of certain jurisdictions, including judgments obtained in the United States against certain of the guarantors, whether or not predicated upon the federal securities laws of the United States. See “Enforcement of Civil Liabilities.”

In particular, Lux Issuer is a public limited liability company (société anonyme) organized under the laws of Luxembourg. Certain of its officers and directors are residents of various jurisdictions outside the United States. All or a substantial portion of their assets may be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon such persons or to enforce judgments obtained against such persons in United States courts and predicated upon the civil liability provisions of the United States federal securities laws.

In addition, since the United States and Luxembourg are not currently party to a treaty with respect to the mutual recognition and enforcement of civil judgments, a judgment obtained against a Luxembourg company in

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the United States courts in a dispute with respect to which the parties have validly agreed that such courts are to have jurisdiction, will not be directly enforced by the courts in Luxembourg. In order to obtain a judgment which is enforceable in Luxembourg, the claim must be re-litigated before a competent court of Luxembourg. The relevant Luxembourg court will have discretion to attach such weight to a judgment of the courts of the United States as it deems appropriate based on Luxembourg case law. The courts of Luxembourg may recognize the binding effect of a final, conclusive and enforceable money judgment of a court of competent jurisdiction in the United States provided that certain conditions as set forth in Article 678 et seq. of the Luxembourg New Code of Civil Procedure are satisfied. As a result, even if a favorable judgment is obtained against the Lux Issuer in the United States, such judgment might not be enforced by the courts in Luxembourg and may need to be re-litigated in Luxembourg. See “Enforcement of Civil Liabilities — Luxembourg.”

The calculation of EBITDA pursuant to the indenture governing the notes permits certain estimates and assumptions that may differ materially from actual results, and the estimated savings expected from our cost saving plans may not be achieved.

Although all of the combined and stand-alone EBITDA and Adjusted EBITDA presentations included in this prospectus are derived from our or our acquired companies’ financial statements, pro forma or historical, as the case may be, the various combined and stand-alone calculations of EBITDA and Adjusted EBITDA presented in this prospectus permit certain estimates and assumptions that may differ materially from actual results. Although we believe these estimates and assumptions are reasonable, investors should not place undue reliance upon any of these calculations given how they are calculated and the possibility that the underlying estimates and assumptions ultimately may not reflect actual results.

Potential investors should regard the assumptions with considerable caution and are urged to evaluate the potential for our results to deviate from the assumptions set out in “Summary — Summary Historical and Pro Forma Combined Financial Information” and the implications of deviations in different assumptions on other assumptions and on our income and cash flows.

We have not presented individual financial statements or summary financial data for the guarantors of the notes (other than RGHL and BP I), the Issuers or other members of the RGHL Group and are not required to do so in the future under the indenture governing the notes.

We have not presented individual financial statements or summary financial data for the guarantors of the notes (other than RGHL and BP I), the Issuers or other members of the RGHL Group in this prospectus and may not be required to do so in the future under the indenture governing the notes. The absence of financial statements for the Issuers and the guarantors (other than RGHL and BP I) may make it difficult for holders of the notes to assess the financial condition or results of the Issuers and the guarantors or their compliance with the covenants in the indenture governing the notes.

Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the notes.

Non-U.S. subsidiaries of our U.S. subsidiaries have not and will not guarantee the notes and the notes are and will be structurally subordinated to all claims of creditors, including trade creditors, of such non-U.S. subsidiaries.

In addition, any pledge of the securities of any first tier non-U.S. subsidiaries of our U.S. subsidiaries will be limited to 100% of their non-voting capital stock and 65% of their voting capital stock. There will be no pledge of the capital stock of non-U.S. subsidiaries of our U.S. subsidiaries other than with respect to certain of our first-tier non-U.S. subsidiaries. The notes have not and will not be secured by a pledge of the assets of any non-U.S. subsidiary of our U.S. subsidiaries. Accordingly, the notes are and will be effectively subordinated to such non-U.S. subsidiaries’ secured liabilities and obligations to the extent of the value of any assets that secure such liabilities and obligations.

We are not required to reorganize our corporate structure such that any non-U.S. subsidiaries of our U.S. subsidiaries will provide a guarantee or a pledge of their assets or such that a pledge of 100% of their voting capital stock can be granted.

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Certain jurisdictions may impose withholding taxes on payments under the notes, guarantees or security documents or impose foreign exchange restrictions which may alter or reduce the amount recoverable by noteholders.

Payments made under the notes, guarantees or security granted by guarantors, security providers and the Issuers in certain jurisdictions may be subject to withholding tax, the amount of which will vary depending on the residency of the recipient, the availability of double-tax treaty relief and your legal relationship with the relevant guarantor, Issuer or security provider. In certain circumstances holders may be entitled to receive additional amounts in respect of such withholding tax, other than withholding tax imposed or levied by or on behalf of the United States or any political subdivision or governmental authority thereof or therein having power to tax. See “Description of the Senior Secured Notes — Withholding Taxes.” In addition, government or central bank approvals may be required in order for a guarantor, Issuer or security provider organized under the laws of certain jurisdictions, such as Thailand, to remit payments outside that jurisdiction under its guarantee or security.

In addition, foreign exchange controls applicable in certain jurisdictions may limit the amount of local currency that can be converted into other currencies, including dollars, upon enforcement of a guarantee or security interest.

You may face currency exchange risks by investing in the notes.

The notes are denominated and payable in dollars. If you measure your investment returns by reference to a currency other than dollars, investment in such notes entails foreign currency exchange-related risks due to, among other factors, possible significant changes in the value of the dollar relative to the currency you use to measure your investment returns, caused by economic, political and other factors which affect exchange rates and over which we have no control. Depreciation of the dollar against the currency in which you measure your investment returns would cause a decrease in the effective yield of the notes below their stated coupon rates and could result in a loss to you when the return on the notes is translated into the currency in which you measure your investment returns. There may be tax consequences for you as a result of any foreign exchange gains or losses resulting from your investment in the notes. You should consult your tax advisor concerning the tax consequences to you of acquiring, holding and disposing of the notes.

Our access to capital markets, our ability to enter into new financing arrangements and our business operations could be significantly impaired if our credit ratings are downgraded.

Downgrades in our credit ratings could adversely affect our ability to access the capital markets and/or lead to increased borrowing costs in the future, although the interest rates on our current indebtedness would not be affected. Some rating agencies that provide corporate ratings on us or provide ratings on our debt may downgrade their corporate or debt ratings with respect to us. In addition, perceptions of us by investors, producers, other businesses and consumers could also be significantly impaired.

Because each guarantor’s or security provider’s liability under its guarantee or security may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors or security providers.

The notes have the benefit of the guarantees of and security from RGHL, BP I and certain of its subsidiaries, including the Issuers. However, the guarantees and the security are limited to the maximum amount that the guarantors or the security providers are permitted to guarantee and secure under applicable law. As a result, a guarantor’s or a security provider’s liability under a guarantee or in respect of security could be reduced to zero depending on the amount of other obligations of such entity. Further, under certain circumstances, a court under applicable fraudulent conveyance and transfer statutes or other applicable laws could void the obligations under a guarantee or in respect of security, or subordinate the guarantee or security to other obligations of the guarantor or security provider. See “— Fraudulent conveyance laws and other limitations on the enforceability of the notes, the guarantees and any security securing the notes or related guarantees, may adversely affect the validity and enforceability of the notes, the guarantees and any security securing the notes or related guarantees.” In addition, you will lose the benefit of a particular guarantee and security if it is released under certain circumstances described under “Description of the Senior Secured Notes — Senior Secured Note Guarantees.”

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As a result, an entity’s liability under its guarantee or its security, could be materially reduced or eliminated depending upon the amounts of its other obligations and upon applicable laws. In particular, in certain jurisdictions, a guarantee or security interest granted by a company that is not in the company’s corporate interests or where the burden of that guarantee or security exceeds the benefit to the company may not be valid and enforceable. It is possible that a creditor of an entity or the insolvency administrator in the case of an insolvency of an entity may contest the validity and enforceability of the guarantee or security and that the applicable court may determine that the guarantee or security should be limited or voided. In the event that any guarantees or security are deemed invalid or unenforceable, in whole or in part, or to the extent that agreed limitations on the guarantee or secured obligation apply, the notes would rank pari passu with, or be effectively subordinated to, all liabilities of the applicable guarantor, including trade payables of such guarantor.

Relevant local insolvency laws may not be as favorable to you as U.S. bankruptcy laws and may preclude holders of the notes from recovering payments due.

Certain members of the RGHL Group that are either an issuer or guarantors or security providers (subject to certain exceptions) are organized under the laws of Australia, Austria, Brazil, British Virgin Islands, Canada, Costa Rica, Germany, Guernsey, Hong Kong, Hungary, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand or England and Wales. The procedural and substantive provisions of the insolvency laws of these countries may not be as favorable to creditors as the provisions of U.S. law.

See “Certain Insolvency and Other Local Law Considerations” for a description of the insolvency laws in Australia, Austria, Brazil, British Virgin Islands, Canada, Germany, Guernsey, Hungary, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand and England and Wales that could limit the enforceability of the guarantees or the security.

In the event that any one or more of the Issuers, the guarantors, security providers, any future guarantors or security providers or any other of our subsidiaries experience financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. Pursuant to the European Union regulation on insolvency proceedings, any insolvency proceeding with regard to any Issuer, guarantor or security provider located within the European Union would most likely be held in, based on and governed by the insolvency laws of the jurisdiction of the relevant entity’s center of “main interests,” which will not necessarily be the country in which it is incorporated. We cannot assure you as to how that regulation will be applied in insolvency proceedings relating to several jurisdictions within the European Union.

Primary note obligations, guarantees and security provided by entities organized in jurisdictions not summarized in this prospectus and, in the case of a security governed by the laws of a jurisdiction not summarized in this prospectus, are also subject to material limitations pursuant to their terms, by statute or otherwise. Any enforcement of the primary note obligations, the guarantees and security after bankruptcy or an insolvency event in such other jurisdictions will possibly be subject to the insolvency laws of the relevant entity’s jurisdiction of organization or other jurisdictions. The insolvency and other laws of each of these jurisdictions may be materially different from, or in conflict with, each other, including in the areas of rights of creditors, the ability to void preferential transfer, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect your ability to enforce your rights under the guarantees and security in these jurisdictions and limit any amounts that you may receive.

Holders of the notes will not control certain decisions regarding collateral.

The trustee and collateral agents for the holders of the notes and the Existing Notes and the administrative agent under the Senior Secured Credit Facilities have entered into the First Lien Intercreditor Agreement. The First Lien Intercreditor Agreement provides, among other things, that the lenders under the Senior Secured Credit Facilities will control substantially all matters related to the collateral that secures the Senior Secured Credit Facilities, which collateral also secures the Existing Senior Secured Notes and the notes, and the lenders under the Senior Secured Credit Facilities may direct the collateral agents to foreclose on or take other actions with

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respect to such collateral with which holders of the notes may disagree or that may be contrary to the interests of holders of the notes. In addition, the First Lien Intercreditor Agreement provides that, to the extent any collateral securing our obligations under the Senior Secured Credit Facilities is released to satisfy such creditor’s claims in connection with such a foreclosure, the liens on such collateral securing the notes will also automatically be released without any further action by the trustee, collateral agents or the holders of the notes and the holders of the notes will agree to waive certain of their rights relating to such collateral in connection with a bankruptcy or insolvency proceeding involving us or any guarantor of the notes. The First Lien Intercreditor Agreement provides that the holders of the notes may not take any actions to direct foreclosures or take other remedial actions following an event of default under the Senior Secured Credit Facilities or the notes for at least 90 days and longer if the administrative agent under the Senior Secured Credit Facilities takes action to direct foreclosures or other actions following such event of default.

After the discharge of the obligations with respect to the Senior Secured Credit Facilities whether on enforcement or repayment (other than repayment with indebtedness incurred under an agreement designated as a “Credit Agreement” for the purposes of the First Lien Intercreditor Agreement), at which time the parties to the Senior Secured Credit Facilities will no longer have the right to direct the actions of any collateral agent with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right passes to the authorized representative of holders of the next largest outstanding principal amount of indebtedness secured by a first lien on the collateral. If the aggregate principal amount of any series of the Existing Senior Secured Notes outstanding at such time exceeds the aggregate principal amount of the notes or if we issue additional first lien indebtedness in the future in a principal amount greater than the outstanding principal amount of the notes, then the trustee for such series of the Existing Senior Secured Notes or the authorized representative for such additional indebtedness, as applicable, would be next in line to direct the senior collateral agent to exercise rights under the First Lien Intercreditor Agreement, rather than the trustee for the notes.

In addition, subject to certain conditions, the security documents generally allow us and our subsidiaries to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral. This may impact the type and quality of the security interest granted in respect of the collateral. In addition, to the extent we sell any assets that constitute collateral, the proceeds from such sale will be subject to a lien securing the notes only to the extent such proceeds would otherwise constitute “collateral” securing the notes under the security documents. To the extent the proceeds from any sale of collateral do not constitute “collateral” under the security documents, the pool of assets securing the notes would be reduced and the notes would not be secured by the proceeds of the sale.

There may not be sufficient collateral to satisfy our obligations under all or any of the notes.

Much of our assets are not and will not be collateral for the notes, and no appraisals of the fair market value of any assets that are collateral were prepared in connection with the offering of the notes. The assets that will be excluded from the collateral include all assets of foreign subsidiaries of our U.S. subsidiaries and a number of Pactiv’s real properties. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The book value of our assets may not be indicative of the fair market value of such assets, which could be substantially lower. In addition, a substantial portion of our assets will not constitute collateral for the notes or our other secured indebtedness. Accordingly, the value of the collateral securing our indebtedness, including the notes, the Existing Senior Secured Notes and the Senior Secured Credit Facilities and our other indebtedness that shares in the collateral, could be substantially less than the aggregate principal amount of our secured indebtedness. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value or market. While we do not presently believe the Existing Senior Secured Notes or our other secured indebtedness are under-collateralized, the value of the assets pledged as collateral for the notes or our other secured indebtedness could be impaired in the future as a result of changing economic conditions in the relevant jurisdictions, changing legal regimes, our failure to implement our business strategy, competition and other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the proceeds from any sale or liquidation of the collateral may be insufficient to pay our obligations under the notes, the Existing Senior Secured Notes or our other secured indebtedness.

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Most of the collateral is subject to the prior or equal claims of other creditors which could diminish any recovery from the collateral. Certain other creditors may have permitted liens which rank prior to the liens of the noteholders in the collateral. In addition, certain other creditors may have permitted liens which rank junior to the liens of the noteholders in the collateral. The indenture governing the notes also permits us to incur additional indebtedness that may share in the collateral on a senior or equal lien priority basis. Any additional obligations secured by a lien on the collateral securing the notes, whether effectively or actually senior to or equal with the lien in favor of the notes will adversely affect the relative position of the holders of such notes with respect to the collateral securing such notes. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, the proceeds of the enforcement against the collateral will be used first to pay the secured parties under any indebtedness secured on a senior lien priority basis over the collateral in full before making any payments on the notes and any other indebtedness with an equal lien on the collateral. Any notes remaining outstanding will be general unsecured claims that are equal in right of payment with our other unsecured unsubordinated or subordinated indebtedness, as relevant. The presence of junior liens may also impair the value recoverable from the collateral.

As of September 30, 2012, on a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions, we would have had outstanding $9,912 million of secured indebtedness with an equal claim to the collateral as the holders of the notes.

The value of the collateral securing the notes may not be sufficient to secure post-petition interest.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against any issuer, guarantor or security provider located in the United States, holders of the notes will only be entitled to post-petition interest under the U.S. federal bankruptcy code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the notes exceed the fair market value of the collateral securing the notes. As a result, holders of the notes that have a security interest in collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the bankruptcy code. In addition, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the notes on the date of the bankruptcy filing was less than the then-current principal amount of the notes. Upon a finding by a bankruptcy court that the notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement for holders of the notes to receive post-petition interest and a lack of entitlement for holders of the unsecured portion of the notes to receive other “adequate protection” under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes. No appraisal of the fair market value of the collateral was prepared in connection with the offering of the notes and we therefore cannot assure you that the value of the noteholders’ interest in the collateral equals or exceeds the principal amount of the notes. See “— There may not be sufficient collateral to satisfy our obligations under all or any of the notes.” In addition, in certain other jurisdictions, holders of notes may not be entitled to post-petition interest. See “Certain Insolvency and Other Local Law Considerations.”

The pledge of the securities of our subsidiaries that secures the notes, subject to certain exceptions, will automatically be released to the extent and for so long as that pledge would require the filing of separate financial statements with the SEC for that subsidiary. As a result of any such release, the notes could be secured by less collateral than our other first-lien indebtedness, including the Senior Secured Credit Facilities.

The notes are secured by a pledge of the stock and other securities of certain of our subsidiaries held by the Issuers or the guarantors of the notes. Under the SEC regulations in effect as of the issue date of the notes, if the par value, book value as carried by us or market value, whichever is greatest, of the capital stock, other securities

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or similar items of a subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. The indenture governing the notes provides that any portion of the capital stock and other securities of any of our subsidiaries will be excluded from the collateral to the extent that it exceeds the maximum amount of such capital stock or other security that can be pledged to secure the notes without causing such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule, except that such exclusion will not apply to shares of BP I at any time. As a result, holders of the notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during that period. We conduct substantially all of our business through our subsidiaries, many of which have capital stock with a value in excess of 20% of the aggregate principal amount of the notes. Accordingly, the pledge of stock and securities with respect to each such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the notes. As a result, holders of the notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during that period. It may be more difficult, costly and time-consuming for holders of the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. In addition, the lenders under the Senior Secured Credit Facilities are not subject to such limitation and may have security interests which are substantially more valuable as a result thereof.

The collateral securing the notes may be diluted under certain circumstances.

The collateral that secures the notes, subject to certain limited exceptions, also secures obligations under our Senior Secured Credit Facilities. In addition, this collateral may secure additional senior indebtedness that we or our restricted subsidiaries incur in the future, subject to restrictions on our or their ability to incur debt and liens under the indenture governing the notes and other agreements governing our indebtedness. Your rights would be diluted by any increase in the amount of indebtedness secured by this collateral.

The collateral is subject to casualty risk.

Even if we maintain insurance, there are certain losses that may be either uninsurable or not economically insurable, in whole or part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any collateral, the insurance proceeds may not be sufficient to satisfy all of our obligations, including the notes and related guarantees.

We may not complete lien searches on the collateral securing the notes.

As of the date of this prospectus, we may not have completed lien searches on the collateral securing the notes in those jurisdictions where it is possible to conduct such lien searches. Such lien searches could reveal a prior lien or multiple prior liens on the collateral securing the notes and such liens may prevent or inhibit the collateral agents from foreclosing on the liens securing the notes and may impair the value of the collateral securing the notes. We cannot guarantee that the completed lien searches will not reveal any prior liens on the collateral securing notes or that there are no prior liens in jurisdictions where lien searches are not possible. Any prior lien could be significant, could be prior to the liens securing the notes and could have an adverse effect on the ability of the collateral agents to realize or foreclose upon the collateral securing the notes.

Any security granted over collateral might be avoided by a trustee in bankruptcy.

Any security granted over collateral in favor of any collateral agents, including pursuant to security documents delivered after the date of the indenture governing the notes, might be avoided by the grantor, as debtor-in-possession, or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the grantor is insolvent at the time of granting the security or becomes insolvent as a result of entering into the security or associated documentation, including a guarantee, or a bankruptcy proceeding in respect of the security provider is commenced within a specified number of days following the granting of the security.

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In the event that the First Lien Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of the notes in some foreign jurisdictions will not rank pari passu with the liens in favor of the Existing Senior Secured Notes and the Senior Secured Credit Facilities.

The security documents that create the liens in favor of the notes, the Existing Senior Secured Notes and the Senior Secured Credit Facilities with respect to certain foreign collateral rely on the First Lien Intercreditor Agreement for establishing the relative priorities of the holders of the notes, the holders of the Existing Senior Secured Notes and the lenders and other secured parties under the Senior Secured Credit Facilities. Because the priority of the notes with respect to such foreign collateral as compared to the Existing Senior Secured Notes and the Senior Secured Credit Facilities depends, in certain instances, on the enforceability of the First Lien Intercreditor Agreement, if the First Lien Intercreditor Agreement is found to be invalid or unenforceable, the liens in favor of the notes, in certain jurisdictions, will not rank pari passu with the liens in favor of the Existing Senior Secured Notes and the Senior Secured Credit Facilities. In such a situation the claims of the holders of the notes will be effectively subordinated to claims of the holders of the Existing Senior Secured Notes and the lenders and other secured parties under the Senior Secured Credit Facilities to the extent of the value of the assets secured by such liens.

Security interests in respect of the collateral may be adversely affected by the failure to perfect security interests in certain collateral presently owned or acquired in the future.

The security interest in the collateral securing the notes includes assets now owned or, to the extent permitted by applicable laws, acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or any collateral agent will monitor, or that we will inform the relevant trustee or any collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly create or perfect the security interest in such after-acquired collateral. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the notes against third parties. In addition, we are not required to take certain perfection steps in respect of particular assets, whether owned now or acquired in the future, in certain jurisdictions for cost or commercial reasons or such perfection steps may only occur at the time of enforcement. For example, although certain of our trade receivables may be assigned by way of security, we are not required, and do not intend, to notify the obligor of such receivables of the existence of such security, which may impair the effectiveness of the security interest.

Certain of the jurisdictions where you have the benefit of a security interest in collateral securing the notes do not have public, or other third party, registers where liens, pledges or other forms of security interests may be centrally recorded and if they do have such registers, registration may not be compulsory to protect a secured party’s interests or any registration may not be made or, when made, may not be effective to create priority over other security granted prior to the registration being made. As a result, in these jurisdictions the trustee or collateral agent must rely on any representations and warranties given by us that there are no liens, pledges or applicable other security interests already in place. There can be no assurance that we will accurately inform the relevant trustee or any collateral agent of the status of the collateral securing the notes and the value of the security interest may be adversely affected thereby.

In addition, in certain jurisdictions security interests created over particular assets can only be perfected by possession of the asset by the secured party. The terms of the security documents may not require possession to be granted to the secured party until enforcement, meaning that the security interest will remain unperfected until possession is granted.

Rights of holders of the notes may be adversely affected by bankruptcy proceedings in the United States.

The right of the collateral agents to repossess and dispose of the collateral securing the notes upon acceleration is likely to be significantly impaired by U.S. federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after any collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as any collateral agent, is prohibited

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from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, U.S. bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when any collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” as to the difference. U.S. federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case.

We may not obtain consents and notifications required in order to enable us to grant certain of the security proposed to be granted to secure the notes.

In order to perfect security interests over certain of the collateral it may be necessary to obtain third-party consents and provide certain notifications. These include consents and notifications in respect of contracts such as those with trade creditors and insurance contracts where the consent of the counterparties is required before any security can be perfected in respect of such contracts. We cannot assure you that we will obtain such consents and if they are not obtained the security interests in such collateral may not be enforceable. In certain cases the terms of the security documents do not require us to obtain such consents at all or, if they do, it is not required until enforcement occurs.

Security providers may own assets outside the respective jurisdictions in which they were formed.

The guarantors, security providers and issuers granting security in respect of the notes may own collateral located outside the respective jurisdictions in which such guarantors, security providers or issuers were formed. Where this is the case, the relevant security documents may not purport to create security interests over such collateral. In circumstances where the security documents purport to create security interests over such collateral, such security interests may not be effective, or the enforcement of such security interests in the jurisdiction in which the collateral is located may not be possible.

The use of collateral agents may diminish the rights that a secured creditor would otherwise have with respect to the collateral.

In most cases, the collateral will be taken in the name of a collateral agent for the benefit of the holders of the notes and the trustee. As a result, any collateral agent may effectively control actions with respect to collateral which may impair the rights that a noteholder would otherwise have as a secured creditor. Any collateral agent may take actions that a noteholder disagrees with or may fail to take actions that a noteholder wishes to pursue. For example, a collateral agent could decide to credit bid using the value of a noteholder’s secured claim even if such noteholder would not individually have done so.

Furthermore, any collateral agent may fail to act in a timely manner, which could impair the recovery of the noteholders.

In addition, in instances where any collateral agent cannot, or it is impractical for it to, hold a security interest, a gratuitous bailee may hold the security interest for the benefit of the noteholders. The holders will have no rights against any such gratuitous bailee.

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The collateral agents may not be able to possess certain collateral on enforcement and may also be prevented from holding security interests in certain collateral.

Applicable laws may restrict the ability of a foreign entity that holds a security interest in particular collateral from taking possession of that collateral on enforcement. In addition, certain jurisdictions restrict the ability of foreign entities to hold the benefit of security interests over certain assets. This may mean that any collateral agent may be unable to benefit from security interests in certain collateral and may also restrict the ability of such collateral agent to transfer collateral into its name on enforcement.

Intercompany movements of collateral may diminish the assets that serve as collateral and the priority of noteholder liens with respect to collateral.

We are generally permitted to freely move assets within the RGHL Group subject to certain restrictions. However, not all members of the RGHL Group are or will be guarantors, security providers or issuers or grant security over the same type of assets. If collateral is transferred to an entity that is not a guarantor, security provider, or issuer, the interests of the noteholders will cease to be secured by such assets.

If collateral is moved to another entity that is a guarantor, security provider or issuer, the asset may cease to be collateral or your priority in the asset may be impaired. If a type of collateral is transferred to a guarantor that does not grant security interests, as is the case with respect to guarantors organized in Japan, Costa Rica and Australia, or does not grant security interests with respect to that particular type of asset, then the noteholders will lose the benefit of such collateral. Even if the asset continues as collateral in the hands of the recipient entity, there may be hardening periods or notification requirements before the security interest becomes effective or the security interest might not be as beneficial to noteholders as it was in the possession of the transferring entity.

The notes are subject to complex intercreditor agreements governing the relationship between numerous creditors with respect to rights to payments and collateral across several jurisdictions, and there is no certainty as to how or if any court would enforce the intercreditor agreements.

The relationship among the holders of the notes and our other creditors is governed by two intercreditor agreements. The relationship among the holders of the notes, the holders of the Existing Senior Secured Notes, the lenders and other secured parties under the Senior Secured Credit Facilities and creditors under any other series of future first lien indebtedness is governed by the First Lien Intercreditor Agreement which is governed by New York law. See “Description of Certain Other Indebtedness and Intercreditor Agreements — First Lien Intercreditor Agreement.” The relationship among the holders of the notes, the holders of the Existing Senior Secured Notes and the lenders and other secured parties under the Senior Secured Credit Facilities on the one hand and the holders of the 2007 Notes on the other hand is subject to the 2007 UK Intercreditor Agreement, which is governed by English law. See “Description of Certain Other Indebtedness and Intercreditor Agreements — 2007 UK Intercreditor Agreement.”

These intercreditor agreements collectively govern the relationship among certain of our creditors which are located in several countries and have disparate interests. In addition, they govern creditor rights with respect to payment obligations from members of the RGHL Group and collateral located in different countries. Due to the complexity of the agreements, there is no certainty how a court would interpret the interaction among the parties. The complexity may also increase the time required to resolve any disputes among creditors and may impair or delay any recovery under the notes and guarantees. Also, given that the agreements govern matters in several countries, there is no certainty to what extent, if at all, any court would enforce the provisions.

There is currently no public market for the notes. We cannot assure you that an active trading market will develop for the notes, in which case your ability to transfer the notes, as applicable, will be limited.

The new notes are new securities for which there presently is no established public market. We cannot give you any assurance as to the development or maintenance of any active trading market for the notes or, if a market does develop for the notes, the liquidity of such market, your ability to sell your notes or the price at which you may be able to sell your notes. Future prices of the notes will depend on many factors, including:

• our operating performance and financial conditions;

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• the interest of securities dealers in making a market; and

• the market for similar securities.

In addition, the liquidity of the trading markets for the new notes, and the market prices quoted for the new notes, may be adversely affected by changes in the overall market for high-yield securities and by changes in our financial performance or in the prospects of companies in our industry generally. As a result, you cannot be certain that active trading markets will develop for the notes or, if such markets develop, that they will be maintained.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices and liquidity of securities similar to the notes. The market, if any, for the new notes may be subject to similar disruptions and any such disruptions may adversely affect the value of the notes.

Since the outstanding old notes will continue to have restrictions on transfer and cannot be sold without registration under securities laws or exemptions from registration requirements, you may have difficulty selling the old notes that you do not exchange.

If a large number of the old notes are exchanged for the new notes issued in the exchange offer, it may be difficult for holders of outstanding old notes that are not exchanged in the exchange offer to sell their old notes, since those old notes may not be offered or sold unless they are registered or unless there are exemptions from registration requirements under the Securities Act or state laws that apply to them. In addition, if there are only a small number of old notes outstanding, there may not be a very liquid market for those old notes. There may be few investors that will purchase unregistered securities for which there is not a liquid market.

In addition, if you do not tender your outstanding old notes or if we do not accept some outstanding old notes, those old notes will continue to be subject to the existing restrictions on transfer and exchange set forth in the indenture.

You may not receive the new notes in the exchange offer if the exchange offer procedures are not properly followed.

We will issue the new notes in exchange for your old notes only if you properly tender the old notes before expiration of the exchange offer. Neither we nor the exchange agent are under any duty to give notification of defects or irregularities with respect to the tenders of the old notes for exchange. If you are the beneficial holder of old notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offer, then you should promptly contact the person through whom your old notes are held and instruct that person to tender your old notes on your behalf.

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SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. Forward-looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to our management. Forward-looking statements are not statements of historical fact. For example, when we use words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “may,” “will” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. We have based these forward-looking statements on our management’s current view with respect to future events and financial performance. These views reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates and the projections reflected in the forward-looking statements are reasonable, such estimates and projections may prove to be incorrect, and our actual results may differ from those described in our forward-looking statements as a result of the following risks, uncertainties and assumptions, among others:

• risks related to acquisitions, including completed and future acquisitions, such as the risks that we may be unable to complete an acquisition in the timeframe anticipated, on its original terms, or at all, or that we may not be able to achieve some or all of the benefits that we expect to achieve from such acquisitions, including risks related to integration of our acquired businesses;

• risks related to the future costs of energy, raw materials and freight;

• risks related to our substantial indebtedness and our ability to service our current and future indebtedness;

• risks related to our hedging activities, which may result in significant losses and in period-to-period earnings volatility;

• risks related to our suppliers of raw materials and any interruption in our supply of raw materials;

• risks related to downturns in our target markets;

• risks related to increases in interest rates, which would increase the cost of servicing our debt;

• risks related to dependence on the protection of our intellectual property and the development of new products;

• risks related to exchange rate fluctuations;

• risks related to the consolidation of our customer bases, competition and pricing pressure;

• risks related to the impact of a loss of one of our key manufacturing facilities;

• risks related to our exposure to environmental liabilities and potential changes in legislation or regulation;

• risks related to complying with environmental, health and safety laws or as a result of satisfying any liability or obligation imposed under such laws;

• risks related to changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns that may harm our business and financial performance;

• risks related to restrictive covenants in the notes and our other indebtedness, which could adversely affect our business by limiting our operating and strategic flexibility;

• risks related to our dependence on key management and other highly skilled personnel;

• risks related to our pension plans; and

• risks related to other factors discussed or referred to in this prospectus, including in the section titled “Risk Factors.”

The risks described above and the risks disclosed in or referred to in the “Risk Factors” section in this prospectus are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and

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rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and included elsewhere in this prospectus.

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THE EXCHANGE OFFER

The following contains a summary of the material provisions of the exchange offer being made pursuant to the registration rights agreement with respect to the old notes, among the issuers, certain guarantors and the initial purchasers of the old notes, which we refer to as the “registration rights agreement.” Reference is made to the provisions of the registration rights agreement, which has been filed as an exhibit to the registration statement. Copies are available as set forth under the heading “Where You Can Find More Information.”

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and will not be subject to restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP or ISIN number from the old notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

Purpose of the Exchange Offer

We sold the old notes to initial purchasers who subsequently sold the old notes to qualified institutional buyers under Rule 144A of the Securities Act and to certain sophisticated investors in offshore transactions in reliance on Regulation S of the Securities Act. The exchange offer will give holders of old notes and related guarantees the opportunity to exchange the old notes for new notes and related guarantees that have been registered under the Securities Act. The new notes will be substantially similar in all material respects to the old notes.

Under the registration rights agreement, we have agreed to use our commercially reasonable efforts to cause the registration statement, of which this prospectus is a part, to become effective under the Securities Act within 365 days of the date of original issue of the old notes. We have also agreed to use our commercially reasonable efforts to keep the exchange offer open for the period required by applicable law, including pursuant to any applicable interpretation by the staff of the SEC, but in any event for at least 20 business days.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. We will issue new notes in exchange for an equal principal amount of outstanding old notes accepted in the exchange offer. Old notes may be tendered only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. This prospectus, together with the letter of transmittal, is being sent to all registered holders as of                     , 2012. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth below under “— Conditions.”

Old notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral or written notice of such acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the old notes and delivering new notes to such holders.

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

• such new notes are acquired in the ordinary course of business;

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

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• such holder is not engaged in and does not intend to engage in a distribution of such new notes.

We have not sought, and do not intend to seek, a no-action letter from the SEC, with respect to the effects of the exchange offer, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in previous no-action letters.

By tendering old notes in exchange for relevant new notes, you will represent to us that:

• any new notes to be received by you will be acquired in the ordinary course of business;

• you have no arrangements or understandings with any person to participate in the distribution of the old notes or new notes within the meaning of the Securities Act;

• you are not engaged in and do not intend to engage in a distribution of the new notes; and

• you are not our “affiliate,” as defined in Rule 405 under the Securities Act.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.” If you are not a broker-dealer, you will be required to represent that you are not engaged in and do not intend to engage in the distribution of the new notes. Whether or not you are a broker-dealer, you must also represent that you are not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If you are unable to make the foregoing representations, you may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of (i) in the case of an exchange dealer or initial purchaser, 180 days after the expiration date and (ii) in the case of any broker-dealer, 90 days after the expiration date, it will make this prospectus available to any such exchange dealer, initial purchaser or broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Upon consummation of the exchange offer, any old notes not tendered will remain outstanding and continue to accrue interest, but, with limited exceptions, holders of old notes who do not exchange their old notes for new notes pursuant to the exchange offer will no longer be entitled to registration rights and will not be able to offer or sell their old notes unless such old notes are subsequently registered under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the Securities Act and applicable state securities laws. With limited exceptions, we will have no obligation to effect a subsequent registration of the old notes.

Expiration Date; Extensions; Amendments; Termination

The expiration date for the exchange offer shall be 5:00 p.m., New York City time, on                     , 2013, unless we, in our sole discretion, extend the exchange offer in which case the expiration date for the exchange offer shall be the latest date to which the exchange offer is extended.

To extend an expiration date, we will notify the exchange agent of any extension by oral or written notice and will notify the holders of the old notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date for the exchange offer. Such notice to noteholders will disclose the aggregate principal amount of the outstanding notes that have been tendered as of the date of such notice and may state that we are extending the exchange offer for a specified period of time.

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In relation to the exchange offer, we reserve the right to:

(1) delay acceptance of any old notes due to an extension of the exchange offer, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of old notes not previously accepted if any of the conditions set forth under “— Conditions” shall have occurred and shall not have been waived by us prior to 5:00 p.m., New York City time, on the expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

(2) amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice of such delay, extension, termination or amendment to the exchange agent. If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of outstanding notes of that amendment and we will extend the exchange offer if necessary so that at least five business days remain in the offer following notice of the material change.

Without limiting the manner in which we may choose to make public an announcement of any delay, extension or termination of the exchange offer, we shall have no obligations to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

The new notes will accrue interest from the last interest payment date on which interest was paid on the old notes to the day before the consummation of the exchange offer or, if no interest has been paid on the old notes, from the date of original issuance of the old notes, and thereafter, provided that if the old notes are surrendered for exchange on or after a record date for an interest payment that will occur on or after the date of such exchange and as to which interest will be paid, interest on the new note received in exchange for such old note will accrue from the date of such interest payment date. No additional interest will be paid on old notes tendered and accepted for exchange except as provided in the registration rights agreement.

Procedures for Tendering

The old notes were issued in book-entry form, and the old notes are currently represented by one or more global certificates held for the account of a nominee of The Depository Trust Company, “DTC.” If you desire to tender old notes, you may tender such old notes to the exchange agent by (i) transmitting an agent’s message to the exchange agent through the facilities of DTC or (ii) submitting a signed letter of transmittal, if an agent’s message is not delivered and the tenders of old notes are to be made by book-entry transfer to the account of the exchange agent at DTC, together with a confirmation of book-entry transfer of the old notes and any other required documents.

Any beneficial owner whose old notes are held of record by a broker, dealer, commercial bank, trust company or other nominee and who wishes to take action with respect to the old notes should contact such nominee promptly and instruct such entity to tender old notes on such beneficial owner’s behalf.

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from a participant tendering old notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

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How to Tender Your Notes

To tender in the exchange offer, you must:

• complete, sign and date the letter of transmittal, or a facsimile of such letter of transmittal, have the signatures on such letter of transmittal guaranteed if required by such letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date; or

• comply with the ATOP procedures of DTC described below.

In addition, either:

• certificates of old notes must be received by the exchange agent along with the applicable letter of transmittal; or

• a timely confirmation of a book-entry transfer of old notes, if such procedures are available, into the exchange agent’s account at DTC, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date with the letter of transmittal.

There is no procedure for guaranteed delivery of old notes.

Book-Entry Transfer

Promptly after the date of this prospectus, the exchange agent for the notes will make a request to establish an account with respect to the old notes at DTC as book-entry transfer facility for tenders of the old notes. Any financial institution that is a participant in DTC’s systems including Euroclear Bank, S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, may make book-entry delivery of the old notes by causing DTC to transfer such old notes into the exchange agent’s account for such notes at DTC in accordance with DTC procedures for transfer. In addition, although delivery of old notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof with any required signature guarantees, or an agent’s message, and any other required documents, must, in any case, be transmitted to and received by the exchange agent at one of the addresses set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the applicable expiration date.

DTC’s Automated Tender Offer Program

The exchange agent and DTC have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize DTC’s ATOP to tender old notes.

Any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account for the relevant notes in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of such old notes into the exchange agent’s account for the relevant notes, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act (each an “Eligible Institution”) unless the old notes tendered pursuant to such letter of transmittal or notice of withdrawal, as the case may be, are tendered (1) by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an Eligible Institution.

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If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, submit with such letter of transmittal evidence satisfactory to us of their authority to so act.

Determination of Validity

We will only issue new notes in exchange for old notes that are timely and properly tendered. The method of delivery of old notes, letter of transmittal and all other required documents is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand-delivery service. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery and you should carefully follow the instructions on how to tender the old notes. No old notes, letters of transmittal or other required documents should be sent to us. Delivery of all old notes, if applicable, letters of transmittal and other documents must be made to the exchange agent at its address set forth below under “— Exchange Agent.” You may also request your respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender on your behalf. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your old notes or the tenders thereof.

Your tender of old notes will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, such determination being final and binding on all parties. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or defects with respect to tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Other Transactions Relating to the Old Notes

In addition, we reserve the right in our sole discretion, subject to the provisions of the indenture pursuant to which the old notes are issued:

• to purchase or make offers for any old notes that remain outstanding subsequent to the expiration date or, as set forth under “— Conditions,” to terminate the exchange offer;

• to redeem the old notes as a whole or in part at any time and from time to time, as set forth under the “Description of the Senior Secured Notes—Optional Redemption”; and

• to the extent permitted under applicable law, purchase the old notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers could differ from the terms of the exchange offer.

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Broker-Dealers

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes which the broker-dealer acquired as a result of market-making activities or other trading activities. See “Plan of Distribution.”

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer all old notes properly tendered will be accepted promptly after the expiration date, and the new notes will be issued promptly after the expiration date. See “— Conditions.” For purposes of the exchange offer, old notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral or written notice thereof to the exchange agent. For each old note accepted for exchange, the holder of such note will receive a new note having a principal amount equal to that of the surrendered old note.

In all cases, issuance of new notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

• certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at the book-entry transfer facility;

• a properly completed and duly executed letter of transmittal; and

• all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged old notes will be returned without expense to the tendering holder of such notes, if in certificated form, or credited to an account maintained with such book-entry transfer facility promptly after the expiration or termination of the exchange offer.

Withdrawal of Tenders

Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth below under “— Exchange Agent.” Any such notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes;

• in the case of old notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility;

• contain a statement that such holder is withdrawing its election to have such old notes exchanged;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of such old notes in the name of the person withdrawing the tender; and

• specify the name in which such old notes are registered, if different from the person who tendered such old notes.

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All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, in our sole discretion, such determination being final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder of such notes without cost to such holder, in the case of physically tendered old notes, or credited to an account maintained with the book-entry transfer facility for the old notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

Notwithstanding any other provision in the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine in our reasonable judgment that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time, prior to the expiration date, in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights prior to 5:00 p.m., New York City time, on the expiration date shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to 5:00 p.m., New York City time, on the expiration date.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the notes under the Trust Indenture Act. Pursuant to the registration rights agreement, we are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time.

Exchange Agent

The Bank of New York Mellon has been appointed as exchange agent for the exchange offer for the notes. The Bank of New York Mellon also acts as trustee under the indenture governing the old notes, which is the same indenture that will govern the new notes. Questions and requests for assistance and requests for additional copies of this prospectus or of letters of transmittal should be directed to the exchange agent addressed as follows:

Deliver To:

By registered or certified mail, hand delivery or overnight courier:	By facsimile: (Eligible Institutions Only)	To confirm by telephone or for information call:
The Bank of New York Mellon Corporate Trust — Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057	+1 732-667-9408 Attention: Mr. Christopher Landers	+1 315-414-3362

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy or in person by our officers and regular employees.

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We will not make any payments to or extend any commissions or concessions to any broker or dealer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, new notes or old notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other person will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

The new notes will be recorded as carrying the same value as the old notes, which is face value, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be expensed.

Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for new notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on such old notes as a consequence of the old notes having been issued pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may only be offered or sold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in a transaction not subject to the Securities Act and applicable state

securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. To the extent that old notes are tendered and accepted pursuant to the exchange offer, there may be little or no trading market for untendered and tendered but unaccepted old notes. The restrictions on transfer will make the old notes less attractive to potential investors than the new notes.

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THE TRANSACTIONS

The November 2012 Refinancing Transactions

On November 7, 2012, certain members of the RGHL Group entered into a receivables loan and security agreement pursuant to which the RGHL Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash).

On November 13, 2012, the RGHL Group issued a notice of redemption in respect of the €450 million aggregate principal amount outstanding of the Euro 2009 Notes. The proceeds from the Securitization Facility and available cash resources were used to redeem the Euro 2009 Notes and to pay fees and expenses related to the transaction. The Euro 2009 Notes were redeemed on December 13, 2012 at €1,038.75 per €1,000 of face value plus accrued and unpaid interest.

We refer to these refinancing transactions as the “November 2012 Refinancing Transactions.”

The September 2012 Refinancing Transactions

On September 28, 2012, the Issuers completed the sale of $3,250 million aggregate principal amount of old notes in a private offering. The notes will mature on October 15, 2020.

The net proceeds of the offering of the old notes were used to repay a portion of the existing term loans under the Senior Secured Credit Facilities and to repay the Dollar 2009 Notes. On September 28, 2012, the Issuers repurchased $777 million aggregate principal amount of Dollar 2009 Notes pursuant to a tender offer. On October 29, 2012, the Issuers redeemed the remaining $348 million aggregate principal amount of Dollar 2009 Notes. RGHL intends to use the remaining net proceeds from the offering of the old notes for general corporate purposes.

On September 28, 2012, we entered into Amendment No. 7 and Incremental Term Loan Assumption Agreement (“Amendment No. 7”) to the Senior Secured Credit Facilities and incurred thereunder $2,235 million and €300 million of term loans. Prior to September 28, 2012, certain amounts outstanding under the Tranche C term loan facility under the Senior Secured Credit Facilities were repaid with available cash, and concurrent with the effectiveness of Amendment No. 7, the borrowers under the Senior Secured Credit Facilities repaid in full the remaining term loan facilities under the existing Senior Secured Credit Facilities. The term loans drawn under Amendment No. 7 have a maturity date of September 28, 2018. Amendment No. 7 removed the restrictions on capital expenditures, the annual cap on asset sales and the interest coverage test contained in the Senior Secured Credit Facilities. In addition, the senior secured leverage ratio test in the Senior Secured Credit Facilities was amended so that it is now a senior secured first lien leverage ratio test.

Amendment No. 7 also effected other amendments to the Senior Secured Credit Facilities, including amendments that reduced the interest rates in respect of the term loans, added a mechanism to allow subsidiaries to be designated as unrestricted, increased flexibility in the type of indebtedness that can be incurred by the RGHL Group and its subsidiaries, increased flexibility with respect to the terms of any future incremental borrowings, increased flexibility to repay senior secured notes, restricted the application of the soft call protection, resized and added new baskets, removed the holding company restrictions on Reynolds Group Holdings Limited, allowed for lenders to assign their debt to the RGHL Group in open market transactions and gave increased flexibility with respect to the resignation of guarantors and ancillary borrowers.

We refer to these refinancing transactions as the “September 2012 Refinancing Transactions.”

The February 2012 Refinancing Transactions

On February 15, 2012, the Issuers completed the sale of $1,250 million aggregate principal amount of February 2012 Senior Notes in a private offering. The February 2012 Senior Notes will mature on August 15, 2019.

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The net proceeds from the offering of the February 2012 Senior Notes were used to refinance the $14 million outstanding aggregate principal amount of the Graham Packaging 2017 Notes, the $19 million outstanding aggregate principal amount of the Graham Packaging 2018 Notes, the $355 million outstanding aggregate principal amount of the Graham Packaging Senior Subordinated Notes and the $249 million outstanding aggregate principal amount of Pactiv 2012 Notes and pay fees associated with the early repayment of

these notes by depositing funds, on February 15, 2012, with the trustees of the Graham Packaging Notes and of the Pactiv 2012 Notes, respectively, to satisfy and discharge their obligations pursuant to the indentures governing these notes. In addition, the issuers of the Graham Packaging Notes and of the Pactiv 2012 Notes redeemed such notes on March 16, 2012. RGHL used the remaining net proceeds from the offering of the February 2012 Senior Notes for general corporate purposes.

We refer to (i) the offering of the February 2012 Senior Notes, (ii) the application of the net proceeds from the offering of the February 2012 Senior Notes to satisfy and discharge the obligations of the issuers of the Graham Packaging Notes and of the Pactiv 2012 Notes under the applicable indentures and (iii) the payment of related fees and expenses as the “February 2012 Refinancing Transactions.”

The Graham Packaging Transaction

Graham Packaging Acquisition

On September 8, 2011, a wholly-owned indirect subsidiary of RGHL merged with and into Graham Company, with Graham Company surviving the merger as an indirect wholly-owned subsidiary of RGHL. We refer to this acquisition as the “Graham Packaging Acquisition.” Graham Company’s stockholders received $25.50 in cash for each share of Graham Company common stock, for a total enterprise value, including net debt, of $4.5 billion.

We financed the Graham Packaging Acquisition with (i) the $1,500 million principal amount of August 2011 Senior Secured Notes, (ii) $500 million principal amount of the August 2011 Senior Notes, (iii) the $2,000 million principal amount of the incremental term loans under new incremental senior secured credit facilities, or the “New Incremental Senior Secured Credit Facilities,” and (iv) available cash. We used the proceeds from the issuance of the additional $500 million principal amount of August 2011 Senior Notes to repurchase the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes that tendered in connection with the change of control offers for such notes. See “— Change of Control Offer.”

We refer to the financing arrangements related to the Graham Packaging Acquisition as the “Graham Packaging Acquisition Financing Arrangements.”

Graham Packaging Tender Offers and Consent Solicitations

The issuers of the Graham Packaging Notes, Graham Packaging Company, L.P. and GPC Capital Corp. I, commenced tender offers for any and all of the outstanding Graham Packaging Notes and also solicited the consents of holders of each series of the Graham Packaging Notes to make certain amendments to the indentures governing the Graham Packaging Notes. We refer to these tenders offers and consent solicitations as the “Graham Packaging Tender Offers.”

The Graham Packaging Tender Offers collectively offered holders of Graham Packaging Notes an opportunity to receive consideration that represented a premium to the consideration that they would have received if they were to require the issuers of the Graham Packaging Notes to purchase such notes in a change of control offer resulting from the Graham Packaging Acquisition, assuming a 30 day notice period following the change of control, and to provide RGHL and its affiliates with “Permitted Holder” status under the indentures governing the Graham Packaging Notes that is substantially similar to the status that they would have if a change of control offer were consummated.

On July 19, 2011, Graham Packaging announced that it had received the requisite consents from holders of the Graham Packaging Senior Subordinated Notes to adopt the proposed amendments that were the subject of the related Graham Packaging Tender Offer. On August 25, 2011, the issuers of the Graham Packaging Senior Subordinated Notes purchased $21 million aggregate principal amount of Graham Packaging Senior

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Subordinated Notes that were tendered. Accordingly, the indenture governing the Graham Packaging Senior Subordinated Notes no longer requires the issuers of such notes to make a change of control offer with respect to the consummation of the Graham Packaging Acquisition.

Graham Packaging did not receive the requisite consents from holders of the Graham Packaging 2017 Notes or the Graham Packaging 2018 Notes with respect to the proposed amendments. On August 4, 2011 the Graham Packaging Tender Offers related to the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes expired.

Senior Secured Intercompany Loan Agreement

In connection with the Graham Packaging Acquisition, Reynolds Group Holdings Inc., an indirect wholly-owned subsidiary of RGHL, loaned $2,078 million to certain subsidiaries of Graham Holdings pursuant to an intercompany loan agreement, the proceeds of which were used to repay Graham Packaging’s senior secured credit facilities. This intercompany loan was guaranteed by the guarantors of Graham Packaging’s former senior secured credit facilities and was secured by a first priority perfected security interest in certain assets of Graham Holdings and certain of its subsidiaries.

Following the redemption of all outstanding Graham Packaging Notes in March 2012, the intercompany loan agreement was amended and restated, the related guarantees were released and the related security arrangements were terminated. Concurrently, Graham Holdings and certain of its U.S. subsidiaries became guarantors of the Existing Notes and our Senior Secured Credit Facilities and pledged certain assets for the benefit of the holders of the Existing Senior Secured Notes and the lenders under our Senior Secured Credit Facilities.

Change of Control Offer

On September 16, 2011, Graham Packaging commenced a change of control offer with respect to the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes to repurchase for cash at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase, as required by the applicable indentures. Holders of $240 million aggregate principal amount of Graham Packaging 2017 Notes and $231 million aggregate principal amount of Graham Packaging 2018 Notes tendered their notes in the change of control offer prior to its expiration on October 17, 2011, and the tendered notes were purchased on October 20, 2011. We refer to this change of control offer as the “Graham Packaging Change of Control Offer.”

We refer to the Graham Packaging Acquisition, the Graham Packaging Acquisition Financing Arrangements and the other related transactions, including the Graham Packaging Change of Control Offer, as the “Graham Packaging Transaction.”

The Dopaco Acquisition

On May 2, 2011, we acquired Dopaco from Cascades Inc. The consideration for the acquisition was $395 million in cash. The purchase price was paid from existing cash of the RGHL Group. We refer to this acquisition as the “Dopaco Acquisition.” We have combined Dopaco with our Pactiv Foodservice segment.

The 2011 Refinancing Transactions

On February 1, 2011, the Issuers issued $1,000 million principal amount of February 2011 Senior Secured Notes and $1,000 million principal amount of February 2011 Senior Notes. Proceeds from the offering of the February 2011 Notes were used to fully repay the Original Tranche D Term Loans, and the remaining proceeds were used for general corporate purposes.

On February 9, 2011, we entered into an amended and restated credit agreement and borrowed $2,325 million in U.S. term loans and €250 million in European term loans. The proceeds from the term loans under the Senior Secured Credit Facilities were applied to refinance all term loans outstanding under the original senior secured credit facilities which consisted of (i) $1,035 million of U.S. term loans, or the “Original U.S.

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Term Loans,” which were borrowed on November 5, 2009; (ii) $800 million of U.S. Tranche C term loans, or the “Original Tranche C Term Loans,” which were borrowed on May 4, 2010; (iii) $500 million of U.S. Tranche A term loans, or the “Original Tranche A Term Loans,” and $1,520 million of U.S. Tranche D term loans, or the “Original Tranche D Term Loans,” which were borrowed on November 16, 2010; (iv) €250 million of European term loans, or the “Original European Term Loans,” which were borrowed on November 5, 2009; (v) a U.S. revolving credit facility of $120 million; and (vi) a European revolving credit facility of €80 million. This refinancing resulted in reducing the interest rates and extending the repayment terms and maturity date of our term loans.

We refer to these refinancing transactions as the “2011 Refinancing Transactions.”

The Pactiv Transaction

On November 16, 2010, a wholly-owned indirect subsidiary of RGHL merged with and into Pactiv, with Pactiv surviving the merger as an indirect wholly-owned subsidiary of RGHL. We refer to this merger as the “Pactiv Acquisition.” Pactiv’s stockholders received $33.25 in cash for each share of Pactiv common stock, for a total enterprise value, including net debt, of $5.8 billion.

In connection with the Pactiv Acquisition, we commenced an offer to purchase and consent solicitation with respect to the Pactiv 2018 Notes. Pursuant to such tender offer, Pactiv purchased for cash $234 million in aggregate principal amount of tendered Pactiv 2018 Notes, with $16 million in aggregate principal amount remaining outstanding as of September 30, 2012. Pursuant to such tender offer, Pactiv obtained the requisite consents to eliminate the covenant requiring Pactiv to make an offer to purchase the Pactiv 2018 Notes if a “change of control triggering event” occurs, as defined in the applicable indenture.

We also commenced a change of control offer with respect to the Pactiv 2012 Notes, as required by the applicable indenture. Pursuant to the change of control offer, Pactiv purchased for cash $1 million in aggregate principal amount of tendered Pactiv 2012 Notes. On March 16, 2012, the Pactiv 2012 Notes were redeemed. See “— The February 2012 Refinancing Transactions.”

We financed the Pactiv Acquisition with (i) the $1,500 million principal amount of October 2010 Senior Secured Notes, (ii) the $1,500 million principal amount of October 2010 Senior Notes, (iii) the $2,020 million principal amount of the Original Tranche A Term Loans and Original Tranche D Term Loans and (iv) $322 million in cash contributed to RGHL. See “Description of Certain Other Indebtedness and Intercreditor Agreements.”

We refer to the Pactiv Acquisition and the related financing and other transactions as the “Pactiv Transaction.”

The Reynolds Foodservice Acquisition

On September 1, 2010, certain indirect wholly-owned subsidiaries of RGHL acquired the equity of the Reynolds foodservice packaging business from an affiliated entity that is beneficially owned by our strategic owner, Mr. Graeme Hart. The total purchase price was $342 million, which was paid with existing cash. We refer to this acquisition as the “Reynolds Foodservice Acquisition.” See “Shareholders and Related Party Transactions — Related Party Transactions — Acquisitions — Reynolds Foodservice Acquisition.”

The Evergreen Transaction

On May 4, 2010, certain indirect wholly-owned subsidiaries of RGHL acquired the equity of the business that constitutes our Evergreen segment from affiliated entities that are beneficially owned by our strategic owner, Mr. Graeme Hart, for a total purchase price of $1,612 million. We refer to this acquisition as the “Evergreen Acquisition.” See “Shareholders and Related Party Transactions — Related Party Transactions — Acquisitions — Evergreen Acquisition.”

On the same date, an indirect wholly-owned subsidiary of RGHL acquired the assets and liabilities associated with the Whakatane paper mill from Carter Holt Harvey Limited, a New Zealand Company and an

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indirect wholly-owned subsidiary of Rank Group, or “CHH”, for a total purchase price of $46 million. We refer to this acquisition as the “Whakatane Acquisition.” After the consummation of the Whakatane Acquisition, the Whakatane paper mill became a part of our SIG segment. See “Shareholders and Related Party Transactions — Related Party Transactions — Acquisitions — Whakatane Acquisition.”

We financed the Evergreen Acquisition and the Whakatane Acquisition with (i) the $1,000 million principal amount of the May 2010 Notes, (ii) the $800 million principal amount of the Original Tranche C Term Loans and (iii) available cash. On the date of the closing of the acquisitions, certain credit facilities of the acquired businesses were fully repaid.

We refer to the Evergreen Acquisition, the Whakatane Acquisition and the related financing and other transactions as the “Evergreen Transaction.”

The RGHL Transaction

On November 5, 2009, Beverage Packaging Holdings III S.a.r.l, or “BP III,” acquired the equity of the business that constitutes our Closures segment from an affiliated entity that is beneficially owned by our strategic owner, Mr. Graeme Hart, for a total purchase price of $708 million. We refer to this acquisition as the “Closures Acquisition.” See “Shareholders and Related Party Transactions — Related Party Transactions — Acquisitions — Closures Acquisition.”

On the same date, BP III acquired the equity of the Reynolds consumer products business from an affiliated entity that is beneficially owned by our strategic owner Mr. Graeme Hart, for a total purchase price of $984 million. We refer to this acquisition as the “Reynolds Consumer Acquisition” and together with the “Closures Acquisition” as the “RGHL Acquisition.” See “Shareholders and Related Party Transactions — Related Party Transactions — Acquisitions — Reynolds Consumer Acquisition.”

We financed the RGHL Acquisition with (i) a $544 million cash contribution by RGHL to BP I, (ii) the $1,125 million and the €450 million principal amount of 2009 Notes, (iii) the $1,035 million principal amount of the Original U.S. Term Loans, (iv) the €250 million principal amount of the Original European Term Loans, and (v) €116 million of cash from SIG.

We refer to the RGHL Acquisition and the related financing and other transactions as the “RGHL Transaction.”

The Reynolds Acquisition

Through a series of acquisitions that occurred from February 29, 2008 to July 31, 2008, certain entities that are ultimately owned by our strategic owner, Mr. Graeme Hart, acquired Alcoa’s closures, consumer products and food and flexible packaging businesses for a total purchase price of $2.7 billion. We refer to this acquisition as the “Reynolds Acquisition.”

The businesses acquired pursuant to the Reynolds Acquisition became our Closures segment and Reynolds consumer products business following the RGHL Transaction and our Reynolds foodservice packaging business following the Reynolds Foodservice Acquisition. See “— The RGHL Transaction” and “— The Reynolds Foodservice Acquisition.”

The SIG Transaction

On May 11, 2007, RGHL consummated a public tender offer for all publicly traded shares of SIG Combibloc at a price of CHF 435 per share. At that time, SIG Combibloc was listed on the SIX Swiss Exchange. Following the consummation of the tender offer (the rights to which were assigned to BP III), RGHL, through its indirect subsidiary BP III, held 98.3% of the SIG Combibloc shares. RGHL, indirectly through BP III, completed a squeeze-out of the remaining publicly owned shares of SIG Combibloc on November 7, 2007 and SIG Combibloc became a wholly-owned subsidiary of BP III. The aggregate purchase price for 100% of the SIG Combibloc shares was €1.7 billion. As of December 31, 2007, BP III held all of the shares of SIG Combibloc. The shares of SIG Combibloc were delisted from the SIX Swiss Exchange on November 2, 2007. We refer to this acquisition as the “SIG Acquisition.”

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The purchase of the SIG Combibloc shares, the refinancing of certain existing indebtedness and the payment of related fees and expenses were financed with the proceeds of a €740 million term loan made available under SIG Combibloc’s senior credit facilities (which were repaid in full and terminated in connection with the RGHL Transaction), the proceeds of a €770 million bridge facility and €405 million in equity contributions by affiliates of RGHL. The bridge facility was subsequently repaid with the proceeds of the 2007 Notes and SIG Combibloc’s senior credit facilities were prepaid in an amount of €130 million with the balance of the proceeds of the 2007 Notes. For additional information regarding the 2007 Notes, see “Description of Certain Other Indebtedness and Intercreditor Agreements.”

We refer to the acquisition of SIG and the related financing and other transactions as the “SIG Transaction.”

The Initial Evergreen Acquisition

Through a series of acquisitions that occurred from January 31, 2007 to April 30, 2007, certain entities that were ultimately owned by our strategic owner, Mr. Graeme Hart, acquired IP’s Bev Pack Business for $497 million in cash. We refer to this acquisition as the “Initial Evergreen Acquisition.”

The businesses acquired pursuant to the Initial Evergreen Acquisition became part of our Evergreen segment following the Evergreen Acquisition, and IP’s Bev Pack Business became our predecessor for accounting purposes. See “— The Evergreen Transaction.”

The Initial Evergreen Acquisition was financed with a total of $425 million drawn under a facility agreement.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the new notes under the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in like principal amount, the terms of which are identical in all material respects to the new notes, subject to limited exceptions. Old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase in our indebtedness or capital stock.

The net proceeds from the sale of the old notes were approximately $3,197 million. We used the net proceeds from the issuance of the old notes to repay a portion of the existing term loans under the Senior Secured Credit Facilities and to repay the Dollar 2009 Notes. We intend to use the remaining net proceeds from the offering of the old notes for general corporate purposes.

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SELECTED HISTORICAL CONSOLIDATED AND HISTORICAL COMBINED FINANCIAL DATA

RGHL Group

The following tables set forth the selected historical combined financial data of the RGHL Group Predecessor (prepared on a U.S. GAAP basis) and the selected historical financial data of the RGHL Group Successor (prepared on an IFRS basis). On January 31, 2007, Rank Group, through its indirect wholly-owned subsidiary Evergreen Packaging New Zealand Limited, commenced the acquisition of IP’s Bev Pack Business. The acquisition occurred in stages from January 31, 2007 to April 30, 2007. Prior to the Initial Evergreen Acquisition, the RGHL Group had no significant operations. We refer to IP’s Bev Pack Business (or a subset thereof) prior to January 31, 2007 as the “RGHL Group Predecessor” and the RGHL Group as the “RGHL Group Successor” for purposes of the presentation of the financial information below.

The selected historical financial data of the RGHL Group Successor as of December 31, 2007, 2008 and 2009 and for the period from January 31, 2007 to December 31, 2007 and for the year ended December 31, 2008 have been derived from the RGHL Group Successor’s audited financial statements which are not included in this prospectus. The selected historical financial data of the RGHL Group Successor as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 have been derived from the RGHL Group Successor’s audited financial statements included elsewhere in this prospectus.

Given the potential for differences between IFRS and U.S. GAAP, caution is required when comparing financial data across periods. Furthermore, certain presentations and classifications in the RGHL Group Predecessor financial statements that were prepared based on U.S. GAAP are inconsistent with the RGHL Group Successor IFRS presentations. See “Summary — Presentation of Financial Information” and “Summary — Summary of Certain Differences Between IFRS and U.S. GAAP.”

The following data should be read in conjunction with the financial statements and related notes, and other information included elsewhere in this prospectus, including “Operating and Financial Review and Prospects” and “Risk Factors.”

IFRS Selected Financial Data

The following selected financial data as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 have been derived from the audited IFRS financial statements of the RGHL Group Successor included elsewhere in this prospectus. The following selected financial data as of December 31, 2007, 2008 and 2009 and for the years ended December 31, 2007 and 2008 have been derived from audited IFRS financial statements of the RGHL Group Successor that are not included in this prospectus. The following selected financial data as of September 30, 2012 and for the nine months ended September 30, 2011 and 2012

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have been derived from the unaudited IFRS financial statements of the RGHL Group Successor, included elsewhere in this prospectus.

	RGHL Group Successor
	Year Ended December 31,															Nine Months Ended September 30,
	2007(*†)			2008(**†)			2009(†)			2010(***†)			2011(****†)			2011(*****††)			2012(******††)
	(IFRS)
	(In $ million)
Income Statement
Revenue	$	2,042		$	6,013		$	5,910		$	6,774		$	11,789		$	8,279		$	10,357
Cost of sales		(1,775	)		(5,309	)		(4,691	)		(5,524	)		(9,725	)		(6,830	)		(8,429	)
Gross profit		267			704			1,219			1,250			2,064			1,449			1,928
Other income		155			94			201			102			87			68			128
Selling, marketing and distribution expenses		(60	)		(229	)		(211	)		(231	)		(347	)		(266	)		(264	)
General and administration expenses		(178	)		(334	)		(366	)		(392	)		(628	)		(438	)		(633	)
Other expenses		(41	)		(247	)		(96	)		(80	)		(268	)		(224	)		(147	)
Share of profits of associates and joint ventures, net of income tax (equity method)		4			6			11			18			17			14			19
Profit from operating activities		147			(6	)		758			667			925			603			1,031
Financial income		14			165			21			66			22			32			60
Financial expenses		(302	)		(409	)		(513	)		(752	)		(1,420	)		(1,086	)		(1,304	)
Net financial expenses		(288	)		(244	)		(492	)		(686	)		(1,398	)		(1,054	)		(1,244	)
Profit (loss) before income tax		(141	)		(250	)		266			(19	)		(473	)		(451	)		(213	)
Income tax benefit (expense)		30			63			(149	)		(78	)		56			64			125
Profit (loss) from continuing operations for the period	$	(111	)	$	(187	)	$	117		$	(97	)	$	(417	)	$	(387	)	$	(88	)
Other operating data (unaudited)
Ratio of earnings to fixed charges(1)		—			—			1.6x			—			—			—			—

          * Represents 11 months of operations for the Evergreen segment and seven months of operations for the SIG segment.

        ** Represents a full year of operations for the SIG and Evergreen segments and 10 months of operations for the Closures segment, the Reynolds consumer products business prior to the Pactiv Acquisition and the Reynolds foodservice packaging business prior to the Pactiv Acquisition and to the Dopaco Acquisition.

      *** Represents a full year of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include operations of our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

    **** Includes the operations of Dopaco for the period from May 2, 2011 to December 31, 2011 and Graham Packaging for the period from September 8, 2011 to December 31, 2011.

  ***** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments and includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

****** Represents nine months of operations for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

          † Derived from the audited financial statements of the RGHL Group.

        †† Derived from the interim unaudited condensed financial statements of the RGHL Group.

       (1) The ratio of earnings to fixed charges is calculated by dividing earnings before income taxes from continuing operations by fixed charges of continuing operations. For the periods presented, fixed

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charges consisted of interest expense, amortization and the write-off of financing costs and original issue discount, and management’s estimate of interest within rent expense using an approximate interest factor. Due to pre-tax losses in 2007, 2008, 2010, 2011 and 2012, the ratio coverage was less than 1.0x. The RGHL Group Successor would have needed to generate additional earnings of $145 million, $258 million, $34 million, $488 million, $463 million and $229 million for the years ended December 31, 2007, 2008, 2010, and 2011 and the nine months ended September 30, 2011 and 2012, respectively, in order to achieve a coverage of 1.0x.

	RGHL Group Successor
	As of December 31,												As of September 30,
	2007(*†)			2008(**†)		2009(†)		2010(***†)		2011(****†)			2012(****††)
	(IFRS)
	(In $ million)
Balance Sheet Data
Cash and cash equivalents	$	340		$	387	$	516	$	664	$	597		$	1,807
Trade and other receivables		484			710		683		1,150		1,509			1,579
Inventories		401			828		756		1,281		1,764			1,736
Property, plant and equipment		1,242			1,940		1,825		3,266		4,546			4,368
Intangible assets		1,910			3,361		3,279		8,748		12,545			12,311
Other assets		635			700		703		867		950			1,074
Total assets		5,012			7,926		7,762		15,976		21,911			22,875
Trade and other payables — current		361			710		761		1,246		1,760			1,886
Borrowings — current		912			2,361		112		141		521			393
Borrowings — non-current		2,987			2,544		4,842		11,701		16,625			17,922
Other liabilities		822			1,285		943		2,624		3,186			2,885
Total liabilities		5,082			6,900		6,658		15,712		22,092			23,086
Net assets (liabilities)	$	(70	)	$	1,026	$	1,104	$	264	$	(181	)	$	(211	)

      * Represents balance sheet data for the SIG and Evergreen segments.

    ** Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments.

  *** Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments. Reynolds Consumer Products and Pactiv Foodservice include balance sheet data for our Hefty consumer products and Pactiv foodservice packaging businesses, respectively.

**** Represents balance sheet data for the SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments.

      † Derived from the audited financial statements of the RGHL Group.

    †† Derived from the interim unaudited condensed financial statements of the RGHL Group.

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U.S. GAAP Selected Financial Data

The selected historical financial data of the RGHL Group Predecessor (represented by the North American operations of IP’s Bev Pack Business) for the one-month period from January 1, 2007 to January 31, 2007 have been derived from the North American operations of IP’s Bev Pack Business audited combined financial statements which are not included in this prospectus.

	North American Operations of IP’s Bev Pack Business Period from January 1 to January 31,
	2007*
	(U.S. GAAP)
	(In $ million)
Income Statement
Net sales	$	62
Costs and expenses
Cost of products sold (exclusive of depreciation and amortization included below)		(44	)
Selling, general and administrative expenses		(4	)
Distribution expenses		(3	)
Depreciation and amortization		(3	)
Tax other than income		(1	)
Goodwill impairment and other charges		(1	)
Sale of business — IPI Japan		—
Reversal of reserves no longer required		—
Operating income		6
Interest income		—
Interest expense		—
Other income net		—
Income before income taxes, minority interest expense and equity earnings		6
Income tax expense		N/A
Minority interest expense — net of tax		N/A
Equity earnings — net of tax		N/A
Net income	$	N/A
Other operating data (unaudited)
Ratio of earnings to fixed charges		N/A

* Derived from the financial statements of the North American operations of IP’s Bev Pack Business which did not include accounting for income tax expense, minority interest expense — net of tax, equity earnings — net of tax, or net income.

The selected historical financial data of the North American operations of IP’s Bev Pack Business are not directly comparable to the selected financial data of the RGHL Group Successor for a variety of reasons including, among other items, the following:

• The selected historical financial data of the North American operations of IP’s Bev Pack Business, which are not included in this prospectus, have been derived from their audited financial statements prepared in accordance with U.S. GAAP. The RGHL Group Successor’s financial statements, which are included in this prospectus, are presented in accordance with IFRS. See “Summary — Summary of Certain Differences Between IFRS and U.S. GAAP.”

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• The selected historical financial data of the North American operations of IP’s Bev Pack Business are not necessarily indicative of the conditions that would have existed or the results of operations if the North American operations of IP’s Bev Pack Business had been operated as a stand-alone company during the period presented.

• The selected historical financial data for the one-month period ended January 31, 2007 represents the results of the North American operations of IP’s Bev Pack Business only.

• Some of the operations represented in the selected financial data of the North American operations of IP’s Bev Pack Business are not reflected in the selected historical financial data of the RGHL Group Successor as such operations were not acquired by Rank Group.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information is based on the historical financial information of the RGHL Group, Dopaco and Graham Packaging, each of which is included elsewhere in this prospectus, as adjusted to illustrate the impact of the 2011 Refinancing Transactions, the Dopaco Acquisition, the Graham Packaging Transaction, the February 2012 Refinancing Transactions, the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions (collectively, the “Pro Forma Transactions”). For further information regarding the Pro Forma Transactions, see the section titled “The Transactions.” The unaudited pro forma combined balance sheet gives effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions as if they had been completed as of September 30, 2012. The unaudited pro forma combined income statements give effect to the Pro Forma Transactions as if they had been completed as of January 1, 2011.

The unaudited pro forma combined financial information is prepared in accordance with IFRS.

The unaudited pro forma combined financial information has been compiled from the following sources with the following unaudited adjustments:

• IFRS financial information for the RGHL Group under the column titled “Historical RGHL Group” has been derived without adjustment from the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 and the RGHL Group’s interim unaudited condensed financial statements as of September 30, 2012 and for the nine month periods ended September 30, 2011 and 2012, each of which is included elsewhere in this prospectus.

• The column titled “Adjustments for the Full Period Effect of the 2011 and February 2012 Financing Transactions” in the unaudited pro forma combined income statements reflects the adjustments associated with the financing components of the Graham Packaging Transaction, the 2011 Refinancing Transactions and the February 2012 Refinancing Transactions. Specifically, this column gives effect to (a) the issuance of the August 2011 Notes, the drawings under the New Incremental Senior Secured Credit Facilities and incremental interest on the Senior Secured Credit Facilities, (b) the issuance of the February 2011 Notes, the drawings under the Senior Secured Credit Facilities and the repayment of the Original Senior Secured Credit Facilities, each of which was completed during February 2011, (c) the issuance of the February 2012 Senior Notes with a portion of the gross proceeds used to redeem and discharge the remaining balance of the Graham Packaging Notes and the Pactiv 2012 Notes and (d) the transaction fees and expenses associated with these transactions. The basis for these adjustments is explained in the notes accompanying the unaudited pro forma combined financial information.

• U.S. GAAP financial information for Dopaco under the column titled “Historical Dopaco as Adjusted” has been derived from Dopaco’s audited combined financial statements as of May 1, 2011 and for the 126-day period ended May 1, 2011, which are included elsewhere in this prospectus and which have been reclassified to conform with the RGHL Group reporting format.

• The column titled “Adjustments related to Dopaco on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Dopaco Acquisition” reflects certain adjustments to convert Dopaco’s U.S. GAAP financial information to IFRS, to align Dopaco’s U.S. GAAP accounting policies with the RGHL Group’s IFRS accounting policies and to reflect management’s assessment of the impact of fair values on periods prior to the acquisition by the RGHL Group. The basis for these adjustments is explained in the notes accompanying the unaudited pro forma combined financial information. For a discussion of certain differences between IFRS and U.S. GAAP see “Summary—Summary of Certain Differences Between IFRS and U.S. GAAP.”

• U.S. GAAP financial information for Graham Packaging under the column titled “Historical Graham Packaging as Adjusted” has been derived from Graham Packaging’s unaudited accounting records for the period from January 1, 2011 to September 7, 2011, which incorporate the unaudited condensed consolidated financial statements as of and for the six month period ended June 30, 2011, which are included elsewhere in this prospectus, and which have been reclassified to conform with the RGHL Group reporting format.

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• The column titled “Adjustments related to Graham Packaging on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Graham Packaging Acquisition” reflects certain adjustments to convert Graham Packaging’s U.S. GAAP financial information to IFRS, to align Graham Packaging’s U.S. GAAP accounting policies with the RGHL Group’s IFRS accounting policies and to reflect the impact of fair values on the periods prior to the acquisition by the RGHL Group. The basis for these adjustments is explained in the notes accompanying the unaudited pro forma combined financial information. For a discussion of certain differences between IFRS and U.S. GAAP see “Summary—Summary of Certain Differences Between IFRS and U.S. GAAP.”

• The column titled “The September 2012 Refinancing Transactions” reflects (a) the issuance of the notes, (b) the drawings under the U.S. Term Loans and European Term Loans under the Senior Secured Credit Facilities, (c) the repayment of the Dollar 2009 Notes, including the finalization of the redemption of $348 million of remaining Dollar 2009 Notes on October 29, 2012, (d) the repayment of amounts outstanding under the Second Amended and Restated Senior Secured Credit Facilities and (e) the payment of related fees and expenses. See “The Transactions—The September 2012 Refinancing Transactions.” The basis for these adjustments is explained in the notes accompanying the unaudited pro forma combined financial information.

• The column titled “The November 2012 Refinancing Transactions” reflects (a) the assumed drawdown of $600 million under the Securitization Facility, (b) the application of the assumed net proceeds from the Securitization Facility and available cash to redeem the Euro 2009 Notes and (c) the payment of fees and expenses related to the transactions. See “The Transactions — The November 2012 Refinancing Transactions.” The Securitization Facility is for an assumed drawdown of $600 million, which represents the maximum availability under the Securitization Facility. As of the date of this prospectus, the RGHL Group had drawn $500 million under this facility. The amount that can be drawn depends on the balance of eligible receivables that form the funding base. The funding base may vary, on a monthly basis, throughout the term of the Securitization Facility. Each $10 million of additional drawings under this facility will result in an additional $10 million of cash, up to the maximum amount of the facility. Each $10 million decrease in borrowings under this facility will result in a $10 million decrease in cash. The basis for these adjustments is explained in the notes accompanying the unaudited pro forma combined financial information.

The unaudited pro forma adjustments are based upon current available information and assumptions that we believe to be reasonable. The pro forma adjustments and related assumptions are described in the notes accompanying the unaudited pro forma combined financial information.

The unaudited pro forma combined financial information is for informational purposes only and is not intended to represent or to be indicative of the results of operations or financial position that the RGHL Group or the pro forma combined group would have reported had the Pro Forma Transactions been completed as of the dates set forth in this unaudited pro forma combined financial information and is not necessarily indicative of our future consolidated results of operations or financial position. Our actual results may differ significantly from those reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma combined financial information and actual amounts. As a result, the unaudited pro forma combined financial information does not purport to be indicative of what the results of operations would have been had the Pro Forma Transactions been completed on the applicable dates of the unaudited pro forma combined financial information.

With respect to the fair value and other adjustments related to the Dopaco Acquisition, the unaudited pro forma combined financial information has been prepared using the purchase method of accounting as if the Dopaco Acquisition had been completed as of January 1, 2011 for the purposes of the unaudited pro forma combined income statements and as of May 2, 2011 (the date of the Dopaco Acquisition) for purposes of the unaudited pro forma combined balance sheet. Under the purchase method of accounting, the purchase price is required to be allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of the Dopaco Acquisition, with any excess purchase price

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allocated to goodwill. As of December 31, 2011, the RGHL Group’s audited financial statements, and as of September 30, 2012, the RGHL Group’s interim unaudited condensed financial statements, include the effects of the allocation of the purchase price from the date of the Dopaco Acquisition. In accordance with IFRS, we have finalized and presented the impact of the fair values from the date of acquisition which also includes confirmation of the remaining useful lives of property, plant and equipment and intangibles.

With respect to the fair value and other adjustments related to the Graham Packaging Transaction, the unaudited pro forma combined financial information has been prepared using the purchase method of accounting as if the Graham Packaging Transaction had been completed as of January 1, 2011 for the purposes of the unaudited pro forma combined income statements and as of September 8, 2011 (the date of the Graham Packaging Acquisition) for purposes of the unaudited pro forma combined balance sheet. Under the purchase method of accounting, the purchase price is required to be allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of the Graham Packaging Acquisition, with any excess purchase price allocated to goodwill. As of December 31, 2011, the RGHL Group’s audited financial statements, and as of September 30, 2012, the RGHL Group’s interim unaudited condensed financial statements, include the effects of the allocation of the purchase price from the date of the Graham Packaging Acquisition. In accordance with IFRS, we have finalized and presented the impact of the fair values from the date of acquisition which also includes confirmation of the remaining useful lives of property, plant and equipment and intangibles.

The unaudited pro forma combined income statements (i) do not include adjustments for any prospective revenue or cost saving synergies that may be achieved, in addition to those reflected in the historical financial information, since the completion of the Dopaco Acquisition or the Graham Packaging Acquisition or as a result of any of the other acquisitions we have completed and (ii) do not include non-recurring items directly related to the Pro Forma Transactions. In addition, the unaudited pro forma combined financial information does not give effect to any of the adjustments made to derive the RGHL Combined Group Adjusted EBITDA, which are each described under “Summary—Summary Historical and Pro Forma Combined Financial Information.”

The unaudited pro forma combined financial information only shows profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions.

The unaudited pro forma combined financial information should be read in conjunction with the “Glossary of Selected Terms,” “Summary—Presentation of Financial Information,” “Risk Factors,” “The Transactions,” “Operating and Financial Review and Prospects” and the historical financial statements and the notes thereto, which are included elsewhere in this prospectus.

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Unaudited Pro Forma Combined Balance Sheet as of September 30, 2012

	Historical  RGHL Group(1)			The September 2012  Refinancing Transactions(7)			The November 2012  Refinancing Transactions(8)			Pro Forma RGHL  Combined Group(10)
	(In $ million)
Assets
Cash and cash equivalents	$	1,807		$	(361	)(a)	$	(12	)(a)	$	1,434
Trade and other receivables		1,579			—			—			1,579
Derivatives		7			—			—			7
Assets held for sale		20			—			—			20
Current tax assets		41			—			—			41
Inventories		1,736			—			—			1,736
Other assets		84			—			—			84
Total current assets		5,274			(361	)		(12	)		4,901
Non-current receivables		356			—			—			356
Investments in associates and joint ventures		133			—			—			133
Deferred tax assets		26			—			—			26
Property, plant and equipment		4,368			—			—			4,368
Investment property		32			—			—			32
Intangible assets		12,311			—			—			12,311
Derivatives		191			—			(9	)(b)		182
Other assets		184			—			—			184
Total non-current assets		17,601			—			(9	)		17,592
Total assets		22,875			(361	)		(21	)		22,493
Liabilities
Bank overdrafts		3			—			—			3
Trade and other payables		1,886			—			—			1,886
Borrowings		393			(360	)(b)		592	(c)		625
Current tax liabilities		122			—			—			122
Derivatives		5			—			—			5
Employee benefits		246			—			—			246
Provisions		92			—			—			92
Total current liabilities		2,747			(360	)		592			2,979
Non-current payables		44			—			—			44
Borrowings		17,922			—			(571	)(d)		17,351
Deferred tax liabilities		1,340			—			(3	)(e)		1,337
Employee benefits		902			—			—			902
Provisions		131			—			—			131
Total non-current liabilities		20,339			—			(574	)		19,765
Total liabilities		23,086			(360	)		18			22,744
Net assets (liabilities)	$	(211	)	$	(1	)	$	(39	)	$	(251	)
Share capital	$	1,695		$	—		$	—		$	1,695
Reserves		(1,155	)		—			—			(1,155	)
Retained earnings (accumulated losses)		(771	)		(1	)(c)		(39	)(f)		(811	)
Equity (deficit) attributable to the equity holder of the parent entity		(231	)		(1	)		(39	)		(271	)
Minority interests		20			—			—			20
Total equity (deficit)	$	(211	)	$	(1	)	$	(39	)	$	(251	)

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Unaudited Pro Forma Combined Income Statement for the Year Ended December 31, 2011

	Historical RGHL Group(1)			Adjustments for the Full Period Effect of the 2011 and February 2012 Financing Transactions(2)			Historical Dopaco as Adjusted(3)			Adjustments related to Dopaco on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Dopaco Acquisition(4)			Historical Graham Packaging as Adjusted(5)			Adjustments related to Graham Packaging  on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Graham Packaging Acquisition(6)			The September 2012 Refinancing Transactions(7)			The November 2012 Refinancing Transactions(8)			Pro Forma RGHL Combined Group(9)
	(In $ million)
Revenue	$	11,789		$	—		$	153		$	(4	)(c)	$	2,130		$	—		$	—		$	—		$	14,068
Cost of sales		(9,725	)		—			(133	)		7	(a)(c)		(1,816	)		(73	)(c)		—			—			(11,740	)
Gross profit		2,064			—			20			3			314			(73	)		—			—			2,328
Other income		87			—			—			—			—			—			—			—			87
Selling, marketing and distribution expenses		(347	)		—			(3	)		—			(74	)		—			—			—			(424	)
General and administration expenses		(628	)		—			(11	)		(3	)(a)		(101	)		65	(a)(c)(d)		—			—			(678	)
Other expenses		(268	)		—			—			6	(d)		(240	)		245	(d)		—			—			(257	)
Share of profit of associates and joint ventures, net of income tax (equity method)		17			—			—			—			—			—			—			—			17
Profit (loss) from operating activities		925			—			6			6			(101	)		237			—			—			1,073
Financial income		22			—			—			—			1			—			—			—			23
Financial expenses		(1,420	)		(233	)(a)(b)(c)		—			—			(142	)		125	(b)		79	(d)		37	(g)		(1,554	)
Net financial income/(expenses)		(1,398	)		(233	)		—			—			(141	)		125			79			37			(1,531	)
Profit/(loss) before income tax		(473	)		(233	)		6			6			(242	)		362			79			37			(458	)
Income tax benefit (expense)		56			86	(d)		(1	)		(4	)(b)		(27	)		(39	)(e)		(62	)(e)		16	(h)		25
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(417	)	$	(147	)	$	5		$	2		$	(269	)	$	323		$	17		$	53		$	(433	)

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Unaudited Pro Forma Combined Income Statement for the Nine Months Ended September 30, 2011

	Historical RGHL Group(1)			Adjustments for the Full Period Effect of the 2011 and February 2012 Financing Transactions(2)			Historical Dopaco as Adjusted(3)			Adjustments related to Dopaco on Conversion from U.S. GAAP to  IFRS, Fair Value and Other Adjustments for the Dopaco Acquisition(4)			Historical Graham Packaging as Adjusted(5)			Adjustments related to Graham Packaging on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Graham Packaging Acquisition(6)			The September 2012 Refinancing Transactions(7)			The November 2012 Refinancing Transactions(8)			Pro Forma RGHL Combined Group(9)
	(In $ million)
Revenue	$	8,279		$	—		$	153		$	(4	)(c)	$	2,130		$	—		$	—		$	—		$	10,558
Cost of sales		(6,830	)		—			(133	)		7	(a)(c)		(1,816	)		(73	)(c)		—			—			(8,845	)
Gross profit		1,449			—			20			3			314			(73	)		—			—			1,713
Other income		68			—			—			—			—			—			—			—			68
Selling, marketing and distribution expenses		(266	)		—			(3	)		—			(74	)		—			—			—			(343	)
General and administration expenses		(438	)		—			(11	)		(3	)(a)		(101	)		65	(a)(c)(d)		—			—			(488	)
Other expenses		(224	)		—			—			6	(d)		(240	)		245	(d)		—			—			(213	)
Share of profit of associates and joint ventures, net of income tax (equity method)		14			—			—			—			—			—			—			—			14
Profit (loss) from operating activities		603			—			6			6			(101	)		237			—			—			751
Financial income		32			—			—			—			1			—			—			—			33
Financial expenses		(1,086	)		(205	)(a)(b)(c)		—			—			(142	)		125	(b)		83	(d)		35	(g)		(1,190	)
Net financial income/(expenses)		(1,054	)		(205	)		—			—			(141	)		125			83			35			(1,157	)
Profit/(loss) before income tax		(451	)		(205	)		6			6			(242	)		362			83			35			(406	)
Income tax benefit (expense)		64			75	(d)		(1	)		(4	)(b)		(27	)		(39	)(e)		(53	)(e)		12	(h)		27
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(387	)	$	(130	)	$	5		$	2		$	(269	)	$	323		$	30		$	47		$	(379	)

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Unaudited Pro Forma Combined Income Statement for the Nine Months Ended September 30, 2012

	Historical RGHL Group(1)			Adjustments for the Full Period Effect of the 2011 and February 2012 Financing Transactions(2)			Historical Dopaco as Adjusted(3)		Adjustments related to Dopaco on Conversion from U.S. GAAP to  IFRS, Fair Value and Other Adjustments for the Dopaco Acquisition(4)		Historical Graham Packaging as Adjusted(5)		Adjustments related to Graham Packaging on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Graham Packaging Acquisition(6)		The September 2012 Refinancing Transactions(7)			The November 2012 Refinancing Transactions(8)			Pro Forma RGHL Combined Group(9)
	(In $ million)
Revenue	$	10,357		$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	10,357
Cost of sales		(8,429	)		—			—		—		—		—		—			—			(8,429	)
Gross profit		1,928			—			—		—		—		—		—			—			1,928
Other income		128			—			—		—		—		—		—			—			128
Selling, marketing and distribution expenses		(264	)		—			—		—		—		—		—			—			(264	)
General and administration expenses		(633	)		—			—		—		—		—		—			—			(633	)
Other expenses		(147	)		—			—		—		—		—		—			—			(147	)
Share of profit of associates and joint ventures, net of income tax (equity method)		19			—			—		—		—		—		—			—			19
Profit (loss) from operating activities		1,031			—			—		—		—		—		—			—			1,031
Financial income		60			—			—		—		—		—		37	(d)		—			97
Financial expenses		(1,304	)		(7	)(c)		—		—		—		—		250	(d)		24	(g)		(1,037	)
Net financial income/(expenses)		(1,244	)		(7	)		—		—		—		—		287			24			(940	)
Profit/(loss) before income tax		(213	)		(7	)		—		—		—		—		287			24			91
Income tax benefit (expense)		125			3	(d)		—		—		—		—		(113	)(e)		14	(h)		29
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(88	)	$	(4	)	$	—	$	—	$	—	$	—	$	174		$	38		$	120

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(1)    Historical RGHL Group

The historical financial information of the RGHL Group is derived from:

• The unaudited historical balance sheet of the RGHL Group as of September 30, 2012; and

• The audited historical income statement of the RGHL Group for the year ended December 31, 2011, and the unaudited historical income statements for the nine months ended September 30, 2011 and 2012, which are included elsewhere in this prospectus.

(2)    Adjustments for the Full Period Effect of the 2011 and February 2012 Financing Transactions

The following table summarizes the components of the net adjustment to financial expenses:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
2011 Refinancing Transactions(a)	$	127		$	127		$	—
Graham Packaging Transaction(b)		(268	)		(268	)		—
February 2012 Refinancing Transactions(c)		(92	)		(64	)		(7	)
Net adjustment to financial expenses	$	(233	)	$	(205	)	$	(7	)

(a)  2011 Refinancing Transactions

As part of the 2011 Refinancing Transactions which were completed during February 2011, the RGHL Group (a) issued the February 2011 Notes with a portion of the gross proceeds used to repay in full the Original Tranche D Term Loans, (b) entered into the Senior Secured Credit Facilities and drew the proceeds which were applied to refinance all of the remaining term loans (the Original Tranche A Term Loans, the Original U.S. Term Loans, the Original Tranche C Term Loans and the Original European Term Loans) outstanding under the Original Senior Secured Credit Facilities with the remaining proceeds available for general corporate purposes and (c) incurred certain fees and expenses.

The unaudited pro forma combined income statements include the adjustments to illustrate the 2011 Refinancing Transactions as if they had been completed as of January 1, 2011, comprising:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Interest expense on the February 2011 Senior Secured Notes(i)	$	(6	)	$	(6	)	$	—
Interest expense on the February 2011 Senior Notes(ii)		(7	)		(7	)		—
Total interest expense on the February 2011 Notes		(13	)		(13	)		—
Interest expense on the Senior Secured Credit Facilities (Dollar)(iii)		(11	)		(11	)		—
Interest expense on the Senior Secured Credit Facilities (Euro)(iii)		(2	)		(2	)		—
Total interest expense on the Senior Secured Credit Facilities		(13	)		(13	)		—
Adjustment for interest expense on the Original Senior Secured Credit Facilities repaid(iv)		29			29			—
Adjustment for unamortized debt issuance costs on the Original Senior Secured Credit Facilities repaid(iv)		124			124			—
Net adjustment to financial expenses	$	127		$	127		$	—

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(i) Reflects the incremental cash interest expense of 6.875% on the $1,000 million principal amount of the February 2011 Senior Secured Notes.

(ii) Reflects the incremental cash interest expense of 8.250% on the $1,000 million principal amount of the February 2011 Senior Notes.

(iii) Reflects the incremental cash interest expense of 4.25% and 5.00% for the Dollar and Euro tranches of the Senior Secured Credit Facilities, respectively (based on an adjusted LIBOR floor of 1.00% and a margin of 3.25%, and on an adjusted LIBOR floor of 1.50% and a margin of 3.50%, respectively).

(iv) Reflects the adjustment for interest expense and non-cash amortization expenses with respect to the debt issuance costs associated with the Original Senior Secured Credit Facilities repaid as part of the 2011 Refinancing Transactions.

(b)  Graham Packaging Transaction

As part of the Graham Packaging Transaction, the RGHL Group (i) entered into an amendment to the Senior Secured Credit Facilities under which it agreed to certain new terms including incremental interest on the term loans of the Senior Secured Credit Facilities and drew $2,000 million under the Incremental Senior Secured Credit Facilities, (ii) issued the August 2011 Notes and (iii) incurred certain fees and expenses.

The unaudited pro forma combined income statements include the net adjustment to financial expenses as if the Graham Packaging Transaction had been completed as of January 1, 2011, comprising:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Interest expense on the August 2011 Senior Secured Notes(i)	$	(72	)	$	(72)		$	—
Interest expense on the August 2011 Senior Notes(ii)		(60)			(60)			—
Amortization of the August 2011 Notes issuance costs and original issue discount(iii)		(4)			(4)			—
Total interest expense on the August 2011 Notes		(136	)		(136	)		—
Interest expense on the New Incremental Senior Secured Credit Facilities(iv)		(90)			(90)			—
Incremental interest expense on the Senior Secured Credit Facilities(v)		(34)			(34)			—
Interest expense on the new related party loan with Reynolds Treasury (NZ) Limited(vi)		(1)			(1)			—
Amortization of the New Incremental Senior Secured Credit Facilities debt issuance costs(vii)		(7)			(7)			—
Net adjustment to financial expenses	$	(268	)	$	(268	)	$	—

(i) Reflects the incremental cash interest expense of 7.875% on the $1,500 million principal amount of the August 2011 Senior Secured Notes.

(ii) Reflects the incremental cash interest expense of 9.875% on the $1,000 million principal amount of the August 2011 Senior Notes.

(iii) Reflects non-cash amortization expense on $62 million of aggregate debt issuance costs and original issue discount of $18 million associated with the August 2011 Notes. This non-cash expense has been calculated using the effective interest rate method.

(iv) The interest rates used for pro forma purposes are based on the rates in effect upon the closing of the Graham Packaging Acquisition. The interest rate on the term loans under the New Incremental Senior Secured Credit Facilities was 6.50% on the closing date of the Graham Packaging Acquisition (based on an

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adjusted LIBOR ($ tranche) floor of 1.25% and a margin of 5.25%). Refer to items (7) and (8) below for discussions of interest rate sensitivities.

(v) Reflects the incremental interest of 6.50% on the Dollar Tranche of the Senior Secured Credit Facilities (based on an adjusted LIBOR floor of 1.25% and a margin of 5.25%) and the incremental interest of 6.75% on the Euro Tranche of the Senior Secured Credit Facilities (based on an adjusted EURIBOR floor of 1.50% and a margin of 5.25%), both as of the closing date of the Graham Packaging Acquisition.

(vi) Reflects an interest rate of 6.875% on the principal amount of the related party loan with Reynolds Treasury (NZ) Limited of $25 million.

(vii) Reflects non-cash amortization expense with respect to an aggregate $71 million of debt issuance costs associated with the term loans under the New Incremental Senior Secured Credit Facilities. This non-cash expense has been calculated using the effective interest rate method.

(c)  February 2012 Refinancing Transactions

As part of the February 2012 Refinancing Transactions, the RGHL Group issued the February 2012 Senior Notes with a portion of the gross proceeds used (i) to redeem and discharge the remaining balance of the Graham Packaging 2017 Notes, the Graham Packaging 2018 Notes and the Graham Packaging Senior Subordinated Notes, (ii) to redeem and discharge the Pactiv 2012 Notes and (iii) to pay certain fees and expenses. The remaining proceeds were used for general corporate purposes.

(a) Represents the net adjustment to net financial expenses as if the February 2012 Refinancing Transactions had been completed as of January 1, 2011, comprising:

	For the Year Ended December 31, 2011			For the Nine Months  Ended September 30,
				2011			2012
	(In $ million)
Interest expense on the February 2012 Senior Notes(i)	$	(124	)	$	(93	)	$	(15	)
Amortization of the debt issuance costs related to the February 2012 Senior Notes(ii)		(3	)		(2	)		—
Net adjustment to financial expenses from the issuance of the February 2012 Senior Notes		(127	)		(95	)		(15	)
Adjustment for interest expense on the remaining balance of the Graham Packaging 2017 Notes(iii)		4			2			—
Adjustment for interest expense on the remaining balance of the Graham Packaging 2018 Notes(iii)		4			3			—
Adjustment for interest expense on the Graham Packaging Senior Subordinated Notes(iii)		28			19			7
Adjustment for interest expense on the Pactiv 2012 Notes(iii)		15			11			3
Adjustment for the amortization of the debt issuance costs, original issue discounts, fair value adjustments and embedded derivatives on the remaining balance of the Graham Packaging 2017 Notes, the Graham Packaging 2018 Notes, the Graham Packaging Senior Subordinated Notes and the Pactiv 2012 Notes(iii)		(16	)		(4	)		(2	)
Net adjustment to financial expenses	$	(92	)	$	(64	)	$	(7	)

(i) Reflects the incremental cash interest expense of 9.875% on the principal amount of the February 2012 Senior Notes of $1,250 million.

(ii) Reflects non-cash amortization expense of debt issuance costs of $34 million on the February 2012 Senior Notes. This non-cash expense has been calculated using the effective interest rate method.

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(iii) Reflects the adjustment to interest expense and non-cash amortization expense, with respect to the debt issuance costs, original issue discount/premium, fair value adjustments and embedded derivatives, associated with the remaining balances of the Graham Packaging Notes and the Pactiv 2012 Notes.

(d)  Income Tax Benefit (Expense)

Represents the net adjustment to income tax benefit (expense) as if the financing components of the Graham Packaging Transaction, the 2011 Refinancing Transactions and the February 2012 Refinancing Transactions had been completed as of January 1, 2011. The tax expense has been calculated using respective local statutory tax rates which range from 28% to 37%. A portion of the tax adjustment arising from the net adjustment to financial expenses has not been recognized as this potential tax benefit would be generated by entities that are unable to satisfy the criteria required for the recognition of a tax loss asset.

(3)    Historical Dopaco as Adjusted

The historical financial information of Dopaco is derived from the audited historical combined financial statements of Dopaco as of May 1, 2011 and for the 126-day period ended May 1, 2011, which are included elsewhere in this prospectus.

The historical financial information extracted from the combined financial statements of Dopaco is prepared in accordance with U.S. GAAP. For the purpose of presenting the historical information of Dopaco in a reporting format that is consistent with that of the RGHL Group, certain components of Dopaco’s combined statement of earnings have been reclassified.

The following reclassification has been made in the combined statement of earnings for the 126-day period ended May 1, 2011:

• “Selling and administrative expenses” of $14 million as reported by Dopaco on the face of the income statement have been reclassified to “Selling, marketing and distribution expenses” ($3 million) and “General and administration expenses” ($11 million) based on the nature of the expenses.

(4)    Adjustments related to Dopaco on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Dopaco Acquisition

Adjustments to Historical Dopaco Balances and Results on Conversion from U.S. GAAP to IFRS

The historical financial information extracted from the audited combined statement of earnings for the 126-day period ended May 1, 2011 is prepared in accordance with U.S. GAAP. Based on our analysis, we have not identified any material differences between U.S. GAAP and IFRS for Dopaco’s financial information for the period presented.

See “Summary—Summary of Certain Differences Between IFRS and U.S. GAAP.”

Fair Value Adjustments for the Dopaco Acquisition

The Dopaco Acquisition was an acquisition of a business from third parties. Accordingly, IFRS requires that the RGHL Group recognize the identifiable assets acquired and liabilities assumed as part of the Dopaco Acquisition at their fair values. Goodwill is then recognized for the excess of the consideration paid over the net of the identifiable assets acquired and liabilities assumed measured at their fair values.

The Dopaco Acquisition closed on May 2, 2011. The RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 and interim unaudited condensed financial statements as of and for the nine month periods ended September 30, 2011 and 2012, each of which are included elsewhere in this prospectus, include the effects of the final allocation of the purchase price as of the date of the acquisition.

The following adjustments reflect the impact on the historical Dopaco results from the fair value adjustments arising as a result of the acquisition of Dopaco by the RGHL Group:

(a) Reflects the income statement impact of the fair value adjustment to property, plant and equipment and finite life intangible assets as part of the acquisition of Dopaco by the RGHL Group.

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To recognize the impact of the Dopaco Acquisition as if it had been completed as of January 1, 2011, depreciation expense would decrease and amortization expense would increase in the pro forma combined income statements for the year ended December 31, 2011 and for the nine month period ended September 30, 2011, as follows:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Amortization of identifiable intangible assets	$	(3	)	$	(3	)	$	—
Depreciation of property, plant and equipment		3			3			—
Total	$	—		$	—		$	—
Recognized in:
Cost of sales	$	3		$	3		$	—
General and administration expenses		(3	)		(3	)		—
Total	$	—		$	—		$	—

Due to the final assessment of the acquired property, plant and equipment, the average estimated useful life of depreciable property, plant and equipment has increased from a historical value of 6 years to 11 years. The reduction in the fair value of the assets acquired (when compared to the predecessor historical gross book values) coupled with the increase in the estimated useful lives of the assets acquired has resulted in pro forma depreciation being less than the amount recorded in the historical Dopaco financial statements.

In addition, pro forma amortization expense has increased compared to the amount that was recorded in Dopaco’s historical financial statements as a result of the final fair value assessment of the acquired identifiable amortizable intangible assets combined with the weighted average useful life of 11 years.

(b) Reflects the tax effect of the above fair value adjustments determined using a statutory tax rate of 34%.

Other Adjustments for the Dopaco Acquisition

The following other adjustments reflect (i) the impact on the historical Dopaco income statements for the year ended December 31, 2011 and for the nine month period ended September 30, 2011, resulting from the elimination of the historical intercompany sales and cost of sales between the RGHL Group and Dopaco and (ii) the elimination of certain non-recurring charges directly related to the Dopaco Acquisition that were recorded in the historical RGHL Group income statements for the year ended December 31, 2011 and for the nine month period ended September 30, 2011.

(c) Represents the elimination of historical intercompany sales and cost of sales between the RGHL Group and Dopaco, as follows:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Revenue	$	(4	)	$	(4	)	$	—
Cost of sales		4			4			—
Gross profit	$	—		$	—		$	—

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(d) Elimination of non-recurring charges directly related to the Dopaco Acquisition

	For the Year Ended December 31, 2011		For the Nine Months Ended September 30,
			2011		2012
	(In $ million)
Other expenses(i)	$	6	$	6	$	—

(i) Reflects the elimination of incremental acquisition-related costs incurred by the RGHL Group consisting primarily of legal and other professional advisor fees that were directly attributable to the Dopaco Acquisition and non-recurring in nature.

(5)    Historical Graham Packaging as Adjusted

The historical financial information of Graham Packaging is derived from the unaudited accounting records for the period from January 1, 2011 to September 7, 2011, which incorporates the unaudited condensed consolidated statements of operations for the six month period ended June 30, 2011 (the composition of which is shown below), which is included elsewhere in this prospectus.

	Historical Graham Packaging Income Statements as Adjusted
	For the period from January 1, 2011 to June 30, 2011			For the period from July 1, 2011 to September 7, 2011			For the period from January 1, 2011 to September 7, 2011
	(In $ million)
Revenue	$	1,578		$	552		$	2,130
Cost of sales		(1,338	)		(478	)		(1,816	)
Gross profit		240			74			314
Other income		—			—			—
Selling, marketing and distribution expenses		(48	)		(26	)		(74	)
General and administration expenses		(66	)		(35	)		(101	)
Other expenses		(16	)		(224	)		(240	)
Share of profit of associates and joint ventures, net of income tax (equity method)		—			—			—
Profit (loss) from operating activities		110			(211	)		(101	)
Financial income		1			—			1
Financial expenses		(106	)		(36	)		(142	)
Net financial expenses		(105	)		(36	)		(141	)
Profit (loss) before income tax		5			(247	)		(242	)
Income tax benefit (expense)		(24	)		(3	)		(27	)
Profit (loss) from continuing operations before non-recurring charges directly attributable to the Pro Forma Transactions	$	(19	)	$	(250	)	$	(269	)

The historical consolidated financial information of Graham Packaging is prepared in accordance with U.S. GAAP. For the purpose of presenting the historical information in a reporting format that is consistent with that of the RGHL Group, certain components of Graham Packaging’s income statements have been reclassified.

The following reclassifications have been made in the consolidated statement of operations for the period from January 1, 2011 to June 30, 2011:

• “Asset impairment charges” of $3 million has been reclassified to “Other expenses”;

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• “Interest expense” of $106 million has been reclassified to “Financial expenses”;

• “Increase in income tax receivable obligations” of $13 million has been reclassified to “Other expenses”; and

• “Selling, general and administrative expenses” of $114 million have been reclassified to “Selling, marketing and distribution expenses” ($48 million) and “General and administration expenses” ($66 million) based on the nature of the expenses.

The following reclassifications have been made in the consolidated statement of operations for the period from July 1, 2011 to September 7, 2011:

• “Other income (expense) net” of ($1 million) as reported by Graham Packaging on the face of the income statement has been reclassified to “Other expenses”;

• “Asset impairment charges” of $1 million has been reclassified to “Other expenses”;

• “Interest expense” of $36 million has been reclassified to “Financial expenses”;

• “Increase in income tax receivable obligations” of $221 million has been reclassified to “Other expenses”; and

• “Selling, general and administrative expenses” of $61 million have been reclassified to “Selling, marketing and distribution expenses” ($26 million) and “General and administration expenses” ($35 million) based on the nature of the expenses.

(6)    Adjustments related to Graham Packaging on Conversion from U.S. GAAP to IFRS, Fair Value and Other Adjustments for the Graham Packaging Acquisition

Adjustments to Historical Graham Packaging Balances and Results on Conversion from U.S. GAAP to IFRS

The historical financial information of Graham Packaging was prepared in accordance with U.S. GAAP. For the purpose of presenting the unaudited pro forma combined financial information for the year ended December 31, 2011, and for the nine month period ended September 30, 2011, the reclassified income statement information for the period from January 1, 2011 to September 7, 2011 has been converted to IFRS by applying the accounting policies of the RGHL Group as of January 1, 2011. In converting this data, management has made adjustments to amounts previously reported in Graham Packaging’s financial statements under U.S. GAAP. See “Summary—Summary of Certain Differences Between IFRS and U.S. GAAP.” An explanation of how the conversion of Graham Packaging from U.S. GAAP to IFRS has affected pro forma profit from continuing operations is set out below:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Income (loss) from continuing operations for the period January 1, 2011 to September 7, 2011, as reported under U.S. GAAP	$	(269	)	$	(269	)	$	—
Adjustments for the conversion from U.S. GAAP to IFRS
Employee benefits(a)		1			1			—
Income tax expense(e)		—			—			—
Change in results		1			1			—
Profit (loss) after income taxes under IFRS	$	(268	)	$	(268	)	$	—

(a) Graham Packaging has certain defined benefit pension plans that require actuarial valuations to determine pension income (expense) and the plan’s net asset or liability position.

Under U.S. GAAP, Graham Packaging’s net pension income (expense) included the amortization of unrecognized actuarial gains and losses. On transition to IFRS, all unrecognized actuarial gains and losses may

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be recognized directly in retained earnings. Accordingly, the IFRS periodic pension expense has no amortization component.

The net adjustment of $1 million to pension income (expense) arises from the reversal of amortized prior service costs and net loss and is recognized as a decrease to general and administrative expenses in the pro forma income statements.

There is no impact on net assets arising from this adjustment.

Fair Value and Other Adjustments for the Graham Packaging Acquisition

The Graham Packaging Acquisition was an acquisition of a business from third parties. Accordingly, IFRS requires that the RGHL Group recognize the identifiable assets acquired and liabilities assumed as part of the Graham Packaging Acquisition at their fair values. Goodwill is then recognized as the excess of the consideration paid over the net of the identifiable assets acquired and liabilities assumed measured at their fair values.

The Graham Packaging Acquisition closed on September 8, 2011. The RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 and interim unaudited condensed financial statements as of and for the nine month periods ended September 30, 2012 and 2011, which are included elsewhere in this prospectus, include the final effects of the allocation of the purchase price as of the date of the acquisition.

The following adjustments reflect the impact on the historical Graham Packaging results from the fair value adjustments arising from the Graham Packaging Acquisition and from the Graham Packaging Change of Control Offer:

(b) Represents the adjustment to net financial expenses resulting from the repayment of certain historical indebtedness of Graham Packaging in connection with the Graham Packaging Transaction:

	For the Year Ended December 31, 2011		For the Nine  Months Ended September 30,
			2011		2012
	(In $ million)
Elimination of historical interest, amortization of debt issuance costs and original issue discount on Graham Packaging’s senior secured credit facilities, a portion of the Graham Packaging 2017 Notes, a portion of the Graham Packaging 2018 Notes and a portion of the Graham Packaging Senior Subordinated Notes(i)	$	124	$	124	$	—
Amortization of fair value adjustment to existing Graham Packaging borrowings(ii)		1		1		—
Net adjustment to financial expenses	$	125	$	125	$	—

(i) Represents the elimination of historical interest on Graham Packaging’s former senior secured credit facilities for the period from January 1, 2011 to September 7, 2011 of $92 million, the Graham Packaging 2017 Notes of $13 million, the Graham Packaging 2018 Notes of $13 million, and the Graham Packaging Senior Subordinated Notes of $1 million, and amortization of the associated debt issuance costs and original issue discount of $5 million.

(ii) Represents the accretion to the non-cash interest expense on the amortization of the fair value adjustment to the Graham Packaging borrowings that remained outstanding following the Graham Packaging Transaction.

(c) Reflects the income statement impact of the fair value adjustment to property, plant and equipment and finite life intangible assets as part of the acquisition of Graham Packaging by the RGHL Group.

Graham Packaging’s historical depreciation and amortization expense has been adjusted in the pro forma income statements based on fair values of $1,402 million associated with property, plant and equipment, of which $1,266 million are depreciable over their estimated useful lives, and of $2,375 million associated with identifiable intangible assets, of which $2,125 million are amortizable over their respective estimated useful

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lives. To recognize the transaction as if it had been completed as of January 1, 2011, depreciation and amortization expense would increase in the pro forma combined income statements for the year ended December 31, 2011 and for the nine month period ended September 30, 2011, as follows:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Amortization of identifiable intangible assets	$	(58	)	$	(58	)	$	—
Depreciation of property, plant and equipment		(52	)		(52	)		—
Total	$	(110	)	$	(110	)	$	—
Recognized in:
Cost of sales	$	(73	)	$	(73	)	$	—
General and administration expenses		(37	)		(37	)		—
Total	$	(110	)	$	(110	)	$	—

Other Adjustments for the Graham Packaging Acquisition

(d) The following other adjustments reflect the elimination of certain non-recurring charges directly related to the Graham Packaging Acquisition that were recorded in the historical RGHL Group or Graham Packaging income statements for the year ended December 31, 2011 and for the nine month period ended September 30, 2011.

	For the Year Ended December 31, 2011		For the Nine Months Ended September 30,
			2011		2012
	(In $ million)
General and administration expenses(i)	$	101	$	101	$	—
Other expenses(ii)	$	245	$	245	$	—

(i) Reflects the elimination of incremental acquisition-related costs incurred by the RGHL Group or Graham Packaging. The adjustment for the year ended December 31, 2011 and for the nine months ended September 30, 2011 comprises (a) $89 million of incremental direct costs incurred by Graham Packaging, including the non-recurring charge of $40 million paid by Graham Packaging to terminate its merger with Silgan Holdings Inc. in order to be acquired by the RGHL Group, and legal and other professional advisor fees of $26 million that were directly attributable to the Graham Packaging Acquisition and (b) change of control payments of $12 million recognized by the RGHL Group in relation to non-recurring amounts payable to certain members of Graham Packaging management.

(ii) Reflects the elimination of incremental acquisition-related costs incurred by the RGHL Group or Graham Packaging. The adjustments for the year ended December 31, 2011 and for the nine months ended September 30, 2011 comprises (a) a one-time payment of $221 million accrued for and paid by Graham Packaging as a pre-acquisition liability to certain shareholders subject to an income tax receivable agreement (“ITR”) that required payment as a result of the acquisition and (b) legal and other professional advisor fees of $24 million incurred by the RGHL Group that were directly attributable to the Graham Packaging Acquisition and non-recurring in nature.

(e) The adjustments to income tax expense in the pro forma income statements reflect the tax effect of the above U.S. GAAP to IFRS adjustments, the fair value adjustments and the other adjustments for the Graham Acquisition. These tax adjustments have been calculated using a statutory tax rate of 36%.

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(7)    The September 2012 Refinancing Transactions

(a) Represents the net adjustment to cash calculated as follows:

	(In $ million)
Redemption of the remaining Dollar 2009 Notes(i)	$	(348	)
Payment of premium associated with the redemption of the remaining Dollar 2009 Notes(ii)		(13	)
Net adjustment to cash	$	(361	)

(i) Represents the use of $348 million of available cash to redeem the remaining Dollar 2009 Notes.

(ii) Represents the payment of a $13 million premium associated with the redemption of the remaining Dollar 2009 Notes.

(b) Represents the net decrease in current interest-bearing borrowings, calculated as follows:

	(In $ million)
Redemption of the remaining Dollar 2009 Notes(i)	$	(348	)
Write-off of deferred debt issuance costs, embedded derivatives and redemption premium(ii)		(12	)
Net adjustment to current interest bearing borrowings	$	(360	)

(i) Represents the redemption of the remaining Dollar 2009 Notes.

(ii) Represents the write-off of unamortized deferred debt issuance costs and embedded derivatives, and extinguishment of the redemption premium in connection with the redemption of the remaining Dollar 2009 Notes.

(c) Represents the adjustment to retained earnings, comprised of the write-off of $2 million of unamortized deferred debt issuance costs, offset by the release of $1 million of unamortized embedded derivative, in connection with the redemption of the remaining Dollar 2009 Notes.

(d) Represents the net adjustment to net financial expenses as if the September 2012 Refinancing Transactions had been completed as of January 1, 2011, comprising:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Interest expense on the notes(i)	$	(187	)	$	(140	)	$	(140	)
Amortization of the debt issuance costs related to the notes(ii)		(5	)		(5	)		(5	)
Net adjustment to financial expenses from the notes		(192	)		(145	)		(145	)
Interest expense on the Senior Secured Credit Facilities(iii)		(126	)		(95	)		(95	)
Amortization of the debt issuance costs related to the Senior Secured Credit Facilities(iv)		(1	)		(1	)		(1	)
Net adjustment to financial expenses from the Senior Secured Credit Facilities		(127	)		(96	)		(96	)

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	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011		2012
	(In $ million)
Adjustment for interest expense on the repaid Senior Secured Credit Facilities(v)		305			227		225
Adjustment for amortization of the debt issuance costs on the repaid Senior Secured Credit Facilities(vi)		12			9		9
Adjustment for the loss on the repayment of the Senior Secured Credit Facilities(vii)		—			—		90
Net adjustment to financial expenses on the repaid Senior Secured Credit Facilities		317			236		324
Adjustment for interest expense on the Dollar 2009 Notes(viii)		93			70		66
Adjustment for amortization of the debt issuance costs, original issue discount and embedded derivatives and changes in the fair value of the embedded derivative associated with the Dollar 2009 Notes(ix)		(12	)		18		44
Adjustment for the loss on the repayment of the Dollar 2009 Notes(x)		—			—		94
Net adjustment to financial expenses for the repayment of the Dollar 2009 Notes		81			88		204
Net adjustment to financial expenses	$	79		$	83	$	287

The net adjustment to net financial expenses comprises:

	For the Year Ended December 31, 2011		For the Nine Months Ended September 30,
			2011		2012
	(In $ million)
Adjustment to financial income	$	—	$	—	$	37
Adjustment to financial expenses		79		83		250
Total	$	79	$	83	$	287

(i) Reflects an interest rate of 5.750% on the principal amount of the notes of $3,250 million.

(ii) Reflects non-cash amortization expense on an estimated $51 million of debt issuance costs on the notes. This non-cash expense has been calculated using the effective interest rate method.

(iii) The interest rates used for pro forma purposes are based on the rates in effect upon the closing of the September 2012 Refinancing Transactions. The interest rate on the U.S. Term Loans under the Senior Secured Credit Facilities following the September 2012 Refinancing Transactions was 4.750% (based on a LIBOR floor of 1.000% and a margin of 3.750%). Each 0.125% increase in the assumed interest rate used in the pro forma income statements would increase interest expense on the U.S. Term Loans under the Senior Secured Credit Facilities by $3 million in the year ended December 31, 2011 and $1 million in each of the nine month periods ended September 30, 2011 and 2012. The interest rate on the European Term Loans under the Senior Secured Credit Facilities following the September 2012 Refinancing Transactions was 5.000% (based on a LIBOR floor of 1.000% and a margin of 4.000%). Each 0.125% increase in the assumed interest rate used in the pro forma income statements would increase the interest expense on the European Term Loans under the Senior Secured Credit Facilities by less than $1 million in the year ended December 31, 2011 and in each of the nine month periods ended September 30, 2011 and 2012. A decrease in the assumed interest rates would not change interest expense.

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(iv) Reflects non-cash amortization expense on an estimated $13 million of debt issuance costs on the Senior Secured Credit Facilities. This non-cash expense has been calculated using the effective interest rate method.

(v) Reflects the adjustment for interest expense associated with the Senior Secured Credit Facilities repaid.

(vi) Reflects the adjustment for non-cash amortization expense with respect to the debt issuance costs associated with the Senior Secured Credit Facilities repaid.

(vii) Represents the adjustment for the loss on the repayment of the Senior Secured Credit Facilities comprised of early repayment penalties of $15 million and the write-off of unamortized deferred debt issuance costs of $75 million.

(viii) Represents the adjustment for interest expense associated with the repayment of the Dollar 2009 Notes.

(ix) Represents the adjustment for the amortization of deferred debt issuance costs, original issue discounts and embedded derivatives in connection with the repayment of the Dollar 2009 Notes and the adjustment for income/expense related to changes in the fair value of embedded derivatives on the Dollar 2009 Notes.

(x) Represents the adjustment for the loss on extinguishment of the Dollar 2009 Notes, comprised of redemption premiums of $48 million, the write-off of unamortized deferred debt issuance costs of $43 million and original issue discount of $10 million offset by the write-off of an embedded derivative of $7 million.

(e) Represents the net adjustment to income tax (expense) benefit as if the September 2012 Refinancing Transactions had been completed as of January 1, 2011. The tax benefit has been calculated using local statutory tax rates which range from 28% to 37%. A portion of the tax adjustment arising from the September 2012 Refinancing Transactions has not been recognized as this potential benefit would be generated by entities that are unable to satisfy the criteria required for the recognition of a tax loss asset.

(8)    The November 2012 Refinancing Transactions

(a) Represents the net adjustment to cash calculated as follows:

	(In $ million)
Assumed proceeds from the Securitization Facility(i)	$	600
Redemption of the Euro 2009 Notes(ii)		(582	)
Payment of the estimated fees, expenses and premiums(iii)		(30	)
Net adjustment to cash	$	(12	)

(i) Represents the assumed gross proceeds from the Securitization Facility in aggregate principal amount of $600 million representing the maximum availability under the Securitization Facility. The amount that can be borrowed is calculated by reference to a funding base which may vary on a monthly basis. Due to the funding base variability, the unaudited pro forma combined financial information was prepared as if the full $600 million available under the Securitization Facility had been drawn. As of the date of this prospectus, the RGHL Group had drawn $500 million.

(ii) Represents the redemption of the Euro 2009 Notes.

(iii) Represents the payment of an estimated $8 million of fees and expenses associated with establishing the Securitization Facility and $22 million of premiums and penalties associated with the redemption of the Euro 2009 Notes.

(b) Represents the portion of the embedded derivative asset extinguished in connection with the redemption of the Euro 2009 Notes.

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(c) Represents the net increase in current interest bearing borrowings, calculated as follows:

	(In $ million)
Assumed proceeds from the Securitization Facility(i)	$	600
Estimated fees and expenses from the Securitization Facility(ii)		(8	)
Net adjustment to current interest bearing borrowings	$	592

(i) Represents the assumed gross proceeds from the Securitization Facility in aggregate principal amount of $600 million representing the maximum availability under the Securitization Facility.

(ii) Represents the payment of an estimated $8 million of fees and expenses associated with establishing the Securitization Facility.

(d) Represents the net decrease in non-current interest bearing borrowings, calculated as follows:

	(In $ million)
Redemption of the Euro 2009 Notes(i)	$	(582	)
Write-off of unamortized deferred debt issuance costs, original issue discount and embedded derivative(ii)		11
Net adjustment to non-current interest bearing borrowings	$	(571	)

(i) Represents the adjustment for the redemption of the Euro 2009 Notes.

(ii) Represents the write-off of unamortized deferred debt issuance costs, original issue discount and embedded derivative in connection with the redemption of the Euro 2009 Notes.

(e) Represents the revised assessment of deferred tax asset recoverability as a result of the November 2012 Refinancing Transactions.

(f) Represents the adjustments to retained earnings, calculated as follows:

	(In $ million)
Write-off of unamortized deferred debt issuance costs, original issue discount and embedded derivative in connection with the redemption of the Euro 2009 Notes(i)	$	(11	)
Extinguishment of embedded derivative asset in connection with the redemption of the Euro 2009 Notes(ii)		(9	)
Premiums and penalties in connection with the redemption of the Euro 2009 Notes(iii)		(22	)
Adjustment to deferred taxes (iv)		3
Net adjustment to retained earnings	$	(39	)

(i) Represents the adjustment to write-off $7 million of unamortized deferred debt issuance costs and $5 million of original issue discount, offset by $1 million of embedded derivative in connection with the redemption of the Euro 2009 Notes.

(ii) Represents the adjustment for extinguishment of the embedded derivative asset in connection with the redemption of the Euro 2009 Notes.

(iii) Represents the adjustment for premiums and penalties in connection with the redemption of the Euro 2009 Notes.

(iv) Represents the adjustment for the revised assessment of deferred tax asset recoverability as a result of the November 2012 Refinancing Transactions.

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(g) Represents the net adjustment to net financial expenses as if the November 2012 Refinancing Transactions had been completed as of January 1, 2011, comprising:

	For the Year Ended December 31, 2011			For the Nine Months Ended September 30,
				2011			2012
	(In $ million)
Interest expense on the Securitization Facility(i)	$	(13	)	$	(10	)	$	(10	)
Amortization of the debt issuance costs related to the Securitization Facility(ii)		(2	)		(1	)		(1	)
Net adjustment to financial expenses from the Securitization Facility		(15	)		(11	)		(11	)
Adjustment for interest expense on the Euro 2009 Notes(iii)		54			41			33
Adjustment for amortization of the debt issuance costs and original issue discount and changes in the fair value of embedded derivative on the Euro 2009 Notes(iv)		(2	)		5			2
Net adjustment to financial expenses for redemption of the Euro 2009 Notes		52			46			35
Net adjustment to financial expenses	$	37		$	35		$	24

(i) Reflects an interest rate of 2.160% on the assumed principal amount of the Securitization Facility of $600 million. The interest rate used for pro forma purposes reflects the interest rate on the Securitization Facility at the time of the drawdown, which was 2.160%. Each 0.125% increase in the assumed interest rate used in the pro forma income statements would increase interest expense under the Securitization Facility by $1 million in the year ended December 31, 2011 and in each of the nine month periods ended September 30, 2011 and 2012. Each 0.125% decrease in the assumed interest rate used in the pro forma income statements would decrease interest expense under the Securitization Facility by $1 million in the year ended December 31, 2011 and in each of the nine month periods ended September 30, 2011 and 2012.

(ii) Reflects non-cash amortization expense on an estimated $8 million of debt issuance costs on the Securitization Facility. This non-cash expense has been calculated using the effective interest rate method.

(iii) Represents the adjustment for interest expense associated with the redemption of the Euro 2009 Notes.

(iv) Represents the adjustment for the amortization of deferred debt issuance costs and original issue discounts and changes in the fair value of the embedded derivatives in connection with the redemption of the Euro 2009 Notes.

(h) Represents the net adjustment to income tax (expense) benefit as if the November 2012 Refinancing Transactions had been completed as of January 1, 2011. The tax benefit has been calculated using local statutory tax rates which range from 28% to 37%. A portion of the tax adjustment arising from the November 2012 Refinancing Transactions has not been recognized as this potential benefit would be generated by entities that are unable to satisfy the criteria required for the recognition of a tax loss asset.

(9)    Pro Forma RGHL Combined Group Depreciation and Amortization

The pro forma income statements include both cost of sales and general and administration expenses, and included in each of these line items are depreciation and amortization expense. The following table presents the

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calculation of the pro forma depreciation and amortization expense derived from the applicable accounting records for the respective time periods:

	For the Year Ended December 31, 2011		For the Nine Months Ended September 30,
			2011		2012
	(In $ million)
RGHL Group	$	972	$	654	$	856
Dopaco		8		8		—
Graham Packaging		253		253		—
Total for the period	$	1,233	$	915	$	856

(10)    Pro Forma RGHL Combined Group Borrowings

The following table identifies as of September 30, 2012, the components of our current and non-current borrowings, net of the respective unamortized debt issuance costs, and original issue discounts and embedded derivatives:

	(In $ million)
Notes(i)	$	3,221
February 2012 Senior Notes(ii)		9
August 2011 Senior Secured Notes(iii)		1,470
August 2011 Senior Notes(iv)		2,188
February 2011 Senior Secured Notes(v)		997
February 2011 Senior Notes(vi)		995
October 2010 Senior Secured Notes(vii)		1,475
October 2010 Senior Notes(viii)		1,469
May 2010 Notes(ix)		983
Securitization Facility(x)		592
Senior Secured Credit Facilities(xi)		2,610
2007 Senior Notes(xii)		609
2007 Senior Subordinated Notes(xiii)		531
Existing Pactiv Indebtedness(xiv)		795
Other borrowings		32
Total borrowings	$	17,976
Fixed rate borrowings	$	14,765
Variable rate borrowings		3,211
Total borrowings	$	17,976
Current borrowings	$	625
Non-current borrowings		17,351
Total borrowings	$	17,976

(i) Reflects the proceeds from the aggregate principal amount of $3,250 million of the notes, net of $51 million of estimated debt issuance costs, plus $22 million of embedded derivatives. A portion of the notes were

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allocated to the Lux Issuer with some of the cash proceeds used to repay the Dollar 2009 Notes held by the Lux Issuer. The net monetary liability exposed to changes in foreign exchange rates will remain the same on the notes as the net monetary liability that was attributable to the Dollar 2009 Notes that were repaid. Accordingly, the historical financial statements of the RGHL Group for all periods presented herein reflect the foreign currency gains and losses on the net monetary liability that exist after completion of the offering of the notes. Consequently, a portion of the proceeds of the notes are exposed to changes in foreign exchange rates. A 5% strengthening of the euro against the dollar at December 31, 2011, September 30, 2011 and September 30, 2012 would have decreased financial expenses by $19 million, $18 million and $18 million, respectively, whereas a 5% weakening of the euro against the dollar would have increased financial expenses by $21 million, $21 million and $19 million, respectively.

(ii) Reflects the remaining aggregate principal amount of $9 million of February 2012 Senior Notes after $1,241 million aggregate principal amount was exchanged for registered August 2011 Senior Notes on August 10, 2012.

(iii) Reflects the proceeds from the aggregate principal amount of $1,500 million of August 2011 Senior Secured Notes, net of $10 million of original issue discount, $31 million of unamortized debt issuance costs, plus $11 million of embedded derivatives.

(iv) Reflects the proceeds from the aggregate principal amount of $2,241 million of August 2011 Senior Notes, net of $6 million of original issue discount, $58 million of unamortized debt issuance costs, plus $11 million of embedded derivatives.

(v) Reflects the proceeds from the aggregate principal amount of $1,000 million of February 2011 Senior Secured Notes, net of $14 million of unamortized debt issuance costs, plus $11 million of embedded derivatives.

(vi) Reflects the proceeds from the aggregate principal amount of $1,000 million of February 2011 Senior Notes, net of $15 million of unamortized debt issuance costs, plus $10 million of embedded derivatives.

(vii) Reflects the proceeds from the aggregate principal amount of $1,500 million of October 2010 Senior Secured Notes, net of $33 million of unamortized debt issuance costs, plus $8 million of embedded derivatives.

(viii) Reflects the proceeds from the aggregate principal amount of $1,500 million of October 2010 Senior Notes, net of $39 million of unamortized debt issuance costs, plus $8 million of embedded derivatives. As a portion of the October 2010 Senior Notes were issued by the Lux Issuer, which uses the euro as its functional currency, a portion of the proceeds of these notes are exposed to changes in foreign exchange rates. A 5% strengthening of the euro against the dollar at December, 31, 2011, September 30, 2011 and September 30, 2012 would have decreased financial expenses by $38 million, $37 million and $34 million, respectively, whereas a 5% weakening of the euro against the dollar would have increased financial expenses by $41 million, $39 million and $38 million, respectively. On translation of the euro functional currency results of the Lux Issuer to the RGHL Group’s reporting currency, these changes would have an equal but offsetting effect on the foreign currency translation reserve, which is a component of equity.

(ix) Reflects the proceeds from the aggregate principal amount of $1,000 million of May 2010 Notes, net of $25 million of unamortized debt issuance costs, plus $8 million of embedded derivatives. As a portion of the May 2010 Notes were issued by the Lux Issuer, which uses the euro as its functional currency, a portion of the proceeds of these notes are exposed to changes in foreign exchange rates. A 5% strengthening of the euro against the dollar at December 31, 2011, September 30, 2011 and September 30, 2012 would have decreased financial expenses by $25 million, $24 million and $23 million, respectively, whereas a 5% weakening of the euro against the dollar would have an increased financial expenses by $27 million, $27 million and $25 million, respectively. On translation of the euro functional currency results of the Lux Issuer to the RGHL Group’s reporting currency, these changes would have an equal but offsetting effect on the foreign currency translation reserve, which is a component of equity.

(x) Reflects the assumed proceeds of $600 million from the Securitization Facility, net of $8 million of deferred debt issuance costs.

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(xi) Reflects the balances outstanding under the Senior Secured Credit Facilities after the September 2012 Refinancing Transactions, net of $13 million of unamortized debt issuance costs. Amounts outstanding under the Senior Secured Credit Facilities comprise both the U.S. Term Loans and the European Term Loans. The €300 million of borrowings are drawn by entities with the euro as their functional currency. A 5% strengthening of the euro against the dollar at December 31, 2011, September 30, 2011 and September 30, 2012 would have decreased the foreign currency translation reserve, which is a component of equity, by $19 million, $20 million and $19 million, respectively, whereas a 5% weakening of the euro against the dollar would have the opposite effect.

(xii) Reflects the proceeds from the aggregate principal amount of €480 million of 2007 Senior Notes, net of $12 million of unamortized debt issuance costs. As the 2007 Senior Notes have been issued as euro denominated notes by entities with the euro as their functional currency, a 5% strengthening of the euro against the dollar at December 31, 2011, September 30, 2011 and September 30, 2012 would have decreased the foreign currency translation reserve, which is a component of equity, by $31 million, $32 million and $31 million, respectively, whereas a 5% weakening of the euro against the dollar would have the opposite effect.

(xiii) Reflects the proceeds from the aggregate principal amount of €420 million of 2007 Senior Subordinated Notes, net of $12 million of unamortized debt issuance costs. As the 2007 Senior Subordinated Notes have been issued as euro denominated notes by entities with the euro as their functional currency, a 5% strengthening of the euro against the dollar at December 31, 2011, September 30, 2011 and September 30, 2012 would have decreased the foreign currency translation reserve, which is a component of equity, by $27 million, $28 million and $27 million, respectively, whereas a 5% weakening of the dollar against the euro would have the opposite effect.

(xiv) Reflects the notes as previously issued by Pactiv.

Our total pro forma third-party indebtedness as of September 30, 2012 of $17,984 million includes (a)(i) total interest bearing borrowings of $18,210 million, (ii) related party borrowings of $1 million, (iii) derivative liabilities of $5 million and (iv) bank overdrafts of $3 million, for a total of $18,219 million of outstanding indebtedness, offset by (b) unamortized debt issuance costs and original issue discounts of $327 million, plus (c)(i) embedded derivatives of $89 million and (ii) fair value adjustments of $3 million.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our historical financial statements covers certain periods before the consummation of the Graham Packaging Transaction on September 8, 2011 and does not reflect the results generated by Graham Company or the impact that the Graham Packaging Transaction may have on the RGHL Group for those periods. The following discussion should be read in conjunction with “Business — Description of Business” and our historical financial statements and the notes thereto, in each case included elsewhere in this prospectus. The following discussion and analysis also includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements with respect to us. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this prospectus. See “Special Note of Caution Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

RGHL was incorporated in New Zealand under the Companies Act 1993 on May 30, 2006. We are a leading global manufacturer and supplier of consumer, beverage and foodservice packaging products. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments. We operate through six segments: SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging. We acquired these businesses in a series of transactions.

Recent Acquisitions and Integration

Our most recent significant acquisitions are described below.

Graham Packaging Acquisition

On September 8, 2011, we acquired Graham Company for a total enterprise value, including net debt, of $4.5 billion. We financed the purchase of shares, the repayment at acquisition of certain of Graham Packaging’s indebtedness and associated transaction costs, with new indebtedness. Graham Packaging is reported as a separate segment within the RGHL Group.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the hot food, specialty beverage and consumer products markets. We expect to realize significant cost savings by optimizing procurement of certain raw materials, consolidating facilities, eliminating duplicative operations and overhead, improving supply chain management and achieving other efficiencies. Once we fully integrate Graham Packaging, we expect to generate annual operational synergies and cost savings of approximately $75 million by the end of 2013, of which we have achieved $33 million from the date of acquisition through September 30, 2012. In order to achieve these synergies and cost savings, we expect to incur cash outlays of approximately $75 million by the end of 2013, of which we have incurred $36 million from the date of acquisition through September 30, 2012. Expenses incurred under our integration program generally include severance, exit, disposal, and other costs.

The valuation of the assets acquired and liabilities assumed in connection with the Graham Packaging Acquisition has been finalized. In accordance with IFRS 3 (Revised), “Business Combinations,” all adjustments resulting from the finalization of the purchase accounting have been recognized retrospectively to the date of the acquisition. For details of assets acquired and liabilities assumed, refer to note 33 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

Dopaco Acquisition

On May 2, 2011, we acquired Dopaco from Cascades Inc. Dopaco is a manufacturer of paper cups and folding cartons for the quick-service restaurant and foodservice industries in the U.S. and Canada. The purchase consideration for the acquisition was $395 million in cash. The consideration was funded from the existing cash

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of the RGHL Group. Dopaco’s business has been integrated into the Pactiv Foodservice segment. We expect to generate annual operational synergies and cost savings of approximately $30 million by the end of 2012, of which we have achieved $24 million from the date of acquisition through September 30, 2012. In order to achieve these synergies and cost savings, we expect to incur cash outlays of approximately $22 million by the end of 2012, of which we have incurred $21 million from the date of the acquisition through September 30, 2012. Expenses incurred under our integration program generally include severance and other costs.

Pactiv Acquisition

On November 16, 2010, we acquired Pactiv for a total enterprise value, including net debt, of $5.8 billion. We have substantially completed the process of combining our Reynolds consumer products and Reynolds foodservice packaging businesses with our Hefty consumer products and Pactiv foodservice packaging businesses, respectively, to form integrated Reynolds Consumer Products and Pactiv Foodservice segments. We expect to generate annual operational synergies and cost savings of approximately $230 million by the end of 2012 from the consolidation of facilities, elimination of duplicative operations, improvement of supply chain management and from achieving other efficiencies, of which we have achieved $217 million from the date of acquisition through September 30, 2012. For example, from the date of the Pactiv Acquisition to the date of this prospectus, we have announced the closure of eight manufacturing sites in North America. In order to achieve these synergies and cost savings, we incurred cash outlays of approximately $130 million from the date of acquisition through September 30, 2012. Cash outlays incurred under our integration program generally include severance, exit, disposal and other costs associated with combining the companies of the acquired consumer products and foodservice packaging businesses into our current Reynolds Consumer Products and Pactiv Foodservice segments.

The valuation of the assets acquired and liabilities assumed in connection with the Pactiv Acquisition has been finalized. In accordance with IFRS 3 (Revised), “Business Combinations,” all adjustments resulting from the finalization of the purchase accounting have been recognized retrospectively as of the date of the acquisition. For details of assets acquired and liabilities assumed, refer to note 33 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

Refer to note 18 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus for additional information related to the acquisitions of Graham Packaging and Dopaco.

Key Factors Influencing Our Financial Condition and Results of Operations

Acquisitions, Substantial Leverage and Other Transaction-Related Effects

The six segments in which we operate have all been acquired through a series of transactions. Our results of operations, financial position and cash flows are significantly impacted by the effects of these acquisitions which were financed primarily through borrowings, including transaction-related debt commitment fees and recurring interest costs. In addition, from time to time, we refinance our borrowings which also can have a significant impact on the results of our operations.

As of September 30, 2012, our total indebtedness of $18,544 million, comprised of borrowings, overdrafts and derivative liabilities, is presented in our statement of financial position net of unamortized debt issuance costs, original issue discounts, embedded derivatives and fair value adjustments at acquisition. For more information regarding our external borrowings, refer to note 14 of the RGHL Group’s interim unaudited condensed financial statements as of September 30, 2012, included elsewhere in this prospectus. Our future results of operations, including our net financial expenses, will be significantly affected by our substantial indebtedness. The servicing of this indebtedness has had and will continue to have an impact on our cash flows and cash balance. For more information, refer to “— Liquidity and Capital Resources.”

Restructuring and Cost Saving Programs

We have implemented a number of restructuring and cost saving programs over the past three years in order to reduce our operating costs. During the nine month period ended September 30, 2012 and the year ended

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December 31, 2011, we incurred restructuring charges of $48 million and $88 million, respectively, business integration costs of $32 million and $47 million, respectively, and operational process engineering-related consultancy costs of $18 million and $42 million, respectively. These costs are largely related to workforce reductions, improving supply chain management, achieving other efficiencies and consolidation of facilities.

As discussed under “— Overview — Recent Acquisitions and Integration,” we expect to incur additional restructuring costs as well as integration costs through the end of 2013 that will largely relate to the integration of Graham Packaging into the RGHL Group and the integration of the Pactiv foodservice packaging and Dopaco businesses into the Pactiv Foodservice segment. Outlays related to integration include both expenses and capital expenditures associated with combining the new acquisitions with the RGHL Group’s operations and generally include severance, exit, disposal and other costs associated with combining the businesses. We expect to realize cost savings and operational synergies by the end of 2013 by consolidating facilities, eliminating duplicative operations, improving supply chain management and achieving other efficiencies. For additional information related to the quantification of the synergies to be achieved and cash outlays, refer to “— Overview — Recent Acquisitions and Integration.”

Raw Materials and Energy Prices

Our results of operations are impacted by changes in the costs of our raw materials and energy prices. The primary raw materials used to manufacture our products are resins, aluminum, fiber (principally raw wood and wood chips) and paperboard (principally cartonboard and cupstock). We also use commodity chemicals, steel and energy, including fuel oil, electricity, natural gas and coal, to manufacture our products. The prices for raw materials, particularly resins and aluminum, have fluctuated significantly in recent years.

Principal raw materials used by each of our segments are as follows (in order of cost significance within each segment):

• SIG — cartonboard, resin, aluminum

• Evergreen — fiber, resin

• Closures — resin

• Reynolds Consumer Products — resin, aluminum

• Pactiv Foodservice — resin, aluminum, paperboard

• Graham Packaging — resin

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Historical index prices of resin, aluminum and paperboard from January 1, 2009 through September 30, 2012 are shown in the charts below. The following charts present index prices and do not represent the prices at which we purchased these raw materials.

Source: Chemical Market Associates Inc.

Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products.

Source: Platts Metal Weekly

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Aluminum prices can fluctuate significantly as aluminum is a cyclical commodity with prices subject to global market factors. These factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions.

Source: Pulp and Paper Work

The prices of cupstock and cartonboard may fluctuate due to external conditions such as weather, product scarcity, currency and commodity market fluctuations and changes in governmental policies and regulations.

Purchases of most of our raw materials are based on negotiated rates with suppliers, which are tied to published indices. Typically, we do not enter into long-term purchase contracts that provide for fixed quantities or prices for our principal raw materials.

Changes in raw material prices impact our results of operations. Revenue is directly impacted by changes in raw material costs as a result of raw material cost pass-through mechanisms in many of the customer pricing agreements entered into by most of our segments. Generally, the contractual price adjustments do not occur simultaneously with commodity price fluctuations, but rather on a mutually agreed upon schedule. Due to differences in timing between purchases of raw materials and sales to customers, there is often a lead-lag effect, during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Historically, the average lag time in implementing raw material cost pass-through mechanisms (where contractually permitted) has been approximately three months.

Contracts for SIG’s products and for the branded products sold by Reynolds Consumer Products generally do not contain raw material cost pass-through mechanisms. We use price increases, where possible, to mitigate the effects of raw material cost increases for customers that are not subject to raw material cost pass-through agreements.

The prices for some of our raw materials, particularly resins and aluminum, have fluctuated significantly in recent years. Prices for raw wood and wood chips have fluctuated less than the prices of resins and aluminum. Raw wood and wood chips are typically purchased from sources close to our mills and, as a result, prices are established locally based on factors such as weather conditions and local competitive conditions.

Volatility in resin, aluminum and paper prices has had an effect on our results of operations. Historically, raw material price increases have resulted in increases in cost of sales and any subsequent pass-through to

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customers has resulted in increases in revenue. Raw material cost decreases and any subsequent pass-through to customers have historically had an opposite effect on cost of sales and revenue.

Management expects continued volatility in raw material prices as a result of the continued uncertainty in the global economic environment, and such volatility may impact our results of operations. We continue to take steps to minimize the impact of the volatility of raw material prices through commodity hedging, fixed supplier pricing, reducing the lag time in contractual raw material cost pass-through mechanisms and entering into additional indexed customer contracts that include raw material cost pass-through provisions.

Our segments are also sensitive to energy-related cost movements, particularly those that affect transportation and utility costs. In particular, our Evergreen segment is susceptible to price fluctuations in natural gas, as Evergreen incurs significant natural gas costs to convert raw wood and wood chips to paper products and liquid packaging board. Historically, we have been able to mitigate the effect of higher energy-related costs with productivity improvements and other cost reductions. Further, energy costs (excluding transportation costs) are generally included in Evergreen’s indexed customer contracts.

Hedging Activities

Our business is exposed to commodity and other price risk principally from the purchase of resin, aluminum, natural gas, electricity and cartonboard. From time to time we enter into hedging agreements for some of our raw materials and energy sources to minimize the impact of price fluctuations. We use various strategies to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices primarily related to aluminum, resin and natural gas, including resin futures, aluminum swaps and natural gas swaps.

We may selectively enter into hedges for short contract periods at the request of customers who want to mitigate the risk of changes in raw material costs in their purchase pricing.

The realized gains or losses arising from derivative instruments are recognized in cost of sales while the unrealized gains or losses associated with derivative instruments are recognized in other income/expenses.

While we currently employ the hedging strategy discussed above, we may decide to increase or decrease our level of hedging depending on management’s assessment of current market conditions.

Black Liquor Credit and Cellulosic Biofuel Producer Credits

Black Liquor Credit was an excise tax credit that benefited companies that used alternative fuel mixtures for energy production to operate their businesses in the United States. Black Liquor Credit, equal to $0.50 per gallon of alternative fuel contained in the applicable mixture, was refundable to the taxpayer. For the year ended December 31, 2009, Evergreen filed claims for alternative fuel mixture credits at its Canton and Pine Bluff mills covering eligible periods from January 2009 to December 2009, totaling $235 million. As a result of these claims, for the year ended December 31, 2009, Evergreen recognized a reduction of $214 million in its cost of sales, which equated to the claim value net of applicable expenses. The tax credit, as it related to alternative fuel mixtures, expired on December 31, 2009.

During 2010, the Internal Revenue Service issued an IRS General Counsel Memo which further clarified how to determine the volume of alternative fuel mixture used in the production process that qualified for the tax credit. Based on these clarifications and related studies commissioned by management, Evergreen determined that an additional claim was available related to the volume of Black Liquor used during 2009. As a result of these claims, for the year ended December 31, 2010, Evergreen recognized a reduction of $10 million in its cost of sales, which equates to the claim value net of applicable expenses.

On July 9, 2010, the IRS published Chief Counsel Advice Memorandum 2010-002, concluding that Black Liquor sold or used before January 1, 2010 qualifies for the Cellulosic Biofuel Producer Credits, or “CBPC.” In October 2010, the IRS provided additional guidance on the qualification of CBPC. The CBPC is separate from the Black Liquor Credit recognized by Evergreen in 2009 and 2010. The CBPC allows for a tax credit equal to $1.01 for each gallon of qualified biofuel produced and used by Evergreen and not claimed as a Black Liquor

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Credit. Based upon this guidance, it was determined that Evergreen qualified for the CBPC in regards to Black Liquor Credit produced in 2009 that was not included in the calculation of the original Black Liquor Credit. Evergreen recorded a $29 million CBPC credit to income tax expense in 2010.

The benefits of the Black Liquor Credit and CBPC were recognized in the results of operations for the years ended December 31, 2010 and 2009. The results for the nine months ended September 30, 2012 and for the year ended December 31, 2011 are not impacted by the Black Liquor Credit or CBPC and based on our knowledge at this time, we do not expect any benefits in future periods.

Effect of Currency Fluctuations

Four of our segments operate in a number of geographical areas and transact business in a range of currencies. As a result, these segments (SIG, Closures, Pactiv Foodservice and Graham Packaging) are affected more by currency fluctuations than our Evergreen and Reynolds Consumer Products segments, which predominantly operate in North America. In addition to the dollar, the currencies in which our transactions are primarily denominated include the euro, Swiss franc, Canadian dollar, Thai baht, Chinese yuan renminbi, Brazilian real, British pound, Japanese yen, Mexican peso, Polish zloty and New Zealand dollar. Exchange rate fluctuations can therefore either increase or decrease revenue and expense items when reported in dollars. For most financial periods, the impact on revenue due to fluctuations in exchange rates has been partially offset by the impact on expenses, as most of our business units incur revenue and expenses in their respective local currencies, creating a natural hedge to currency fluctuations.

Seasonality and Working Capital Fluctuations

Our business is impacted by seasonal fluctuations.

SIG

SIG’s operations are moderately seasonal. SIG’s customers are principally engaged in providing products such as beverages and food that are generally less sensitive to seasonal effects, although SIG experiences some seasonality as a result of increased consumption of juices and tea during the summer months in Europe. SIG therefore typically experiences a greater level of carton sleeve sales in the second and third quarters. Sales in the fourth quarter can increase due to additional purchases by customers prior to the end of the year to achieve annual volume rebates that SIG offers.

Evergreen

Evergreen’s operations are moderately seasonal. Evergreen’s customers are principally engaged in providing products that are generally less sensitive to seasonal effects, although Evergreen does experience some seasonality as a result of increased consumption of milk by school children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and fourth quarters when North American schools are in session.

Closures

Closures’ operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures’ customers typically begin building inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales in the second and third quarters in the Northern Hemisphere, which represented 83% of Closures’ total revenue in 2011, and in the fourth and first quarters in the Southern Hemisphere, which represented 17% of Closures’ total revenue in 2011.

Reynolds Consumer Products

Reynolds Consumer Products’ operations are moderately seasonal based on the different product lines. Sales in cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday use of

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Reynolds Wrap foil, Reynolds Oven Bags and Reynolds Parchment Paper. Sales in waste and storage products are typically higher in the second half of the year in North America, coinciding with the harvest season and outdoor fall cleanup.

Pactiv Foodservice

Pactiv Foodservice’s operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest, and the holiday season lead to increased consumption. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

Graham Packaging’s operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically the business begins to build inventory in the first and early second quarters to prepare for the summer demand.

Results of Operations

The following discussion should be read in conjunction with our financial statements included elsewhere in this prospectus. Detailed comparisons of revenue and results are presented in the discussions of the operating segments, which follow the RGHL Group results discussion. Results for interim periods may not be indicative of the results for the full year.

Nine Month Period Ended September 30, 2012 Compared with the Nine Month Period Ended September 30, 2011

Reynolds Group Holdings Limited

	For the nine month period ended September 30,
	2012			% of revenue			2011(1)(2)			% of revenue			Change			% change
	(In $ million, except for %)
Revenue		10,357			100	%		8,279			100	%		2,078			25	%
Cost of sales		(8,429	)		(81	)%		(6,830	)		(82	)%		(1,599	)		23	%
Gross profit		1,928			19	%		1,449			18	%		479			33	%
Selling, marketing and distribution expenses/General and administration expenses		(897	)		(9	)%		(704	)		(9	)%		(193	)		27	%
Net other expense		(19	)		—			(156	)		(2	)%		137			(88	)%
Share of profit of associates and joint ventures, net of income tax		19			—			14			—			5			36	%
Profit from operating activities		1,031			10	%		603			7	%		428			71	%
Financial income		60			1	%		32			—			28			88	%
Financial expenses		(1,304	)		(13	)%		(1,086	)		(13	)%		(218	)		20	%
Net financial expenses		(1,244	)		(12	)%		(1,054	)		(13	)%		(190	)		18	%
Loss before income tax		(213	)		(2	)%		(451	)		(5	)%		238			(53	)%
Income tax benefit		125			1	%		64			1	%		61			95	%
Loss after income tax		(88	)		(1	)%		(387	)		(5	)%		299			(77	)%
Depreciation and amortization		856			8	%		654			8	%		202			31	%
RGHL Group EBITDA(3)		1,887			18	%		1,257			15	%		630			50	%
RGHL Group Adjusted EBITDA(3)		1,916			18	%		1,456			18	%		460			32	%

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(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the nine month period ended September 30, 2011, the results of operations of Dopaco from May 2, 2011 to September 30, 2011 and the results of operations of Graham Packaging from September 8, 2011 to September 30, 2011.

(2) In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

(3) RGHL Group EBITDA is defined as profit from operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We believe that issuers of high yield debt securities present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

As more fully described under “— Overview — Recent Acquisitions and Integration,” we acquired Graham Packaging on September 8, 2011. The results of operations of Graham Packaging have been included in the RGHL Group’s results of operations as a separate segment since the consummation of the Graham Packaging acquisition. For the nine month period ended September 30, 2012, Graham Packaging’s revenue, profit from operating activities, EBITDA and Adjusted EBITDA included in the RGHL Group’s results were $2,357 million, $31 million, $319 million and $373 million, respectively. For the period from September 8, 2011 to September 30, 2011, Graham Packaging’s revenue, loss from operating activities, EBITDA and Adjusted EBITDA included in the RGHL Group’s results were $256 million, $30 million, $2 million and $41 million, respectively.

In addition, the operating results of Dopaco have been combined with the operating results of our Pactiv Foodservice segment since May 2, 2011, the date of the Dopaco acquisition. For the nine month periods ended September 30, 2012 and September 30, 2011, Dopaco’s revenue, included in the results of the Pactiv Foodservice segment, was $362 million and $206 million, respectively.

For further details on the above acquisitions, refer to note 18 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

Revenue.    Revenue increased by $2,078 million, or 25%, to $10,357 million for the nine month period ended September 30, 2012 compared to $8,279 million for the nine month period ended September 30, 2011. The increase was largely attributable to incremental revenue from the acquisitions of Graham Packaging and Dopaco. In addition, revenue increased at (a) Evergreen driven by sales in paper products and cartons, and (b) Reynolds Consumer Products driven primarily by price increases. These increases in revenue were partially offset by

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decreases at (a) Closures driven by changes in product mix and pricing related to price concessions and the pass-through of resin price changes to customers, and (b) Pactiv Foodservice driven primarily by lower volumes as a result of the sale of the laminating operations and exiting certain low margin non-strategic product offerings as well as lower volume principally driven by lower sales in mature, declining and non-strategic categories, partially offset by pricing strategies to recover higher resin costs. Foreign currency exchange rates had an unfavorable impact of $132 million largely resulting from the strengthening of the dollar against the euro, Mexican peso and Brazilian real in the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011.

Cost of Sales.    Cost of sales increased by $1,599 million, or 23%, to $8,429 million for the nine month period ended September 30, 2012 compared to $6,830 million for the nine month period ended September 30, 2011. The increase was largely attributable to incremental cost of sales from the acquisitions of Graham Packaging and Dopaco. The increases were offset by the sale of the laminating operations at Pactiv Foodservice, lower raw material costs and benefits from actual synergies realized and improved operational performance. Foreign currency exchange rates had a favorable impact of $112 million largely resulting from the strengthening of the dollar against the euro, Mexican peso and Brazilian real in the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011. Cost of sales as a percentage of revenue decreased across all segments.

Gross Profit.    Gross profit increased by $479 million, or 33%, to $1,928 million for the nine month period ended September 30, 2012 compared to $1,449 million for the nine month period ended September 30, 2011. Gross profit margin increased to 19% for the nine month period ended September 30, 2012 compared to 18% for the nine month period ended September 30, 2011. Compared to the prior year period, gross profit margin increased across all segments. These increases were driven primarily by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $193 million, or 27%, to $897 million for the nine month period ended September 30, 2012 compared to $704 million for the nine month period ended September 30, 2011. This increase in expenses was primarily attributable to the acquisitions of Graham Packaging and Dopaco. However, selling, marketing and distribution expenses and general and administration expenses as a percentage of revenue remained unchanged at 9% for the nine month period ended September 30, 2012 compared to 9% for the nine month period ended September 30, 2011. Selling, marketing and distribution expenses and general and administration expenses also increased by a $27 million adjustment at SIG, a $17 million reclassification from cost of sales at Closures and a $16 million reclassification from cost of sales at Reynolds Consumer Products, during the nine month period ended September 30, 2012.

Net Other.    Net other expense decreased by $137 million to $19 million for the nine month period ended September 30, 2012 compared to net other expense of $156 million for the nine month period ended September 30, 2011. This change was primarily attributable to a $66 million gain on sale of the Louisville laminating operations in the Pactiv Foodservice segment, a $43 million decrease in unrealized loss on derivatives as the unrealized hedge position moved from a net loss position in 2011 to a net gain position in 2012, a $33 million decrease in business restructuring expenses, a $21 million decrease in operational process engineering-related consultancy costs and a $19 million decrease in business acquisition and integration costs in the current year period compared to the prior year period. These benefits were partially offset by a $16 million increase in asset impairment charges, as well as an increase of $10 million in costs due to fire damage at one of our facilities in March 2012. For additional information, refer to note 7 and note 8 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

Net Financial Expenses.    Net financial expenses increased by $190 million, or 18%, to $1,244 million for the nine month period ended September 30, 2012 compared to $1,054 million for the nine month period ended September 30, 2011. The primary factors contributing to the increase include:

• an increase of $315 million in interest expense mainly as a result of additional borrowings incurred in August 2011 to fund the acquisition of Graham Packaging;

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• a $26 million fair value adjustment on the remaining Dollar 2009 Notes; and

• a decrease of $13 million in foreign currency exchange gains.

These increases were partially offset by $135 million of gains from the change in fair value of derivatives and $79 million of fees incurred in 2011 in connection with the financing of the Graham Packaging acquisition.

Additionally, in 2012 we had a loss on extinguishment of debt of $159 million as a result of the September 2012 Refinancing Transactions which included the repayment of the Second Amended and Restated Senior Secured Credit Facilities and the tendered Dollar 2009 Notes. In 2011, we had a loss on extinguishment of debt of $129 million due to the extinguishment of the Original Senior Secured Credit Facilities. The loss on extinguishment included early repayment penalties and write-off of unamortized transaction costs.

We are primarily exposed to foreign currency exchange risk that impacts the reported financial income and financial expenses of the RGHL Group as a result of the remeasurement at each reporting date of indebtedness that is denominated in currencies other than the functional currencies of the respective issuers or borrowers. As of September 30, 2012 and September 30, 2011, the RGHL Group had dollar-denominated external borrowings of $3,272 million and $1,583 million, respectively, owed by entities whose functional currency was the euro, of which $1,950 million was issued on September 28, 2012 as part of the September 2012 Refinancing Transactions. As a result of the changes in the prevailing foreign currency exchange rates, the RGHL Group recognized a foreign currency exchange gain in connection with such borrowings during the nine month period ended September 30, 2012 compared to a foreign currency exchange gain during the nine month period ended September 30, 2011. For more information regarding the RGHL Group’s financial expenses and borrowings, refer to notes 9 and 14, respectively, of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus. For more information regarding the sensitivity of the foreign currency exchange gains and losses on the borrowings, refer to “— Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Exchange Rate Risk.”

Income Tax Expense.    For the nine month period ended September 30, 2012, we recognized an income tax benefit of $125 million on a loss before income tax of $213 million (an effective tax rate of 59%) compared to an income tax benefit of $64 million on a loss before income tax of $451 million (an effective tax rate of 14%) for the nine month period ended September 30, 2011. The increase in the effective tax rate was primarily due to the favorable resolution of Evergreen’s 2009 tax year Alternative Fuel Mixture Credits (“AFMC”) refund claim and the mix of book income and losses across the various taxing jurisdictions in which the RGHL Group operates, offset by an increase in unrecognized non-U.S. tax losses, mostly in Luxembourg. For a reconciliation of the effective tax rate, refer to note 10 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

In May 2012, Evergreen submitted a refund claim to the Internal Revenue Service (“IRS”) to exclude $235 million of AFMC from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the RGHL Group recognized $96 million of tax benefit in the nine month period ended September 30, 2012.

Depreciation and Amortization.    Depreciation of property, plant and equipment and investment properties and amortization of intangible assets increased by $202 million, or 31%, to $856 million for the nine month period ended September 30, 2012 compared to $654 million for the nine month period ended September 30, 2011, primarily due to additional depreciation and amortization expense from the acquisitions of Graham Packaging and Dopaco.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $1,031 million, $1,887 million and $1,916 million, respectively, compared to $603 million, $1,257 million and $1,456 million, respectively, for the nine month period ended September 30, 2011.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for the RGHL Group is as follows:

	For the nine month period ended September 30,
	2012			2011(1)(2)
	(In $ million)
Profit from operating activities		1,031			603
Depreciation and amortization		856			654
EBITDA(3)		1,887			1,257
Included in the RGHL Group EBITDA:
Asset impairment charges		26			10
Business acquisition and integration costs		37			56
Business interruption costs		1			2
Change of control payments		—			12
Equity method profit not distributed in cash		(12	)		(9	)
Fixed asset write-down		10			—
Gain on modification of plan benefits		—			(18	)
Gain on sale of businesses		(66	)		(5	)
Impact of purchase price accounting on inventories		—			32
Manufacturing plant fire, net of insurance recoveries		11			—
Non-cash inventory charge		9			3
Non-cash pension income		(37	)		(31	)
Operational process engineering-related consultancy costs		18			34
Restructuring costs		48			80
SEC registration costs		7			2
Unrealized (gain) loss on derivatives		(17	)		26
VAT and customs duties on historical imports		(1	)		6
Other		(5	)		(1	)
RGHL Group Adjusted EBITDA(3)		1,916			1,456
Segment detail of Adjusted EBITDA:
SIG		376			336
Evergreen		168			162
Closures		147			150
Reynolds Consumer Products		416			382
Pactiv Foodservice		469			406
Graham Packaging		373			41
Corporate/unallocated(4)		(33	)		(21	)
RGHL Group Adjusted EBITDA(3)		1,916			1,456

(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the nine month period ended September 30, 2011, the results of operations of Dopaco from

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May 2, 2011 to September 30, 2011 and the results of operations of Graham Packaging from September 8, 2011 to September 30, 2011.

(2) In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

(3) RGHL Group EBITDA is defined as profit from operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We believe that issuers of high yield debt securities present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

(4) Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire RGHL Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

SIG Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011			% of segment revenue			Change			% change
	(In $ million, except for %)
External revenue		1,506			100	%		1,498			100	%		8			1	%
Inter-segment revenue		—			—			—			—			—			—
Total segment revenue		1,506			100	%		1,498			100	%		8			1	%
Cost of sales		(1,126	)		(75	)%		(1,189	)		(79	)%		63			(5	)%
Gross profit		380			25	%		309			21	%		71			23	%
Selling, marketing and distribution expenses/ General and administration expenses		(192	)		(13	)%		(194	)		(13	)%		2			(1	)%
Net other income (expense)		(6	)		—			9			1	%		(15	)		NM
Profit from operating activities		200			13	%		137			9	%		63			46	%
SIG segment EBITDA		362			24	%		330			22	%		32			10	%
SIG segment Adjusted EBITDA		376			25	%		336			22	%		40			12	%

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Revenue.    Revenue increased by $8 million, or 1%, to $1,506 million for the nine month period ended September 30, 2012 compared to $1,498 million for the nine month period ended September 30, 2011. As discussed in more detail below, the change in revenue was attributable to higher sales volume of $103 million largely from increased sales in South America, the Middle East and Asia. This increase was partially offset by an unfavorable foreign currency impact of $95 million largely due to the strengthening of the dollar against the euro.

Revenue in Europe decreased by $82 million, or 10%, to $754 million for the nine month period ended September 30, 2012 compared to $836 million for the nine month period ended September 30, 2011 driven by an unfavorable foreign currency impact of $71 million due to the strengthening of the dollar against the euro and lower sales volume of $11 million.

Revenue in the rest of the world increased by $90 million, or 14%, to $752 million for the nine month period ended September 30, 2012 compared to $662 million for the nine month period ended September 30, 2011. The increase was primarily related to higher volumes of $114 million due to much stronger demand in the Middle East and South America, largely due to new customers, and strong growth in Asia and North America. Foreign currency impact was an unfavorable $24 million.

Cost of Sales.    Cost of sales decreased by $63 million, or 5%, to $1,126 million for the nine month period ended September 30, 2012 compared to $1,189 million for the nine month period ended September 30, 2011. The net decrease in cost of sales included a $76 million favorable foreign currency impact, resulting from the strengthening of the dollar against the euro and lower manufacturing costs of $34 million during the nine month period ended September 30, 2012 as compared to the nine month period ended September 30, 2011, due to better utilization of our plants and higher start-up costs of the new plant in Brazil during 2011. Raw material costs also improved by $14 million compared to the prior year period, mostly due to higher raw material prices in the prior year period. These decreases in cost of sales were partially offset by a $82 million increase related primarily to higher sales volume. For the nine month periods ended September 30, 2012 and September 30, 2011, raw material costs accounted for 68% and 66% of SIG’s cost of sales, respectively. The net decrease in cost of sales also included a $21 million benefit arising from adjustments to correct for period costs inappropriately capitalized and for a misclassification of expenses between cost of sales and general and administration expenses. These adjustments resulted in a reduction of EBITDA of $10 million for the nine month period ended September 30, 2012. There was no impact on Adjusted EBITDA for the nine month period ended September 30, 2012.

Gross Profit.    Gross profit increased by $71 million, or 23%, to $380 million for the nine month period ended September 30, 2012 compared to $309 million for the nine month period ended September 30, 2011. Gross profit margin increased to 25% for the nine month period ended September 30, 2012 compared to 21% for the nine month period ended September 30, 2011. These increases were driven by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses decreased by $2 million, or 1%, to $192 million for the nine month period ended September 30, 2012 compared to $194 million for the nine month period ended September 30, 2011. The decrease was primarily due to favorable foreign currency impact of $13 million from the strengthening of the dollar against the euro and lower amortization expense of $20 million due to fully amortized patents. These decreases were offset primarily by the accounting adjustment explained above.

Net Other.    Net other changed by $15 million, to net other expense of $6 million for the nine month period ended September 30, 2012 compared to net other income of $9 million for the nine month period ended September 30, 2011. This change was primarily attributable to an increase of $18 million in restructuring costs in the current period. The increase was partially offset by $2 million in net unrealized gains on open hedge positions, $6 million of prior year charges related to VAT and customs duties on historical imports in China, $4 million of prior year charges related to asset impairment and $2 million of prior year charges related to storm damage in Germany not incurred during the current period. These items have been included in the segment’s Adjusted EBITDA calculation. In addition, other miscellaneous income decreased by $11 million, primarily related to facility management for a property sold in 2011.

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Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $200 million, $362 million and $376 million, respectively, compared to $137 million, $330 million and $336 million, respectively, for the nine month period ended September 30, 2011.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our SIG segment is as follows:

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Profit from operating activities		200			137
Depreciation and amortization		162			193
EBITDA		362			330
Included in SIG segment EBITDA:
Asset impairment charges		—			4
Business interruption costs		—			2
Equity method profit not distributed in cash		(12	)		(7	)
Fixed asset write-down		10			—
Operational process engineering-related consultancy costs		1			—
Restructuring costs		19			1
Unrealized gain on derivatives		(2	)		—
VAT and customs duties on historical imports		(1	)		6
Other		(1	)		—
SIG segment Adjusted EBITDA		376			336

Evergreen Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011			% of segment revenue			Change			% change
	(In $ million, except for %)
External revenue		1,175			95	%		1,168			98	%		7			1	%
Inter-segment revenue		61			5	%		29			2	%		32			110	%
Total segment revenue		1,236			100	%		1,197			100	%		39			3	%
Cost of sales		(1,064	)		(86	)%		(1,036	)		(87	)%		(28	)		3	%
Gross profit		172			14	%		161			13	%		11			7	%
Selling, marketing and distribution expenses/ General and administration expenses		(68	)		(6	)%		(71	)		(6	)%		3			(4	)%
Net other income		23			2	%		28			2	%		(5	)		(18	)%
Profit from operating activities		128			10	%		119			10	%		9			8	%
Evergreen segment EBITDA		170			14	%		164			14	%		6			4	%
Evergreen segment Adjusted EBITDA		168			14	%		162			14	%		6			4	%

Revenue.    Revenue increased by $39 million, or 3%, to $1,236 million for the nine month period ended September 30, 2012 compared to $1,197 million for nine month period ended September 30, 2011. This increase

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was attributable to a $27 million increase in sales of paper products, along with an increase of $15 million in sales of cartons, partially offset by a decrease of $3 million in sales of liquid packaging board. The increase in sales of paper products was comprised of an increase of $44 million due to higher volumes, primarily as a result of higher export and market demand for certain of our paper products, partially offset by a decrease of $17 million as pricing declined in the current period. The increase in sales of cartons was due to $14 million in price increases, as well as an increase of $1 million attributable to higher sales volumes. The decrease in sales of liquid packaging board was primarily due to lower volumes of $4 million, partially offset by an increase of $1 million due to price increases.

Cost of Sales.    Cost of sales increased by $28 million, or 3%, to $1,064 million for the nine month period ended September 30, 2012 compared to $1,036 million for the nine month period ended September 30, 2011. This change was driven by a $54 million increase primarily due to higher paper volumes, which consisted of higher export shipments in the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011, partially offset by a $26 million decrease primarily as a result of lower raw materials and other input costs, primarily energy, resins and fiber, and maintenance costs. Evergreen completed two planned mill outages during both the nine month period ended September 30, 2012 and the nine month period ended September 30, 2011; however, the outages completed during 2011 were much larger in scale than the outages completed during 2012. The 2011 outages led to higher maintenance costs during that period as compared to the nine months ended September 30, 2012. For the nine month periods ended September 30, 2012 and September 30, 2011, raw material costs accounted for 42% and 44% of Evergreen’s cost of sales, respectively.

Gross Profit.    Gross profit increased by $11 million, or 7%, to $172 million for the nine month period ended September 30, 2012 compared to $161 million for the nine month period ended September 30, 2011. Gross profit margin increased to 14% for the nine month period ended September 30, 2012 compared to 13% for the nine month period ended September 30, 2011. These increases were driven by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Evergreen’s gross profit is impacted by changes in the costs of raw materials, including fiber, resin, commodity chemicals, and energy, including fuel oil, electricity, natural gas and coal. Evergreen purchases most of its raw materials and other input costs on the spot market and generally cannot immediately pass through price increases or declines to certain of its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Evergreen’s purchases of raw materials from its suppliers and sales to certain of its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses decreased by $3 million, or 4%, to $68 million for the nine month period ended September 30, 2012 compared to $71 million for the nine month period ended September 30, 2011.

Net Other.    Net other income decreased by $5 million, to $23 million for the nine month period ended September 30, 2012 compared to net other income of $28 million for the nine month period ended September 30, 2011. This decrease is mainly attributable to landfill tipping fees earned during the nine month period ended September 30, 2011. There were no landfill tipping fees earned in the current period. Net other income is primarily comprised of sales of by-products.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $128 million, $170 million and $168 million, respectively, compared to $119 million, $164 million and $162 million, respectively, for the nine month period ended September 30, 2011.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our Evergreen segment is as follows:

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Profit from operating activities		128			119
Depreciation and amortization		42			45
EBITDA		170			164
Included in Evergreen segment EBITDA:
Equity method profit not distributed in cash		—			(2	)
Restructuring costs (recoveries)		1			—
Unrealized gain on derivatives		(3	)		—
Evergreen segment Adjusted EBITDA		168			162

Closures Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011			% of segment revenue			Change			% change
	(In $ million, except for %)
External revenue		956			99	%		1,017			99	%		(61	)		(6	)%
Inter-segment revenue		10			1	%		9			1	%		1			11	%
Total segment revenue		966			100	%		1,026			100	%		(60	)		(6	)%
Cost of sales		(784	)		(81	)%		(865	)		(84	)%		81			(9	)%
Gross profit		182			19	%		161			16	%		21			13	%
Selling, marketing and distribution expenses/ General and administration expenses		(91	)		(9	)%		(71	)		(7	)%		(20	)		28	%
Net other income (expense)		(2	)		—			2			—			(4	)		NM
Profit from operating activities		89			9	%		92			9	%		(3	)		(3	)%
Closures segment EBITDA		143			15	%		150			15	%		(7	)		(5	)%
Closures segment Adjusted EBITDA		147			15	%		150			15	%		(3	)		(2	)%

Revenue.    Revenue decreased by $60 million, or 6%, to $966 million for the nine month period ended September 30, 2012 compared to $1,026 million for the nine month period ended September 30, 2011. This decrease was attributable to a $40 million decrease as a result of changes in product mix and pricing related to price concessions and the pass-through of resin price changes to customers. In addition, revenue decreased by $37 million as a result of an unfavorable foreign currency impact, primarily due to the strengthening of the dollar against the euro, Brazilian real and Mexican peso. These decreases were partially offset by the impact of higher sales volumes of $17 million, primarily due to the stabilization of the political environment in the Middle East and market share growth.

Revenue from North America decreased by $40 million, or 9%, to $392 million for the nine month period ended September 30, 2012 compared to $432 million for the nine month period ended September 30, 2011. This decrease was attributable to a decrease of $30 million due to changes in product mix and pricing related to price concessions and the pass-through of resin price changes to customers. In addition revenue decreased by $9

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million as a result of an unfavorable foreign currency impact, primarily due to the strengthening of the dollar against the Mexican peso, and a decrease of $1 million due to lower sales volumes, which was primarily due to decreased customer demand as a result of market conditions.

Revenue from the rest of the world decreased by $20 million, or 3%, to $574 million for the nine month period ended September 30, 2012 compared to $594 million for the nine month period ended September 30, 2011. This decrease was attributable to an unfavorable foreign currency impact of $28 million, primarily due to the strengthening of the dollar against the euro and Brazilian real and a decrease of $10 million due to changes in pricing related to the pass-through of resin price changes to customers as well as the unfavorable impact of changes in product mix, partially attributable to the sale of one of Closures’ European businesses in June 2011 which sold higher priced closures compared to the ongoing European business. These decreases were partially offset by an increase of $18 million due to higher sales volumes. During 2011, the Middle East experienced a decrease in sales due to the impact of the political turmoil in the region. With the relative stabilization of the political environment, sales volumes have increased in comparison to the prior year period. The Asia region experienced an increase in sales volumes as a result of market share growth.

Cost of Sales.    Cost of sales decreased by $81 million, or 9%, to $784 million for the nine month period ended September 30, 2012 compared to $865 million for the nine month period ended September 30, 2011.

Closures’ cost of sales is impacted by changes in product mix and raw material costs. The decrease in cost of sales included a $36 million favorable foreign currency impact due to the strengthening of the dollar as noted above, and lower costs of $32 million due to changes in raw material costs, including resin, for the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011. In addition, cost of sales decreased by $4 million due to lower manufacturing costs, including labor, overhead, utilities and depreciation, during the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011. For the nine month periods ended September 30, 2012 and September 30, 2011, raw material costs accounted for 63% and 62% of Closures’ cost of sales, respectively. Cost of sales also included a decrease of $17 million as a result of a reclassification of certain plant administration expenses from cost of sales to general and administration expenses in the nine month period ended September 30, 2012. These decreases were partially offset by an increase of $8 million in sales volumes as discussed above.

Gross Profit.    Gross profit increased by $21 million, or 13%, to $182 million for the nine month period ended September 30, 2012 compared to $161 million for the nine month period ended September 30, 2011. Gross profit margin increased to 19% for the nine month period ended September 30, 2012 compared to 16% for the nine month period ended September 30, 2011. These increases were driven primarily by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Closures’ gross profit is also impacted by the pass-through of resin price increases to customers. Contractual price adjustments with customers do not occur simultaneously with actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-annual or other basis. Therefore, due to the difference in timing between Closures’ purchase of resin from its suppliers and sales of closures to its customers, pricing related to the pass-through of resin price fluctuations to customers directly impacts gross profit.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $20 million, or 28%, to $91 million for the nine month period ended September 30, 2012 compared to $71 million for the nine month period ended September 30, 2011. This increase was primarily attributable to the $17 million reclassification of certain plant administration expenses from cost of sales to general and administration expenses in the nine month period ended September 30, 2012, as discussed above.

Net Other.    Net other changed by $4 million to net other expense of $2 million for the nine month period ended September 30, 2012 compared to net other income of $2 million for the nine month period ended September 30, 2011. This change was primarily attributable to a gain of $5 million on the sale of one of Closures’ European businesses in the nine month period ended September 30, 2011, which has been included in the segment’s Adjusted EBITDA calculation.

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Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $89 million, $143 million and $147 million, respectively, compared to $92 million, $150 million and $150 million, respectively, for the nine month period ended September 30, 2011.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our Closures segment is as follows:

	For the nine month period ended September 30,
	2012		2011
	(In $ million)
Profit from operating activities		89		92
Depreciation and amortization		54		58
EBITDA		143		150
Included in Closures segment EBITDA:
Business interruption costs		1		1
Gain on sale of business		—		(5	)
Restructuring costs		1		3
Unrealized loss on derivatives		1		1
Other		1		—
Closures segment Adjusted EBITDA		147		150

Reynolds Consumer Products Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011			% of segment revenue			Change			% change
	(In $ million, except for %)
External revenue		1,816			96	%		1,808			98	%		8			—
Inter-segment revenue		77			4	%		43			2	%		34			79	%
Total segment revenue		1,893			100	%		1,851			100	%		42			2	%
Cost of sales		(1,391	)		(73	)%		(1,424	)		(77	)%		33			(2	)%
Gross profit		502			27	%		427			23	%		75			18	%
Selling, marketing and distribution expenses/ General and administration expenses		(188	)		(10	)%		(165	)		(9	)%		(23	)		14	%
Net other income (expense)		10			1	%		(49	)		(3	)%		59			NM
Profit from operating activities		324			17	%		213			12	%		111			52	%
Reynolds Consumer Products segment EBITDA		421			22	%		325			18	%		96			30	%
Reynolds Consumer Products segment Adjusted EBITDA		416			22	%		382			21	%		34			9	%

The discussions below include references to actual synergies that have been achieved during the nine month period ended September 30, 2012 as a result of integrating the Hefty consumer products business into the Reynolds Consumer Products segment. These actual benefits realized resulted from a combination of cost savings, including procurement, distribution efficiencies and integration of the sales-force and various administration functions across the combined segment. The benefits are measured based on clear and quantifiable

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measures, such as observable reductions in fixed overhead costs, the elimination of distribution costs and the elimination of salaries and benefits related to headcount reductions.

Revenue.    Revenue increased by $42 million, or 2%, to $1,893 million for the nine month period ended September 30, 2012 compared to $1,851 million for the nine month period ended September 30, 2011. The increase was driven by the benefit of $51 million from product and price mix largely driven by price increases implemented during 2011, partially offset by lower volumes of $8 million across all product groups and higher trade and promotional spending of $1 million.

Cost of Sales.    Cost of sales decreased by $33 million, or 2%, to $1,391 million for the nine month period ended September 30, 2012 compared to $1,424 million for the nine month period ended September 30, 2011. The decrease in cost of sales was attributable to benefits from actual synergies realized, largely related to a net decrease in raw material and operational costs. For the nine month periods ended September 30, 2012 and September 30, 2011, raw material costs accounted for 67% and 66% of Reynolds Consumer Products’ cost of sales, respectively.

Gross Profit.    Gross profit increased by $75 million, or 18%, to $502 million for the nine month period ended September 30, 2012 compared to $427 million for the nine month period ended September 30, 2011. Gross profit margin increased to 27% for the nine month period ended September 30, 2012 compared to 23% for the nine month period ended September 30, 2011. These increases were primarily driven by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Reynolds Consumer Products generally cannot immediately pass through price increases or declines to its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. For most resin based products, there is a lag time between the purchase of raw materials by Reynolds Consumer Products and the pass-through of raw material price fluctuations to customers. For branded products, contracts with customers do not contain contractual price protection for raw material cost fluctuations. Due to the differences in timing between Reynolds Consumer Products’ purchases of resin from its suppliers and sales to its customers, there is often a lead-lag impact, during which margins are negatively impacted in periods of rising resin prices and positively impacted in periods of falling resin prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $23 million, or 14%, to $188 million for the nine month period ended September 30, 2012 compared to $165 million for the nine month period ended September 30, 2011. This increase was attributable to higher advertising and marketing related costs of $17 million during the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011. Higher advertising expenses during the nine month period ended September 30, 2012 largely related to a new product launch. In addition, selling, marketing and distribution expenses and general and administration expenses also increased $16 million as a result of a reclassification of certain plant administration expenses from cost of sales to general and administration expenses in the nine month period ended September 30, 2012. These increases were partially offset by benefits from actual synergies realized from the integration of the sales-force and various administration functions across the combined segment.

Net Other.    Net other changed by $59 million to net other income of $10 million for the nine month period ended September 30, 2012 compared to net other expense of $49 million for the nine month period ended September 30, 2011. This change was mainly attributable to a decrease of $33 million in unrealized loss on derivatives, as the unrealized hedge position moved from a net loss position in 2011 to a net gain position in 2012, a decrease of $18 million in operational process engineering-related consultancy costs and a decrease of $11 million in restructuring costs. These items have been included in the segment’s Adjusted EBITDA calculation.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $324 million, $421 million and $416 million, respectively, compared to $213 million, $325 million and $382 million, respectively, for the nine month period ended September 30, 2011.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our Reynolds Consumer Products segment is as follows:

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Profit from operating activities		324			213
Depreciation and amortization		97			112
EBITDA		421			325
Included in Reynolds Consumer Products segment EBITDA:
Business acquisition and integration costs		2			3
Business interruption recoveries		—			(1	)
Non-cash inventory charge		3			1
Non-cash pension expense		—			2
Operational process engineering-related consultancy costs		1			19
Restructuring costs		—			11
Unrealized (gain) loss on derivatives		(11	)		22
Reynolds Consumer Products segment Adjusted EBITDA		416			382

Pactiv Foodservice Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011(1)			% of segment revenue			Change			% change
	(In $ million, except for %)
External revenue		2,547			88	%		2,532			86	%		15			1	%
Inter-segment revenue		358			12	%		407			14	%		(49	)		(12	)%
Total segment revenue		2,905			100	%		2,939			100	%		(34	)		(1	)%
Cost of sales		(2,442	)		(84	)%		(2,544	)		(87	)%		102			(4	)%
Gross profit		463			16	%		395			13	%		68			17	%
Selling, marketing and distribution expenses/ General and administration expenses		(217	)		(7	)%		(213	)		(7	)%		(4	)		2	%
Net other income (expense)		23			1	%		(94	)		(3	)%		117			(124	)%
Profit from operating activities		269			9	%		88			3	%		181			206	%
Pactiv Foodservice segment EBITDA		482			17	%		302			10	%		180			60	%
Pactiv Foodservice segment Adjusted EBITDA		469			16	%		406			14	%		63			16	%

(1) Inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus for additional information.

We acquired Dopaco on May 2, 2011. The operating results of Dopaco have been included in the Pactiv Foodservice segment since the date of the Dopaco Acquisition. Accordingly, approximately five months of Dopaco operations were included in the nine month period ended September 30, 2011. For the nine month

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periods ended September 30, 2012 and September 30, 2011, Dopaco’s revenue was $362 million and $206 million, respectively.

On January 27, 2012, we sold the Pactiv Foodservice laminating operations in Louisville, Kentucky for cash proceeds of $80 million (subject to customary post-closing working capital adjustments), resulting in a gain on sale of $66 million.

The discussions below include references to actual synergies that have been achieved during the nine month period ended September 30, 2012 as a result of integrating the Pactiv foodservice packaging business and Dopaco into the Pactiv Foodservice segment (formerly the Reynolds foodservice packaging business prior to the Pactiv Acquisition). These actual benefits realized resulted from a combination of cost savings, including procurement, distribution efficiencies, plant rationalization and integration of the sales force and various administration functions across the combined segment. The benefits are measured based on clear and quantifiable measures, such as observable reductions in fixed overhead costs, the elimination of costs specific to production facilities that have been closed and the elimination of salaries and benefits related to headcount reductions.

Revenue.    Revenue decreased by $34 million, or 1%, to $2,905 million for the nine month period ended September 30, 2012 compared to $2,939 million for the nine month period ended September 30, 2011. This decrease was primarily attributable to a volume decrease of $145 million driven by the sale of the laminating operations and exiting certain low margin non-strategic product offerings. In addition, revenue decreased by $101 million due to lower volume, principally driven by lower sales in ongoing product offerings. This was partially offset by incremental revenue of $156 million generated from the acquired Dopaco operations and a $67 million impact from pricing related to the pass-through of resin price changes to customers.

Cost of Sales.    Cost of sales decreased by $102 million, or 4%, to $2,442 million for the nine month period ended September 30, 2012 compared to $2,544 million for the nine month period ended September 30, 2011. This was primarily attributable to a decrease of $87 million due to the sale of the laminating operations, lower volume primarily due to exiting certain low margin non-strategic product offerings and lower volume in ongoing product offering categories. The remaining decrease was largely due to improved operational performance driven by benefits from actual synergies realized from the acquisitions of Pactiv and Dopaco, partially offset by an increase in cost of sales due to higher paper cup and carton sales. In addition to these factors, during the nine month period ended September 30, 2012, Pactiv Foodservice has reduced inventory levels in an effort to continue to streamline operations and optimize working capital levels. As a result, while the process of decreasing inventory levels is underway, there is a lower level of inventory produced to absorb fixed manufacturing costs than during the nine month period ended September 30, 2011. This results in greater cost of sales per product and lower gross margin in the period of decreasing inventory.

Raw material costs accounted for 55% of Pactiv Foodservice’s cost of sales for both of the nine month periods ended September 30, 2012 and September 30, 2011. Raw material costs for the nine month period ended September 30, 2012 decreased by $45 million compared to the nine month period ended September 30, 2011, primarily due to a decrease in raw material costs, primarily resin, and $72 million from decreased volume due to the sale of the laminating operations, as well as from lower volume primarily due to exiting certain low margin non-strategic product offerings, partially offset by the incremental volume attributable to paper cup and carton sales.

Gross Profit.    Gross profit increased by $68 million, or 17%, to $463 million for the nine month period ended September 30, 2012 compared to $395 million for the nine month period ended September 30, 2011. Gross profit margin increased to 16% (18% as a percentage of external revenue) for the nine month period ended September 30, 2012 compared to 13% (16% as a percentage of external revenue) for the nine month period ended September 30, 2011. These increases were primarily driven by the changes in revenue and cost of sales as discussed above. The reduction in inventory levels during the nine month period ended September 30, 2012 has decreased gross profit by $14 million as discussed in the preceding paragraphs.

Pactiv Foodservice’s gross profit is impacted by changes in the costs of raw materials, including resin and aluminum. Pactiv Foodservice generally cannot immediately pass through price increases or declines to its customers because the price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Pactiv Foodservice’s purchases of

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raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $4 million, or 2%, to $217 million for the nine month period ended September 30, 2012 compared to $213 million for the nine month period ended September 30, 2011, primarily due to increased expenses related to higher paper cup and carton sales, partially offset by benefits from actual synergies realized from the Pactiv Acquisition.

Net Other.    Net other changed by $117 million to net other income of $23 million for the nine month period ended September 30, 2012 compared to net other expense of $94 million for the nine month period ended September 30, 2011. This change was primarily attributable to a $66 million gain on sale of the laminating operations discussed above, a decrease of $43 million in business restructuring expenses, a decrease of $9 million in business acquisition and integration costs and a decrease of $5 million in unrealized loss on derivatives, as the unrealized hedge position moved from a net loss position in 2011 to a net gain position in 2012. These benefits were partially offset by an increase of $11 million due to fire damage at one of our facilities in March 2012 and an increase of $5 million in asset impairment charges. These items have been included in the segment’s Adjusted EBITDA calculation.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $269 million, $482 million and $469 million, respectively, compared to $88 million, $302 million and $406 million, respectively, for the nine month period ended September 30, 2011.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our Pactiv Foodservice segment is as follows:

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Profit from operating activities		269			88
Depreciation and amortization		213			214
EBITDA		482			302
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges		11			6
Business acquisition and integration costs		18			27
Gain on sale of business		(66	)		—
Impact of purchase price accounting on inventories		—			6
Manufacturing plant fire, net of insurance recoveries		11			—
Non-cash inventory charge		6			2
Non-cash pension expense		—			3
Operational process engineering-related consultancy costs		11			12
Restructuring costs		3			46
Unrealized (gain) loss on derivatives		(2	)		3
Other		(5	)		(1	)
Pactiv Foodservice segment Adjusted EBITDA		469			406

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Graham Packaging Segment

	For the nine month period ended September 30,
	2012			% of segment revenue			2011(1)(2)			% of segment revenue
	(In $ million, except for %)
External revenue		2,357			100	%		256			100	%
Inter-segment revenue		—			—			—			—
Total segment revenue		2,357			100	%		256			100	%
Cost of sales		(2,129	)		(90	)%		(257	)		(100	)%
Gross profit (loss)		228			10	%		(1	)		—
Selling, marketing and distribution expenses/General and administration expenses		(138	)		(6	)%		(26	)		(10	)%
Net other expense		(59	)		(3	)%		(3	)		(1	)%
Profit (loss) from operating activities		31			1	%		(30	)		(12	)%
Graham Packaging segment EBITDA		319			14	%		2			1	%
Graham Packaging segment Adjusted EBITDA		373			16	%		41			16	%

(1) Represents the results of operations of Graham Packaging from September 8, 2011 to September 30, 2011.

(2) In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

We acquired Graham Packaging on September 8, 2011. The operating results of Graham Packaging have been included in the RGHL Group’s operating results as a separate reporting segment since the date of the acquisition.

For the period from January 1, 2011 to September 7, 2011, revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, net other expense, loss from operating activities, EBITDA and Adjusted EBITDA for Graham Packaging were $2,130 million, $1,817 million, $173 million, $239 million, $99 million, $43 million and $388 million, respectively. These amounts include IFRS adjustments to Graham Packaging’s historical results that were previously reported under U.S. GAAP.

The following discussion of our Graham Packaging operating results provides comparisons on a supplemental pro forma basis as if the operating results of the Graham Packaging business had been included in our operating results for the full nine month period ended September 30, 2011. Given the relative size and timing of this acquisition, we believe a discussion of the operating results on a supplemental pro forma basis provides a reasonable comparison of the operating results for the periods presented. The comparison assists in understanding the current period segment results including the underlying factors affecting the results of operations, the changes in these factors that occurred in the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011 and the impact of our integration activities. The supplemental pro forma amounts were derived from Graham Packaging’s historical operating results that were previously reported under U.S. GAAP as adjusted for IFRS and from operating results since the date of the acquisition of Graham Packaging. The Graham Packaging pro forma historical operating results for the nine month period ended September 30, 2011 reflect the purchase accounting effects of the acquisition of Graham Packaging.

The supplemental pro forma information is for informational purposes only and is not intended to represent, or to be indicative of, the results of operations that we would have reported had the Graham Packaging Acquisition been completed on January 1, 2011 and should not be taken as being indicative of our future results of operations.

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Revenue.    Revenue was $2,357 million for the nine month period ended September 30, 2012 and $256 million for the nine month period ended September 30, 2011.

On a pro forma basis, revenue would have decreased by $29 million, or 1%, to $2,357 million for the nine month period ended September 30, 2012 compared to an estimated $2,386 million for the nine month period ended September 30, 2011. The estimated decrease in revenue would have been primarily attributable to decreases in unit volume sales to customers as well as an unfavorable foreign currency impact, largely due to the strengthening of the dollar against the euro, the Brazilian real and the Mexican peso, partially offset by an increase in resin pricing passed through to our customers.

Cost of Sales.    Cost of sales was $2,129 million for the nine month period ended September 30, 2012 and $257 million for the nine month period ended September 30, 2011. For the nine month period ended September 30, 2012, raw material costs accounted for 58% of Graham Packaging’s cost of sales compared to 52% for the nine month period ended September 30, 2011.

On a pro forma basis, cost of sales would have increased by $55 million, or 3%, to $2,129 million for the nine month period ended September 30, 2012 compared to an estimated $2,074 million for the nine month period ended September 30, 2011. The estimated increase in cost of sales would have been primarily attributable to an overall increase in raw material and operations costs, and incremental depreciation and amortization of $77 million as a result of the revaluation of fixed assets and identifiable intangible assets in conjunction with the Graham Packaging Acquisition during the prior year period, partially offset by the inventory revaluation impact of $26 million resulting from the purchase accounting for the acquisition. For the nine month period ended September 30, 2011, raw material costs would have accounted for 59% of Graham Packaging’s cost of sales.

Gross Profit (Loss).    For the nine month period ended September 30, 2012, gross profit was $228 million and gross profit margin was 10%. For the nine month period ended September 30, 2011, gross loss was $1 million.

On a pro forma basis, gross profit would have decreased by $84 million, or 27%, to $228 million for the nine month period ended September 30, 2012 compared to an estimated $312 million for the nine month period ended September 30, 2011. Gross profit margin was 10% for the nine month period ended September 30, 2012 compared to an estimated 13% for the nine month period ended September 30, 2011. These estimated decreases would have been driven by the changes in revenue and cost of sales as discussed in the preceding paragraphs.

Graham Packaging’s gross profit is impacted by changes in the costs of raw materials, including resin, and energy-related costs. Graham Packaging purchases most of its raw materials and other input costs on the spot market and generally cannot immediately pass through price increases or declines to certain of its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Graham Packaging’s purchases of raw materials from its suppliers and sales to certain of its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses were $138 million for the nine month period ended September 30, 2012 and $26 million for the nine month period ended September 30, 2011.

On a pro forma basis, selling, marketing and distribution expenses and general and administration expenses would have decreased by $61 million, or 31%, to $138 million for the nine month period ended September 30, 2012 compared to an estimated $199 million for the nine month period ended September 30, 2011. The estimated decrease in selling, marketing and distribution expenses and general and administration expenses would have been primarily attributable to approximately $102 million of acquisition-related costs in the nine month period ended September 30, 2011 in connection with the Graham Packaging Acquisition, partially offset by incremental amortization expense of $43 million related to the fair value of identifiable intangible assets recorded as part of the Graham Packaging Acquisition.

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Net Other.    Net other expense was $59 million for the nine month period ended September 30, 2012 and $3 million for the nine month period ended September 30, 2011. Net other expense for the nine month period ended September 30, 2012 included restructuring costs of $25 million, asset impairment charges of $15 million and business acquisition and integration costs of $14 million. These items have been included in the segment’s Adjusted EBITDA calculation.

On a pro forma basis, net other expense would have decreased by $183 million, or 76%, to $59 million for the nine month period ended September 30, 2012 compared to an estimated $242 million for the nine month period ended September 30, 2011. The estimated decrease in net other expense would have been primarily attributable to a $234 million expense for the termination of income tax receivable agreements during the nine month period ended September 30, 2011, as a result of the Graham Packaging Acquisition, which has been included in the segment’s estimated pro forma Adjusted EBITDA calculation.

Profit (Loss) from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2012 were $31 million, $319 million and $373 million, respectively. Loss from operating activities, EBITDA and Adjusted EBITDA for the nine month period ended September 30, 2011 were $30 million, $2 million and $41 million, respectively.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit (loss) from operating activities to EBITDA and Adjusted EBITDA for the nine month periods ended September 30, 2012 and September 30, 2011 for our Graham Packaging segment is as follows:

	For the nine month  period ended September 30,
	2012		2011(1)(2)
	(In $ million)
Profit (loss) from operating activities		31		(30	)
Depreciation and amortization		288		32
EBITDA		319		2
Included in Graham Packaging segment EBITDA:
Asset impairment charges		15		—
Business acquisition and integration costs		14		1
Change of control payments		—		12
Impact of purchase price accounting on inventories		—		26
Restructuring costs		25		—
Graham Packaging segment Adjusted EBITDA		373		41

(1) Represents the results of operations of Graham Packaging from September 8, 2011 to September 30, 2011.

(2) In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus.

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Year Ended December 31, 2011 Compared with the Year Ended December 31, 2010

Reynolds Group Holdings Limited

	For the Year Ended December 31,
	2011(1)			% of Revenue			2010(2)			% of Revenue			Change			% Change
	(in $ million, except for %)
Revenue		11,789			100	%		6,774			100	%		5,015			74	%
Cost of sales		(9,725	)		(82	)%		(5,524	)		(82	)%		(4,201	)		76	%
Gross profit		2,064			18	%		1,250			18	%		814			65	%
Selling, marketing and distribution expense/General and administration expense		(975	)		(8	)%		(623	)		(9	)%		(352	)		57	%
Net other income (expenses)		(181	)		(2	)%		22			—	%		(203	)		NM
Share of profit of associates and joint ventures, net of income tax		17			—	%		18			—	%		(1	)		(6	)%
Profit from operating activities		925			8	%		667			10	%		258			39	%
Financial income		22			—	%		66			1	%		(44	)		(67	)%
Financial expenses		(1,420	)		(12	)%		(752	)		(11	)%		(668	)		89	%
Net financial expenses		(1,398	)		(12	)%		(686	)		(10	)%		(712	)		104	%
Loss before income tax		(473	)		(4	)%		(19	)		—	%		(454	)		NM
Income tax benefit (expense)		56			—	%		(78	)		(1	)%		134			NM
Loss after income tax		(417	)		(4	)%		(97	)		(1	)%		(320	)		330	%
Depreciation and amortization		972			8	%		504			7	%		468			93	%
RGHL Group EBITDA(3)		1,897			16	%		1,171			17	%		726			62	%
RGHL Group Adjusted EBITDA(3)		2,124			18	%		1,251			18	%		873			70	%

(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2011, the results of Graham Packaging from September 8, 2011 to December 31, 2011 and the results of Dopaco from May 2, 2011 to December 31, 2011. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the full year ended December 31, 2011.

(2) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010. The results of Graham Packaging and Dopaco are not included as those businesses were acquired on September 8, 2011 and May 2, 2011, respectively.

(3) RGHL Group EBITDA is defined as profit from operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with

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IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

As more fully described under “— Overview — Recent Acquisitions and Integration,” we acquired Graham Packaging on September 8, 2011. The results of operations of Graham Packaging have been included in the RGHL Group’s results of operations as a separate segment since the consummation of the Graham Packaging Acquisition. For the year ended December 31, 2011, Graham Packaging’s revenue, loss from operating activities, EBITDA and Adjusted EBITDA included as a separate segment in the RGHL Group’s results were $967 million, $24 million, $105 million and $156 million, respectively.

We acquired Pactiv on November 16, 2010. The operating results of Pactiv’s consumer products and foodservice packaging businesses have been combined with the operating results of our Reynolds Consumer Products and Pactiv Foodservice segments, respectively, since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within each related segment, other than revenue, we are unable to quantify the results of the acquired businesses on a stand-alone basis for the year ended December 31, 2011. However, we have in a number of instances provided Pactiv’s results for the year ended December 31, 2010 to illustrate the magnitude of the impact that the Pactiv Acquisition may have had on our results of operations for the year ended December 31, 2011. For the period from January 1, 2010 to November 16, 2010, Pactiv’s revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA were $3,198 million, $2,464 million, $421 million, $285 million, $455 million and $567 million, respectively. These amounts include IFRS adjustments to Pactiv’s historical results that were previously reported under U.S. GAAP. For the period from January 1, 2011 to November 16, 2011, legacy Pactiv product revenue was $3,494 million. In addition, the operating results of Dopaco have been combined with the operating results of our Pactiv Foodservice segment since May 2, 2011, the date of the Dopaco Acquisition. For the period from May 2, 2011 to December 31, 2011, Dopaco’s revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA included in the results of the Pactiv Foodservice segment were $331 million, $300 million, $9 million, $10 million, $28 million and $45 million, respectively. For further details on the RGHL Group’s acquisitions, refer to note 33 of the RGHL Group’s audited financial statements included elsewhere in this prospectus.

Revenue.    Revenue increased by $5,015 million, or 74%, to $11,789 million for the year ended December 31, 2011 compared to $6,774 million for the year ended December 31, 2010. The increase was largely attributable to incremental revenue generated from the operations of Graham Packaging and Dopaco which were acquired in 2011 and the benefit from the full year results of operations from the acquisition of Pactiv as discussed above. In addition, revenue increased at (a) SIG driven by increased sales in China, Brazil, South Asia and the Middle East, (b) Evergreen driven by increased sales in liquid packaging board and cartons that were partially offset by a decrease in sales of paper products, (c) Closures driven by market growth in North America, China and Japan, (d) Reynolds Consumer Products driven by price increases partially offset by volume declines in tableware and cooking product lines due to lower market demand and (e) Pactiv Foodservice driven by the impact from improved pricing primarily due to the flow-through of resin purchase price increases. Foreign exchange rates had a favorable impact of $128 million largely resulting from the strengthening of the euro, Japanese yen, Mexican peso and Brazilian real against the dollar.

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Cost of Sales.    Cost of sales increased by $4,201 million, or 76%, to $9,725 million for the year ended December 31, 2011 compared to $5,524 million for the year ended December 31, 2010. The increase in cost of sales was largely attributable to the acquired operations of Pactiv, Dopaco and Graham Packaging noted above as well as higher raw material costs. The increases were offset by benefits from actual synergies realized and improved operational performance and a net positive impact of $30 million resulting from the difference in the fair value adjustment of inventories acquired in 2011 compared to 2010. Cost of sales as a percentage of revenue remained relatively flat at 82%. There was an increase in cost of sales as a percentage of revenue at SIG which was more than offset by a decrease in cost of sales as a percentage of revenue at Evergreen and at Pactiv Foodservice. Cost of sales as a percentage of the respective segment revenue at Closures and Reynolds Consumer Products were relatively flat compared to the prior year.

Gross Profit.    Gross profit increased by $814 million, or 65%, to $2,064 million for the year ended December 31, 2011 compared to $1,250 million for the year ended December 31, 2010. However, gross profit margin remained flat at 18% for the year ended December 31, 2011 compared to the year ended December 31, 2010. Increases in raw material costs across all segments and higher depreciation expense resulting from the Pactiv, Dopaco and Graham Packaging acquisitions were offset by benefits from actual synergies realized and improved operational performance as well as the time lag in the pass-through of raw material costs to the customers. Compared to the prior year, gross profit margin declined at SIG and increased at both Evergreen and Pactiv Foodservice. Gross profit margin at both Closures and Reynolds Consumer Products remained unchanged compared to the prior year.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $352 million, or 57%, to $975 million for the year ended December 31, 2011 compared to $623 million for the year ended December 31, 2010. The increase in expenses was primarily attributable to the operations of Pactiv, Dopaco and Graham Packaging. There was an increase in selling, marketing and distribution expenses and general and administration expenses at SIG driven by expanding SIG’s operations in China and Brazil which was more than offset by declines at Reynolds Consumer Products (excluding the acquisition impact) and Pactiv Foodservice (excluding the acquisition impact), reflecting benefits from actual synergies realized as part of the integration of the acquired Pactiv businesses into the RGHL Group. Selling, marketing and distribution expenses and general and administration expenses also reflect an increase of $37 million in pension income and a gain of $25 million recorded in 2011 from the modification of retiree medical plan benefits.

Other.    Net other expense was $181 million for the year ended December 31, 2011 compared to net other income of $22 million for the year ended December 31, 2010. The change was primarily attributable to a $79 million increase in business restructuring costs related to severance, a $73 million increase in business acquisition and integration costs, a $34 million increase in consultancy costs for operational process engineering projects and an increase of $29 million in unrealized losses on open hedge positions for the year ended December 31, 2011 compared to unrealized gains for the year ended December 31, 2010. These increases in net other expenses were partially offset by a reduction of $16 million in asset impairment charges and a reduction of $7 million for a supply agreement termination charge.

Net Financial Expenses.    Net financial expenses increased by $712 million, or 104%, to $1,398 million for the year ended December 31, 2011 compared to $686 million for the year ended December 31, 2010. The increase was largely related to an increase in interest expense of $609 million due to increases in the principal amount of the RGHL Group’s fixed and floating rate borrowings of $4,843 million and $464 million, respectively, as of December 31, 2011 compared to December 31, 2010. Interest rate changes on the floating rate borrowings had no significant impact on net financial expenses for the year ended December 31, 2011. Our total borrowings (net of original issue discount, unamortized debt issuance costs and embedded derivatives) as of December 31, 2011 were $17,146 million compared to $11,842 million as of December 30, 2010. The increase in net financial expenses for the period also included a $64 million increase in the unrealized net loss from the change in fair values of derivatives and increases of $92 million and $36 million in the amortization of debt issuance costs and original issue discounts, respectively, primarily related to the write off of costs related to the Original Senior Secured Credit Facilities that were extinguished. These were partially offset by a $30 million

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decrease in fees associated with the RGHL Group’s debt commitment letters and a $48 million decrease in foreign exchange loss resulting from borrowings denominated in currencies other than the functional currency of the borrowers or issuers.

We are primarily exposed to foreign exchange risk that impacts the reported financial income or financial expenses of the RGHL Group as a result of the remeasurement at each balance sheet date of indebtedness that is denominated in currencies other than the functional currencies of the respective issuers or borrowers. As of December 31, 2011 and 2010, the RGHL Group had dollar-denominated external borrowings of $1,583 million held by entities whose functional currency was the euro. As a result of the changes in the prevailing foreign exchange rates, the RGHL Group recognized a foreign exchange loss in connection with such borrowings during both of the years ended December 31, 2011 and 2010. For more information regarding the RGHL Group’s financial expenses and borrowings, refer to notes 12 and 25, respectively, of the RGHL Group’s audited financial statements, included elsewhere in this prospectus. For more information regarding the sensitivity of the foreign exchange gains and losses on the borrowings, refer to “— Qualitative and Quantitative Disclosure about Market Risk — Foreign Currency Exchange Rate Risk.”

Income Tax Expense.    For the year ended December 31, 2011, we recognized an income tax benefit of $56 million on a loss before income tax of $473 million compared to an income tax expense of $78 million on a loss before income tax of $19 million for the year ended December 31, 2010. The effective tax rate of 12% for the year ended December 31, 2011 differs from the statutory New Zealand rate of 28% primarily due to the impact of non-deductible expenses and permanent differences. For a reconciliation of the effective tax rate, refer to note 13 of the RGHL Group’s audited financial statements, included elsewhere in this prospectus.

Depreciation and Amortization.    Depreciation of property, plant and equipment and investment properties and amortization of intangible assets increased by $468 million, or 93%, to $972 million for the year ended December 31, 2011 compared to $504 million for the year ended December 31, 2010, primarily due to additional depreciation and amortization expense from the Pactiv Acquisition, the Dopaco Acquisition and the Graham Packaging Acquisition.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were $925 million, $1,897 million and $2,124 million, respectively, compared to $667 million, $1,171 million and $1,251 million, respectively, for the year ended December 31, 2010.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the RGHL Group is as follows:

	For the Year  Ended December 31,
	2011(1)			2010(2)
	(In $ million)
Profit from operating activities		925			667
Depreciation and amortization		972			504
EBITDA(3)		1,897			1,171
Included in the RGHL Group EBITDA:
Adjustment related to settlement of a lease obligation		—			(2	)
Asset impairment charges		12			28
Black Liquor Credit		—			(10	)
Business acquisition and integration costs		85			12
Business interruption costs		2			2
Change in control payment		12			—
CSI Americas gain on acquisition		—			(10	)
Gain on modification of retiree medical plan benefits		(25	)		—
Equity method profit not distributed in cash		(10	)		(14	)
Gain on sale of businesses and investment properties		(5	)		(16	)
Impact of purchase price accounting on inventories and leases		32			63
Non-cash pension income		(42	)		(5	)
Non-cash inventory charge		3			—
Operational process engineering-related consultancy costs		42			8
Related party management fees		—			1
Restructuring costs		88			9
SEC registration costs		6			—
Termination of supply agreement		—			7
Unrealized (gain) loss on derivatives		26			(3	)
VAT and custom duties on historical imports		1			10
RGHL Group Adjusted EBITDA(3)		2,124			1,251
Segment detail of Adjusted EBITDA:
SIG		483			513
Evergreen		217			196
Closures		195			170
Reynolds Consumer Products		556			299
Pactiv Foodservice		549			81
Graham Packaging		156			—
Corporate/unallocated		(32	)		(8	)
RGHL Group Adjusted EBITDA(3)		2,124			1,251

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(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2011, the results of Graham Packaging from September 8, 2011 to December 31, 2011 and the results of Dopaco from May 2, 2011 to December 31, 2011. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the full year ended December 31, 2011.

(2) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010. The results of Graham Packaging and Dopaco are not included as those businesses were acquired on September 8, 2011 and May 2, 2011, respectively.

(3) RGHL Group EBITDA is defined as profit (loss) from continuing operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit (loss) from continuing operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA, Adjusted EBITDA and other pro forma measures of Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

SIG Segment

	For the Year Ended December 31,
	2011			% of Segment Revenue			2010			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		2,036			100	%		1,846			100	%		190			10	%
Cost of sales		(1,597	)		(78	)%		(1,382	)		(75	)%		(215	)		16	%
Gross profit		439			22	%		464			25	%		(25	)		(5	)%
Selling, marketing and distribution expense/General and administration expense		(260	)		(13	)%		(235	)		(13	)%		(25	)		11	%
Net other income		26			1	%		22			1	%		4			18	%
Profit from operating activities		220			11	%		267			14	%		(47	)		(18	)%
SIG segment EBITDA		480			24	%		510			28	%		(30	)		(6	)%
SIG segment Adjusted EBITDA		483			24	%		513			28	%		(30	)		(6	)%

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Revenue.    Revenue increased by $190 million, or 10%, to $2,036 million for the year ended December 31, 2011 compared to $1,846 million for the year ended December 31, 2010. As discussed in more detail below, the increase in revenue was attributable to higher sales volume of $178 million largely from sales in China, Brazil, South Asia and the Middle East, incremental revenue of $26 million generated from the operations of the Whakatane paper mill, which was acquired in May 2010, and a favorable foreign currency impact of $85 million largely due to the strengthening of the euro against the dollar. These increases were partially offset by $99 million of lower average sales prices from the growing market for smaller sleeve formats, particularly in China, increasing regional competition with the entry of new manufacturers in the aseptic packaging market and higher volume driven rebates.

Revenue in Europe increased by $52 million, or 5%, to $1,141 million for the year ended December 31, 2011 compared to $1,089 million for the year ended December 31, 2010 primarily driven by a favorable foreign currency impact of $50 million due to the strengthening of the euro against the dollar.

Revenue in the rest of the world increased by $138 million, or 18%, to $895 million for the year ended December 31, 2011 compared to $757 million for the year ended December 31, 2010. The increase was primarily related to higher volumes due to market growth in China and gains in market share in Brazil, South Asia and the Middle East as well as incremental revenue generated from the operations of the Whakatane paper mill that was acquired in May 2010. As a result of increased demand for aseptic packaging products, we expanded our plant in China and constructed a new plant in Brazil. Despite volume growth, revenue was negatively impacted by lower pricing in Asia, mainly China, due to the growing market for smaller sleeve cartons, increasing regional competition with the entry of new manufacturers in the aseptic packaging market and higher volume driven rebates. In addition, revenue increased by $35 million due to favorable foreign currency impacts, largely due to the strengthening of the Chinese yuan renminbi, Brazilian real, Thai baht and New Zealand dollar against the dollar.

Cost of Sales.    Cost of sales increased by $215 million, or 16%, to $1,597 million for the year ended December 31, 2011 compared to $1,382 million for the year ended December 31, 2010. The increase in cost of sales was mainly attributable to an increase of $82 million of higher sales volume and an increase of $73 million in raw material costs, primarily resin and aluminum. For the years ended December 31, 2011 and 2010, raw material costs accounted for 65% and 63% of SIG’s cost of sales, respectively. Unfavorable foreign currency impacts due to the strengthening of the euro against the dollar also increased cost of sales by $60 million.

Gross Profit.    Gross profit decreased by $25 million, or 5%, to $439 million for the year ended December 31, 2011 compared to $464 million for the year ended December 31, 2010 and gross profit margin decreased to 22% for the year ended December 31, 2011 compared to 25% for the year ended December 31, 2010. The decrease in gross profit and gross profit margin is primarily due to the increase in raw material costs, mainly resin and aluminum, which SIG has not been able to pass through to its customers. The increase in raw material costs accounted for approximately 4 percentage points of the gross profit margin decline.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $25 million, or 11%, to $260 million for the year ended December 31, 2011 compared to $235 million for the year ended December 31, 2010. The increase is primarily due to unfavorable foreign currency impact of $13 million primarily related to the strengthening of the euro against the dollar. The remaining increase is mainly a result of market expansion in China and Brazil.

Net Other.    Net other income increased by $4 million to $26 million for the year ended December 31, 2011 compared to $22 million for the year ended December 31, 2010. The increase is mainly due to a $9 million decline in restructuring expenses related to redundancy and consulting costs.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were $220 million, $480 million and $483 million, respectively, compared to $267 million, $510 million and $513 million, respectively, for the year ended December 31, 2010.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the SIG segment is as follows:

	For the Year Ended December 31,
	2011			2010
	(In $ million)
Profit from operating activities		220			267
Depreciation and amortization		260			243
EBITDA		480			510
Included in SIG segment EBITDA:
Asset impairment charges (reversals)		4			(1	)
Business interruption costs		2			—
Equity method profit not distributed in cash		(8	)		(11	)
Gain on sale of businesses and investment properties		—			(6	)
Restructuring costs		2			11
Unrealized loss on derivatives		2			—
VAT and custom duties on historical imports		1			10
SIG segment Adjusted EBITDA		483			513

Evergreen Segment

	For the Year Ended December 31,												Change			% Change
	2011			% of Segment Revenue			2010			% of Segment Revenue
	(In $ million, except for %)
Segment revenue		1,603			100	%		1,583			100	%		20			1	%
Cost of sales		(1,379	)		(86	)%		(1,374	)		(87	)%		(5	)		—	%
Gross profit		224			14	%		209			13	%		15			7	%
Selling, marketing and distribution expense/General and administration expense		(102	)		(6	)%		(94	)		(6	)%		(8	)		9	%
Net other income		33			2	%		27			2	%		6			22	%
Profit from operating activities		157			10	%		144			9	%		13			9	%
Evergreen segment EBITDA		217			14	%		206			13	%		11			5	%
Evergreen segment Adjusted EBITDA		217			14	%		196			12	%		21			11	%

Revenue.    Revenue increased by $20 million, or 1%, to $1,603 million for the year ended December 31, 2011 compared to $1,583 million for the year ended December 31, 2010. This increase was largely attributable to a $25 million increase in external sales of liquid packaging board and an increase of $20 million in sales of cartons, partially offset by a decrease of $25 million in sales of paper products. The increase in sales of liquid packaging board is due to higher sales prices of $32 million as a result of the pass-through of raw material price fluctuations to customers, partially offset by an impact of $7 million attributable to lower sales volumes. The increase in sales of cartons is due to $32 million in higher prices as a result of the pass-through of raw material cost increases to customers partially offset by an impact of $12 million attributable to lower sales volumes. The decline in sales of paper products is comprised of a decrease of $43 million due to lower sales volumes attributable to lower demand in the market, which was offset by an increase of $18 million as pricing improved in the current period.

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Cost of Sales.    Cost of sales increased by $5 million to $1,379 million for the year ended December 31, 2011 compared to $1,374 million for the year ended December 31, 2010. This increase in cost of sales is mainly attributable to the recognition of $10 million of Black Liquor Credit for the year ended December 31, 2010. No Black Liquor Credit was recognized for the year ended December 31, 2011. For further information on Black Liquor Credit, see “— Key Factors Influencing Our Financial Condition and Results of Operations — Raw Materials and Energy Prices.”

Excluding the impact of Black Liquor Credit, cost of sales would have decreased by $5 million to $1,379 million for the year ended December 31, 2011 compared to $1,384 million for the year ended December 31, 2010. This decrease in cost of sales was mainly due to a $73 million decrease related to lower sales volume in liquid packaging board, paper products, and cartons partially offset by a $68 million increase in raw material costs, primarily resin, and other input costs, primarily specialty chemicals. For the years ended December 31, 2011 and 2010, raw material costs accounted for 44% and 41% of Evergreen’s cost of sales, respectively.

Gross Profit.    Gross profit increased by $15 million, or 7%, to $224 million for the year ended December 31, 2011 compared to $209 million for the year ended December 31, 2010. Excluding the impact of Black Liquor Credit, gross profit would have increased by $25 million, or 13%, to $224 million for the year ended December 31, 2011 compared to $199 million for the year ended December 31, 2010. Gross profit margin increased to 14% for the year ended December 31, 2011 compared to 13% for the year ended December 31, 2010. The increase in gross profit and gross profit margin was largely due to higher sales prices and productivity efficiencies, partially offset by higher costs for raw materials and other input costs as a result of the lag time between the purchase of raw materials by Evergreen and the pass-through of raw material price fluctuations to certain of its customers.

Evergreen’s gross profit has been in the past, and will continue to be in the future, impacted by changes in the costs of raw materials, including wood fiber, resin, commodity chemicals, and energy, including fuel oil, electricity, natural gas and coal. Evergreen purchases most of its raw materials and other input costs on the spot market and generally cannot immediately pass through price increases or declines to certain of its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Evergreen’s purchases of raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $8 million, or 9%, to $102 million for the year ended December 31, 2011 compared to $94 million for the year ended December 31, 2010, due to $4 million of increased spending on marketing and new product development and $4 million of higher compensation costs, primarily as additional positions were filled.

Net Other.    Net other income increased by $6 million, or 22%, to $33 million for the year ended December 31, 2011 compared to $27 million for the year ended December 31, 2010, primarily due to increases in by-product sales of $4 million and landfill tipping fees of $5 million earned in 2011.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were $157 million, $217 million and $217 million, respectively, compared to $144 million, $206 million and $196 million, respectively, for the year ended December 31, 2010.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the Evergreen segment is as follows:

	For the Year Ended December 31,
	2011			2010
	(In $ million)
Profit from operating activities		157			144
Depreciation and amortization		60			62
EBITDA		217			206
Included in Evergreen segment EBITDA:
Black Liquor Credit		—			(10	)
Business acquisition costs		—			1
Equity method profit not distributed in cash		(2	)		(3	)
Gain on sale of businesses and investment properties		—			(2	)
Operational process engineering-related consultancy costs		—			2
Related party management fees		—			1
Unrealized loss on derivatives		2			1
Evergreen segment Adjusted EBITDA		217			196

Closures Segment

	For the Year Ended December 31,												Change			% Change
	2011			% of Segment Revenue			2010			% of Segment Revenue
	(In $ million, except for %)
Segment revenue		1,329			100	%		1,174			100	%		155			13	%
Cost of sales		(1,122	)		(84	)%		(989	)		(84	)%		(133	)		13	%
Gross profit		207			16	%		185			16	%		22			12	%
Selling, marketing and distribution expense/General and administration expense		(95	)		(7	)%		(96	)		(8	)%		1			(1	)%
Net other income (expense)		(2	)		—	%		7			1	%		(9	)		NM
Profit from operating activities		110			8	%		96			8	%		14			15	%
Closures segment EBITDA		191			14	%		175			15	%		16			9	%
Closures segment Adjusted EBITDA		195			15	%		170			14	%		25			15	%

Revenue.    Revenue increased by $155 million, or 13%, to $1,329 million for the year ended December 31, 2011 compared to $1,174 million for the year ended December 31, 2010. As discussed in more detail below, $84 million of this increase in revenue was due to increased sales volumes, primarily attributable to market share growth in North America and China and in Japan following the recovery from the natural disaster in March 2011. Favorable foreign currency impact also increased revenue by $43 million, primarily due to the strengthening of the Japanese yen, Mexican peso, euro and Brazilian real against the dollar.

Closures’ revenue is also impacted by changes in product mix and pricing related to the pass-through of resin price increases to customers. Within its beverage caps and closures market, Closures sells both short-height and traditional standard-height one-piece and two-piece plastic closures. Prices are generally lower on the short-height closure compared to the traditional standard-height closure, therefore product mix in the period directly impacts revenue. In addition, contractual price adjustments with customers do not occur simultaneously with

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actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-annual or other basis. Therefore, due to the differences in timing between Closures’ purchase of resin from its suppliers and sales of closures to its customers, pricing related to the pass-through of resin price fluctuations to customers also directly impacts revenue. The net increase in revenue as a result of changes in product mix, and pricing related to the pass-through of resin price increases to customers, was $28 million.

Revenue from North America increased by $92 million, or 20%, to $555 million for the year ended December 31, 2011 compared to $463 million for the year ended December 31, 2010. Higher sales volumes, primarily due to growth in market share, contributed $60 million to the increase in revenue. The growth in market share was primarily due to the CSI Americas acquisition in February 2010, additional market share gained from existing competitors and new product expansion. The net increase in revenue as a result of changes in product mix and pricing related to the pass-through of resin price increases to customers was $28 million. Favorable foreign currency impact also increased revenue by $4 million, primarily due to the strengthening of the Mexican peso against the dollar.

Revenue from the rest of the world increased by $63 million, or 9%, to $774 million for the year ended December 31, 2011 compared to $711 million for the year ended December 31, 2010. Higher sales volume, primarily due to growth in market share in China and market penetration in Japan following the recovery from the natural disaster in March 2011, contributed $19 million to the increase in revenue. Favorable foreign currency impact also contributed $39 million to the increase in revenue, which was primarily due to the strengthening of the Japanese yen, euro and Brazilian real against the dollar. The net increase in revenue as a result of changes in product mix, and pricing related to the pass-through of resin price increases to customers, was $5 million.

Cost of Sales.    Cost of sales increased by $133 million, or 13%, to $1,122 million for the year ended December 31, 2011 compared to $989 million for the year ended December 31, 2010. Increased sales volume, as discussed above, resulted in an increase of $67 million in cost of sales. In addition, unfavorable foreign currency impact, primarily due to the strengthening of the Japanese yen, Mexican peso, euro, and Brazilian real against the dollar, increased cost of sales by $38 million. Closures’ cost of sales is also impacted by changes in product mix and raw material costs. Gross raw materials costs, primarily resin, increased by $107 million for the year ended December 31, 2011 compared to the year ended December 31, 2010, a significant portion of which was passed through to Closures’ customers as discussed above. The net increase in cost of sales as a result of changes in product mix and raw material costs was $30 million. For the years ended December 31, 2011 and 2010, raw material costs accounted for 61% and 59% of Closures’ cost of sales, respectively.

Gross Profit.    Gross profit increased by $22 million, or 12%, to $207 million for the year ended December 31, 2011 compared to $185 million for the year ended December 31, 2010 and gross profit margin remained flat at 16%.

Higher sales volumes, primarily due to growth in market share, increased gross profit by $17 million. In addition, favorable foreign currency impact also increased gross profit by $5 million primarily due to the strengthening of the Japanese yen, Mexican peso, euro and Brazilian real against the dollar. These increases were partially offset by the impact of increased raw material costs and the lag in the pass-through of resin price increases to customers as discussed above.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses slightly decreased to $95 million for the year ended December 31, 2011 compared to $96 million for the year ended December 31, 2010.

Net Other.    Other expenses increased by $9 million to $2 million compared to other income of $7 million for the year ended December 31, 2010. The increase is mainly attributable to a $10 million gain on acquisition from the purchase of CSI Americas in February 2010, a $2 million increase in restructuring costs related to Closures’ business in Germany and the consolidation of one plant in North America, offset by a $5 million gain on sale of one of Closures’ businesses in Europe. These items have been included in the segment’s Adjusted EBITDA calculation.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were

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$110 million, $191 million and $195 million, respectively, compared to $96 million, $175 million and $170 million, respectively, for the year ended December 31, 2010.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the Closures segment is as follows:

	For the Year Ended December 31,
	2011			2010
	(In $ million)
Profit from operating activities		110			96
Depreciation and amortization		81			79
EBITDA		191			175
Included in Closures segment EBITDA:
Asset impairment charges		1			—
Business acquisition costs		—			1
Business interruption costs		1			2
CSI Americas gain on acquisition		—			(10	)
Gain on sale of business		(5	)		—
Restructuring costs		5			3
Unrealized (gain) loss on derivatives		2			(1	)
Closures segment Adjusted EBITDA		195			170

Reynolds Consumer Products Segment

	For the Year ended December 31,												Change			% Change
	2011			% of Segment Revenue			2010			% of Segment Revenue
	(In $ million, except for %)
Segment revenue		2,559			100	%		1,378			100	%		1,181			86	%
Cost of sales		(1,948	)		(76	)%		(1,051	)		(76	)%		(897	)		85	%
Gross profit		611			24	%		327			24	%		284			87	%
Selling, marketing and distribution expense/General and administration expense		(215	)		(8	)%		(116	)		(8	)%		(99	)		85	%
Net other income (expense)		(43	)		(2	)%		3			—	%		(46	)		NM
Profit from operating activities		353			14	%		214			16	%		139			65	%
Reynolds Consumer Products segment EBITDA		503			20	%		276			20	%		227			82	%
Reynolds Consumer Products segment Adjusted EBITDA		556			22	%		299			22	%		257			86	%

We acquired Pactiv on November 16, 2010. The operating results of the Hefty consumer products business have been combined with the operating results of the Reynolds consumer products business since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within the Reynolds Consumer Products segment, other than revenue, we are unable to quantify the results of the Hefty consumer products business on a stand-alone basis for the year ended December 31, 2011. However, we have in a number of instances provided the results of Pactiv’s Hefty consumer products business for the year ended December 31, 2010 to illustrate the magnitude of the impact that the Pactiv Acquisition may have had on

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the results of operations for the year ended December 31, 2011. For the period from January 1, 2010 to November 16, 2010, revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA for the Hefty consumer products business were $1,162 million, $823 million, $141 million, $198 million, $253 million and $264 million, respectively. These amounts include IFRS adjustments to Pactiv’s historical results that were previously reported under U.S. GAAP. For the period from January 1, 2011 to November 16, 2011 the legacy Hefty consumer products revenue was $1,177 million.

The following discussion of our Reynolds Consumer Products operating results provides comparisons of our reported results for the periods ended December 31, 2011 and December 31, 2010 as well as comparisons on a supplemental pro forma basis as if the pre-acquisition operating results of the Hefty consumer products business had been included in the operating results of the Reynolds Consumer Products segment for the twelve months ended December 31, 2010. We acquired the Hefty consumer products business in November 2010. Given the relative size and timing of this acquisition, we believe a discussion of the results on a supplemental pro forma basis provides a reasonable comparison of the operating results for the periods presented. This comparison assists in understanding the current period segment results, including the underlying factors affecting the results of operations, the changes in these factors that occurred in 2011 compared to 2010 and the impact of our integration activities. The supplemental pro forma amounts were derived from Pactiv’s historical results that were previously reported under U.S. GAAP as adjusted for IFRS. The Hefty consumer products pre-acquisition historical operating results have not been adjusted for the pro forma purchase accounting effects of our acquisition of the Hefty consumer products business.

This supplemental pro forma information is for informational purposes only and is not intended to represent or to be indicative of the results of operations that we would have reported had the Pactiv Acquisition been completed on January 1, 2010 and should not be taken as being indicative of our future results of operations.

The discussions below also include references to actual cost saving synergies that have been achieved during the period ended December 31, 2011 as a result of integrating the Hefty consumer products business into the Reynolds Consumer Products segment. These actual benefits realized resulted from a combination of cost savings, including procurement, distribution efficiencies and integration of the sales force and various administration functions across the combined segment. The benefits are measured based on clear and quantifiable measures, such as observable reductions in fixed overhead costs, the elimination of distribution costs and the elimination of salaries and benefits related to headcount reductions across the segment.

Revenue.    Revenue increased by $1,181 million, or 86%, to $2,559 million for the year ended December 31, 2011 compared to $1,378 million for the year ended December 31, 2010. This increase was largely attributable to revenue from the Hefty consumer products business that was acquired as part of the Pactiv Acquisition in November 2010.

If the results of the Hefty consumer products business had been included in the results of the Reynolds Consumer Products segment for the year ended December 31, 2010, we estimate that revenue would have increased by $19 million, or 1%, to $2,559 million for the year ended December 31, 2011. The increase in revenue would have been attributable to price increases across all product groups due to rising raw material costs that would have been partially offset by volume declines in our tableware and cooking product lines due to lower market demand.

Cost of Sales.    Cost of sales increased by $897 million, or 85%, to $1,948 million for the year ended December 31, 2011 compared to $1,051 million for the year ended December 31, 2010. The increase in cost of sales is attributable to the Hefty consumer products business which was acquired as part of the Pactiv Acquisition, including increased depreciation expense of $61 million.

If the results of the Hefty consumer products business had been included in the results of the Reynolds Consumer Products segment for the year ended December 31, 2010, we estimate that cost of sales would have increased by $74 million to $1,948 million for the year ended December 31, 2011. This increase would have been largely attributable to increased raw material costs of approximately $140 million, primarily related to resin and aluminum. The increase in raw material costs would have been partially offset by actual synergies resulting from the Pactiv Acquisition and productivity efficiencies.

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Reynolds Consumer Products experienced increases in raw material costs. For the years ended December 31, 2011 and 2010, raw material costs accounted for 63% and 58% of Reynolds Consumer Products’ cost of sales, respectively.

Gross Profit.    Gross profit increased by $284 million, or 87%, to $611 million for the year ended December 31, 2011 compared to $327 million for the year ended December 31, 2010, while gross profit margin remained flat at 24%. For the period from January 1, 2010 to November 16, 2010, the gross profit of the Hefty consumer products business was $339 million.

If the results of the Hefty consumer products business had been included in the results of the Reynolds Consumer Products segment for the year ended December 31, 2010, we estimate that gross profit would have decreased by $55 million to $611 million and gross profit margin would have decreased to 24% compared to 26% for the year ended December 31, 2010. The decrease in the gross profit margin would have been primarily due to the increase in raw material costs, mainly resin and aluminum, that Reynolds Consumer Products had not been able to fully pass through to its customers partially offset by benefits from actual synergies resulting from the Pactiv Acquisition.

Reynolds Consumer Products’ gross profit has been in the past, and will continue to be in the future, impacted by changes in the costs of raw materials, including resin and aluminum. Reynolds Consumer Products generally cannot immediately pass through price increases or declines to its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. For most resin based products, there is a lag time between the purchase of raw materials by Reynolds Consumer Products and the pass through of raw material price fluctuations to customers. For aluminum based products, contracts with customers do not contain contractual price protection for raw material cost fluctuations. Due to the differences in timing between Reynolds Consumer Products’ purchases of resin from its suppliers and sales to its customers, there is often a lead-lag impact, during which margins are negatively impacted in periods of rising resin prices and positively impacted in periods of falling resin prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $99 million, or 85%, to $215 million for the year ended December 31, 2011 compared to $116 million for the year ended December 31, 2010. This increase was primarily attributable to the Hefty consumer products business.

If the results of the Hefty consumer products business had been included in the results of the Reynolds Consumer Products segment for the year ended December 31, 2010, we estimate that selling, marketing and distribution expenses and general and administration expenses would have decreased by $42 million to $215 million for the year ended December 31, 2011. The decrease in selling, marketing and distribution expenses and general and administration expenses would have been attributable to decreased advertising spending and benefits from the actual synergies realized as part of the integration of the Hefty consumer products business into the Reynolds Consumer Products segment.

Net Other.    Net other expense was $43 million for the year ended December 31, 2011 compared to net other income of $3 million for the year ended December 31, 2010. The change is mainly attributable to an increase of $19 million of net unrealized losses on open hedge positions, an increase of $15 million in restructuring costs related to severance and an increase of $11 million in operational process engineering-related consultancy costs. These items have been included in the segment’s Adjusted EBITDA calculation. As discussed in more detail in “— Key Factors Influencing our Financial Condition and Results of Operations,” we expect to incur additional costs of this type in 2012.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were $353 million, $503 million and $556 million, respectively, compared to $214 million, $276 million and $299 million, respectively, for the year ended December 31, 2010. If the results of the Hefty consumer products business had been included in the results of the Reynolds Consumer Products segment for the year ended December 31, 2010, we estimate that Adjusted EBITDA for the year ended December 31, 2010 would have been $563 million.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the Reynolds Consumer Products segment is as follows:

	For the Year Ended December 31,
	2011			2010
	(In $ million)
Profit from operating activities		353			214
Depreciation and amortization		150			62
EBITDA		503			276
Included in Reynolds Consumer Products segment EBITDA:
Adjustment related to settlement of a lease obligation		—			(2	)
Business acquisition and integration costs		5			—
Business interruption recoveries		(1	)		—
Impact of purchase price accounting on inventories and leases		—			25
Non-cash pension expense		3			—
Non-cash inventory charge		1			—
Operational process engineering-related consultancy costs		17			6
Restructuring costs (recoveries)		11			(4	)
Unrealized (gain) loss on derivatives		17			(2	)
Reynolds Consumer Products segment Adjusted EBITDA		556			299

Pactiv Foodservice Segment

	For the Year Ended December 31,
	2011			% of Segment Revenue			2010			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		3,448			100	%		924			100	%		2,524			273	%
Cost of sales		(2,924	)		(85	)%		(859	)		(93	)%		(2,065	)		240	%
Gross profit		524			15	%		65			7	%		459			706	%
Selling, marketing and distribution expense/General and administration expense		(278	)		(8	)%		(80	)		(9	)%		(198	)		248	%
Net other expense		(124	)		(4	)%		(26	)		(3	)%		(98	)		377	%
Profit (loss) from operating activities		122			4	%		(41	)		(4	)%		163			NM
Pactiv Foodservice segment EBITDA		414			12	%		17			2	%		397			NM
Pactiv Foodservice segment Adjusted EBITDA		549			16	%		81			9	%		468			578	%

We acquired Pactiv on November 16, 2010. The operating results of the Pactiv foodservice packaging business have been combined with the operating results of the Reynolds foodservice packaging business since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within the Pactiv Foodservice segment, other than revenue, we are unable to quantify the results of the Pactiv foodservice packaging business on a stand-alone basis for the year ended December 31, 2011. However, we have in a number of instances provided the results of the Pactiv foodservice packaging business for the year ended December 31, 2010 to illustrate the magnitude of the impact that the Pactiv Acquisition may have had on the results of operations for the year ended December 31, 2011. For the period from January 1, 2010 to November 16, 2010, revenue, cost of sales, selling, marketing and distribution expenses/general and

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administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA for the Pactiv foodservice packaging business were $2,036 million, $1,640 million, $215 million, $153 million, $261 million and $315 million, respectively. These amounts include IFRS adjustments to Pactiv’s historical results that were previously reported under U.S. GAAP. For the period from January 1, 2011 to November 16, 2011 the legacy Pactiv foodservice product revenue was $2,317 million.

The following discussion of our Pactiv Foodservice operating results provides comparisons of our reported results for the periods ended December 31, 2011 and December 31, 2010 as well as comparisons on a supplemental pro forma basis as if the pre-acquisition operating results of the Pactiv foodservice packaging business had been included in the operating results of the Pactiv Foodservice segment for the twelve months ended December 31, 2010. We acquired the Pactiv foodservice packaging business in November 2010. Given the relative size and timing of this acquisition, we believe a discussion of the results on a supplemental pro forma basis provides a reasonable comparison of the operating results for the periods presented. This comparison assists in understanding the current period segment results including the underlying factors affecting the results of operations, the changes in these factors that occurred in 2011 compared to 2010 and the impact of our integration activities. The supplemental pro forma amounts were derived from Pactiv’s historical results that were previously reported under U.S. GAAP as adjusted for IFRS. The Pactiv foodservice packaging business pre-acquisition historical operating results have not been adjusted for the pro forma purchase accounting effects of our acquisition of the Pactiv foodservice packaging business.

This supplemental pro forma information is for informational purposes only and is not intended to represent or to be indicative of the results of operations that we would have reported had the Pactiv Acquisition been completed on January 1, 2010 and should not be taken as being indicative of our future results of operations.

The discussions below also include references to actual cost saving synergies that have been achieved during the period ended December 31, 2011 as a result of integrating the Pactiv foodservice packaging business into the Pactiv Foodservice segment. These actual benefits realized resulted from a combination of cost savings, including procurement, distribution efficiencies, plant rationalization and integration of the sales force and various administration functions across the combined segment. The benefits are measured based on clear and quantifiable measures, such as observable reductions in fixed overhead costs, the elimination of costs specific to production facilities that have been closed and the elimination of salaries and benefits related to headcount reductions across the segment.

We acquired Dopaco on May 2, 2011. The operating results of Dopaco have been included in the Pactiv Foodservice segment since the date of the Dopaco Acquisition. For the period from May 2, 2011 to December 31, 2011, Dopaco’s revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA were $331 million, $300 million, $9 million, $10 million, $28 million and $45 million, respectively.

Revenue.    Revenue increased by $2,524 million, or 273%, to $3,448 million for the year ended December 31, 2011 compared to $924 million for the year ended December 31, 2010. This increase was attributable to the revenue from foam, tableware, and specialty products generated from the operations of the Pactiv foodservice packaging business that was acquired as part of the Pactiv Acquisition in November 2010. Prior to this acquisition, none of these products were offered by the Reynolds foodservice packaging business. Clear plastics, paper and aluminum product offerings were also significantly expanded as a result of the Pactiv Acquisition.

If the results of the Pactiv foodservice packaging business had been included in the results of the Pactiv Foodservice segment for the year ended December 31, 2010, we estimate that revenue would have increased by $488 million, or 16%, to $3,448 million for the year ended December 31, 2011. This revenue increase would have been attributable to incremental revenue of $331 million generated from the operations of Dopaco, incremental revenue of $34 million related to the integration of a clear plastic business acquired by Pactiv in April 2010, and a $296 million impact from improved pricing primarily due to the pass-through of resin purchase price increases. These increases were partially offset by declines of $128 million due to lower volumes primarily as a result of exiting non-strategic product lines and $39 million due to the transfer of certain operations to our Reynolds Consumer Products segment on January 1, 2011.

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Cost of Sales.    Cost of sales increased by $2,065 million, or 240%, to $2,924 million for the year ended December 31, 2011 compared to $859 million for the year ended December 31, 2010. The increase is primarily attributable to the cost of sales incurred by the Pactiv foodservice packaging business and the Dopaco business which was acquired as part of the Pactiv Acquisition and the Dopaco Acquisition, respectively, including increased depreciation expense of $164 million as a result of property, plant and equipment acquired at fair value.

Pactiv Foodservice experienced increases in the purchase price of raw materials, primarily resin, aluminum and paper, for the year ended December 31, 2011 compared to the year ended December 31, 2010. Raw material costs accounted for 63% and 61% of Pactiv Foodservice’s cost of sales, respectively, for those periods. Raw material costs for the year ended December 31, 2011 increased by $1,317 million compared to the year ended December 31, 2010, primarily due to the incremental volume attributable to the Pactiv Acquisition and the Dopaco Acquisition, partially offset by benefits from actual synergies realized from these acquisitions.

If the results of the Pactiv foodservice packaging business had been included in the results of the Pactiv Foodservice segment for the year ended December 31, 2010, we estimate that cost of sales would have increased by $425 million, or 17%, to $2,924 million for the year ended December 31, 2011. This cost of sales increase would have been attributable to incremental cost of sales of $300 million incurred by Dopaco, incremental cost of sales of $30 million related to the integration of a clear plastic business acquired by Pactiv in April 2010 and the remaining increase would have been primarily attributable to the impact of higher raw material costs.

Gross Profit.    Gross profit increased by $459 million, or 706%, to $524 million for the year ended December 31, 2011 compared to $65 million for the year ended December 31, 2010 and gross profit margin increased to 15% for the year ended December 31, 2011 compared to 7% for the year ended December 31, 2010, which reflects the impact of the Pactiv foodservice packaging business acquired in the Pactiv Acquisition.

If the Pactiv foodservice packaging business had been included in the results of the Pactiv Foodservice segment for the year ended December 31, 2010, we estimate the gross profit margin would have declined slightly to 15% for the year ended December 31, 2011 compared to 16% for the year ended December 31, 2010 primarily due to the increase in depreciation expense as a result of property, plant and equipment acquired at fair value as discussed above, offset by actual synergies realized, productivity efficiencies and improved net pricing.

Pactiv Foodservice’s gross profit has been, and will continue to be, impacted by changes in the costs of raw materials, including resin, aluminum and paper. Pactiv Foodservice generally cannot immediately pass through price increases or declines to its customers because the price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Pactiv Foodservice’s purchases of raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, during which margins are negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $198 million, or 248%, to $278 million for the year ended December 31, 2011 compared to $80 million for the year ended December 31, 2010, primarily due to expenses attributable to the Pactiv foodservice packaging business.

If the Pactiv foodservice packaging business had been included in the results of the Pactiv Foodservice segment for the year ended December 31, 2010, we estimate that selling, marketing and distribution expenses and general and administration expenses would have decreased by $17 million to $278 million for the year ended December 31, 2011 compared to the year ended December 31, 2010. The decrease in selling, marketing and distribution expenses and general and administration expenses would have been largely attributable to benefits from both actual synergies realized and cost saving initiatives partially offset by increased intangible asset amortization expense incurred during the year ended December 31, 2011, resulting from the Pactiv Acquisition.

Net Other.    Net other expenses increased by $98 million to $124 million for the year ended December 31, 2011 compared to $26 million for the year ended December 31, 2010. The increase is mainly attributable to an increase of $49 million in restructuring costs primarily related to severance, business acquisition and integration costs of $45 million, a charge of $21 million related to operational process engineering-related consultancy costs,

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a decrease of $8 million from a gain on sale of businesses and an increase of $4 million in unrealized losses on open hedge positions. These increases to net other expenses were partially offset by a reduction of $22 million in asset impairment charges and a reduction of $7 million on a supply termination charge. These items have been included in the segment’s Adjusted EBITDA calculation.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2011 were $122 million, $414 million and $549 million, respectively, compared to loss from operating activities, EBITDA and Adjusted EBITDA of $41 million, $17 million and $81 million, respectively, for the year ended December 31, 2010.

If the Pactiv foodservice packaging business had been included in the results of the Pactiv Foodservice segment for the year ended December 31, 2010, we estimate that Adjusted EBITDA for the year ended December 31, 2010 would have been $396 million.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit (loss) from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 for the Pactiv Foodservice segment is as follows:

	For the year ended December 31,
	2011		2010
	(In $ million)
Profit (loss) from operating activities		122		(41	)
Depreciation and amortization		292		58
EBITDA		414		17
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges		7		29
Business acquisition and integration costs		45		—
Gain on sale of businesses and investment properties		—		(8	)
Impact of purchase price accounting on inventories and leases		5		38
Non-cash pension expense		4		—
Non-cash inventory charge		2		—
Operational process engineering-related consultancy costs		21		—
Restructuring costs (recoveries)		48		(1	)
Termination of supply agreement		—		7
Unrealized (gain) loss on derivatives		3		(1	)
Pactiv Foodservice segment Adjusted EBITDA		549		81

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Graham Packaging

	For the period ended December 31, 2011			% of  segment revenue
(In $ million, except for %)
Segment revenue	$	967			100	%
Cost of sales		(905	)		(94	)%
Gross profit		62			6	%
Selling, marketing and distribution expense/General and administration expense		(72	)		(7	)%
Net other expense		(14	)		(1	)%
Loss from operating activities		(24	)		(2	)%
Graham Packaging segment EBITDA		105			11	%
Graham Packaging segment Adjusted EBITDA		156			16	%

We acquired Graham Packaging on September 8, 2011. The operating results of Graham Packaging from September 8, 2011 to December 31, 2011 have been included in the RGHL Group’s operating results for the year ended December 31, 2011 as a separate reporting segment. For the period from January 1, 2010 to December 31, 2010, revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA for Graham Packaging were $2,513 million, $2,077 million, $122 million, $235 million, $406 million and $505 million, respectively. For the period from January 1, 2011 to September 7, 2011, revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, loss from operating activities, EBITDA and Adjusted EBITDA for Graham Packaging were $2,130 million, $1,817 million, $173 million, $99 million, $46 million and $388 million respectively. These amounts include IFRS adjustments to Graham Packaging’s historical results that were previously reported under U.S. GAAP.

The following discussion of our Graham Packaging operating results provides comparisons on a supplemental pro forma basis as if the operating results of the Graham Packaging business had been included in our operating results for the periods ended December 31, 2011 and December 31, 2010. We acquired Graham Packaging in September 2011. Given the relative size and timing of this acquisition, we believe a discussion of the operating results on a supplemental pro forma basis provides a reasonable comparison of the operating results for the periods presented. This comparison assists in understanding the current period segment results including the underlying factors affecting the results of operations, the changes in these factors that occurred in 2011 compared to 2010 and the impact of our integration activities. The supplemental pro forma amounts were derived from Graham Packaging’s historical operating results that were previously reported under U.S. GAAP as adjusted for IFRS. The Graham Packaging pre-acquisition historical operating results have not been adjusted for the pro forma purchase accounting effects of our acquisition of Graham Packaging.

This supplemental pro forma information is for informational purposes only and is not intended to represent or to be indicative of the results of operations that we would have reported had the Graham Packaging Acquisition been completed on January 1, 2010 and should not be taken as being indicative of our future results of operations.

Revenue.    Revenue for the period from September 8, 2011 to December 31, 2011 was $967 million. On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that revenue would have increased by $584 million, or 23%, to $3,097 million for the year ended December 31, 2011. The increase in estimated revenue would have been attributable to $316 million generated from Graham Packaging’s acquisitions, primarily from Liquid Container, as well as favorable changes in pricing related to the pass-through of resin price increases to customers. These increases, together with volume-related increases of $18 million and favorable currency impact of $19 million, would have been partially offset by net price reductions from operational cost savings shared with Graham Packaging’s customers.

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Cost of Sales.    Cost of sales for the period from September 8, 2011 to December 31, 2011 was $905 million. Cost of sales was negatively impacted by purchase price accounting adjustments of $27 million for inventories acquired as part of the Graham Packaging Acquisition. Graham Packaging has experienced increases in raw material costs primarily related to resin. For the period from September 8, 2011 to December 31, 2011, raw material costs accounted for 56% of Graham Packaging’s cost of sales.

On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that cost of sales would have increased by $645 million, or 31%, to $2,722 million for the year ended December 31, 2011. The increase in estimated cost of sales would have been attributable to higher revenue as described above, an overall increase in raw material costs, primarily resin, and the impact of purchase price accounting adjustments of $27 million as noted above. For the years ended December 31, 2011 and 2010, raw material costs would have accounted for 59% and 66% of Graham Packaging’s cost of sales, respectively.

Gross Profit.    Gross profit for the period from September 8, 2011 to December 31, 2011 was $62 million and gross profit margin was 6%. Gross profit margin was negatively impacted by purchase price accounting adjustments on inventories as discussed above. Excluding the impact of the purchase price accounting adjustments on inventories, the gross profit margin would have been 9%.

On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that gross profit would have decreased by $61 million, or 14%, to $375 million for the year ended December 31, 2011, and gross margin would have decreased to 12% from 17%. The decrease in estimated gross profit and gross margin would have been attributable to the purchase price accounting adjustments of $27 million related to inventories as noted above and net price reductions, partially offset by contributions from higher revenues discussed above and productivity improvements. In addition to the impact of these factors, the gross profit margin would have decreased due to higher resin costs and additional depreciation and amortization related to the step-up on acquired fixed assets and identifiable intangible assets.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses for the period from September 8, 2011 to December 31, 2011 were $72 million. Included in selling, marketing and distribution expenses was a $12 million change in control payment related to the Graham Packaging Acquisition.

On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that selling, marketing and distribution expenses and general and administration expenses would have increased by $123 million, or 101%, to $245 million for the year ended December 31, 2011. The increase in estimated selling, marketing and distribution expenses and general and administration expenses would have been primarily attributable to acquisition-related expenses of $103 million and an increase in amortization expense of $28 million related to the step-up in identifiable intangible assets as a result of acquisitions, partially offset by bonuses and other costs paid in connection with the initial public offering during the year ended December 31, 2010.

Net Other.    Other expenses for the period from September 8, 2011 to December 31, 2011 were $14 million. Included in other expenses are business acquisition and integration costs of $9 million and restructuring costs of $3 million. These items have been included in the segment’s Adjusted EBITDA calculation.

On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that net other expenses would have increased by $174 million, or 220%, to $253 million for the year ended December 31, 2011. The increase in estimated net other expenses would have been primarily attributable to the payment of $229 million for the termination of the income tax receivable agreements, partially offset by a fee of $35 million to affiliates of Blackstone and the Graham family to terminate a monitoring agreement.

Loss from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, loss from operating activities, EBITDA and Adjusted EBITDA for the period from September 8, 2011 to December 31, 2011 were $24 million, $105 million and $156 million, respectively.

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On a pro forma basis, as if we owned Graham Packaging for each of the years ended December 31, 2011 and December 31, 2010, we estimate that Adjusted EBITDA for the years ended December 31, 2011 and December 31, 2010 would have been $544 million and $505 million, respectively.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of loss from operating activities to EBITDA and Adjusted EBITDA for the period from September 8, 2011 to December 31, 2011 for the Graham Packaging segment is as follows:

	For the period  ended December 31, 2011
	(In $ million)
Loss from operating activities		(24	)
Depreciation and amortization		129
EBITDA		105
Included in Graham Packaging segment EBITDA:
Business acquisition and integration costs		9
Change in control payments		12
Impact of purchase price accounting on inventories and leases		27
Restructuring costs		3
Graham Packaging segment Adjusted EBITDA		156

Year Ended December 31, 2010 Compared with the Year Ended December 31, 2009

Reynolds Group Holdings Limited

	For the Year Ended December 31,
	2010(1)			% of Revenue			2009(2)			% of Revenue			Change			% Change
	(In $ million, except for %)
Revenue		6,774			100	%		5,910			100	%		864			15	%
Cost of sales		(5,524	)		(82	)%		(4,691	)		(79	)%		(833	)		18	%
Gross profit		1,250			18	%		1,219			21	%		31			3	%
Selling, marketing and distribution expenses/General and administration expenses		(623	)		(9	)%		(577	)		(10	)%		(46	)		8	%
Other income		22			—	%		105			2	%		(83	)		(79	)%
Share of profit of associates and joint ventures, net of income tax		18			—	%		11			—	%		7			64	%
Profit from operating activities		667			10	%		758			13	%		(91	)		(12	)%
Financial income		66			1	%		21			—	%		45			214	%
Financial expenses		(752	)		(11	)%		(513	)		(9	)%		(239	)		47	%
Net financial expenses		(686	)		(10	)%		(492	)		(8	)%		(194	)		39	%
Profit (loss) before income tax		(19	)		—	%		266			5	%		(285	)		NM
Income tax expense		(78	)		(1	)%		(149	)		(3	)%		71			(48	)%
Profit (loss) for the period		(97	)		(1	)%		117			2	%		(214	)		NM
Depreciation and amortization		504			7	%		502			8	%		2			—	%
RGHL Group EBITDA(3)		1,171			17	%		1,260			21	%		(89	)		(7	)%
RGHL Group Adjusted EBITDA(3)		1,251			18	%		1,130			19	%		121			11	%

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(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

(2) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2009.

(3) RGHL Group EBITDA is defined as profit (loss) from continuing operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit (loss) from continuing operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA, Adjusted EBITDA and other pro forma measures of Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

As more fully described under the heading “— Overview — Recent Acquisitions and Integration,” we acquired Pactiv on November 16, 2010. The operating results of Pactiv have been included in our results and in the results of the Reynolds Consumer Products and Pactiv Foodservice segments since the consummation of the Pactiv Acquisition. For the period from November 16, 2010 to December 31, 2010, Pactiv’s revenue, cost of sales, selling, marketing and distribution/general and administration expenses, loss from operating activities, EBITDA and Adjusted EBITDA were $481 million, $444 million, $48 million, $31 million, $10 million and $89 million, respectively. For further details on the Pactiv Acquisition, refer to note 33 of the RGHL Group’s audited financial statements included elsewhere in this prospectus.

Revenue.    Revenue increased by $864 million, or 15%, to $6,774 million for the year ended December 31, 2010 compared to $5,910 million for the year ended December 31, 2009. This increase was largely attributable to $481 million of incremental revenue generated from the operations of Pactiv, $82 million of incremental revenue generated from the Whakatane paper mill and $52 million of incremental revenue generated from CSI Americas, each of which was acquired in 2010.

All of our segments, other than Pactiv Foodservice, experienced increases in sales volume during 2010. Pactiv Foodservice experienced lower sales volume in 2010 due to its planned exits from non-strategic and lower margin products. Price increases also contributed to our increased revenue in 2010 and were primarily driven by the flow-through of higher resin prices to customers in our Closures and Pactiv Foodservice segments.

Revenue increases were partially offset by a net unfavorable foreign currency impact of $47 million primarily due to the weakening of the euro against the dollar, which had a $72 million unfavorable impact in the SIG segment and a $25 million favorable impact due to the strengthening of other currencies against the dollar in

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the Closures segment. For a detailed explanation of the variations in revenue for each of our segments, see the individual segment discussions below.

Cost of Sales.    Cost of sales for the year ended December 31, 2010 increased by $833 million, or 18%, to $5,524 million for the year ended December 31, 2010 compared to $4,691 million for the year ended December 31, 2009. The increase in cost of sales is largely attributable to an additional $444 million in cost of sales associated with the operations of Pactiv including $64 million related to the impact of purchase price accounting on inventories, and the impact of the expiration of the Black Liquor Credit within the Evergreen segment. For the year ended December 31, 2009, cost of sales included a benefit of $214 million while the year ended December 31, 2010 included a benefit of $10 million relating to Black Liquor Credit. Cost of sales also increased primarily due to higher sales volume across all segments other than Pactiv Foodservice. These increases were partially offset by $95 million of expenses in 2009 within the Reynolds Consumer Products and Pactiv Foodservice segments resulting from the settlement of unfavorable historical aluminum hedge positions under the segments’ historical hedging policy, which was terminated in the three months ended December 31, 2009.

In addition, cost of sales was impacted by favorable foreign currency impact of $43 million primarily due to the weakening of the euro against the dollar, which had a $64 million favorable impact at the SIG segment and a $21 million unfavorable impact at the Closures segment.

For a detailed explanation of the variations in cost of sales for each of our segments, see the individual segment discussions below.

Gross Profit.    Gross profit increased by $31 million, or 3%, to $1,250 million for the year ended December 31, 2010 compared to $1,219 million for the year ended December 31, 2009. However, gross profit margin decreased to 18% for the year ended December 31, 2010 compared to 21% for the year ended December 31, 2009 due to the impact of the Black Liquor Credit, the unfavorable historical aluminum hedge positions and a purchase price accounting adjustment on inventory as discussed above.

Excluding these non-recurring credits and losses recorded in cost of sales, gross profit margin would have remained constant at 19% for the year ended December 31, 2010 compared to the year ended December 31, 2009. For further information on the variations in gross profit for each of our segments, see the individual segment discussions below.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $46 million, or 8%, to $623 million for the year ended December 31, 2010 compared to $577 million for the year ended December 31, 2009. This increase was primarily due to $48 million in expenses attributable to Pactiv.

For a detailed explanation of the variations in selling, marketing and distribution expenses and general and administration expenses for each of our segments, see the individual segment discussions below.

Net Other Income and Other Expenses.    Net other income decreased by $83 million, or 79%, to $22 million for the year ended December 31, 2010 compared to $105 million for the year ended December 31, 2009. This decline in net other income was primarily attributable to a $125 million decrease in unrealized gains on derivatives used to hedge exposure to commodity prices partially offset by a $49 million decrease in business restructuring expenses during 2010. Refer to note 8 and note 10 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 included elsewhere in this prospectus.

Other.    The increase of $7 million in the share of profits of associates and joint ventures for the year ended December 31, 2010 was primarily due to continued improvement in the results of operations of the Obeikan joint venture operations within our SIG segment.

Net Financial Expenses.    Net financial expenses increased by $194 million, or 39%, to $686 million for the year ended December 31, 2010 compared to $492 million for the year ended December 31, 2009. The increase was largely related to an increase of $191 million in interest expense due to increases in the principal amount of the RGHL Group’s fixed and floating rate borrowings of $4,896 million and $2,116 million, respectively, resulting from the issuance or acquisition of additional indebtedness. Interest rate changes on the floating rate

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borrowings had no significant impact on net financial expenses for the year ended December 31, 2010. Net financial expenses for the year ended December 31, 2010 also included $109 million of debt financing related costs that were partially offset by a $42 million change in the fair value of derivative financial instruments. Our borrowings (net of original issue discount, unamortized debt issuance costs and embedded derivatives) as of December 31, 2010 were $11,842 million compared to $4,954 million as of December 31, 2009. In November 2009 and May 2010, we completed the financings associated with the RGHL Acquisition and the Evergreen Acquisition, respectively. In November 2010, we incurred additional borrowings of $5,020 million, the proceeds of which were used to finance the Pactiv Acquisition and repay existing indebtedness. Following the Pactiv Acquisition, $1,482 million of Pactiv’s indebtedness remained outstanding. The timing of these financings has resulted in our historical interest expense not being representative of our interest expense in future periods. Refer to “— Key Factors Influencing Our Financial Condition and Results of Operations — Acquisitions, Substantial Leverage and Other Transaction-Related Effects.” For more information regarding the RGHL Group’s financial expenses and borrowings, refer to notes 12 and 25, respectively, of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011 included elsewhere in this prospectus.

Income Tax Expense.    For the year ended December 31, 2010, the income tax expense of $78 million on a loss before income tax of $19 million was largely due to the inability of certain subsidiaries to claim deductions for certain expense items, such as interest and other associated financing costs, due to local jurisdictional limitations. For a reconciliation of pre-tax profit (loss) to tax expense, refer to note 13 of the RGHL Group’s audited financial statements, included elsewhere in this prospectus.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $667 million, $1,171 million and $1,251 million, respectively, compared to $758 million, $1,260 million and $1,130 million, respectively, for the year ended December 31, 2009.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the RGHL Group is as follows:

	For the Year Ended December 31,
	2010(1)			2009(2)
	(In $ million)
Profit from operating activities		667			758
Depreciation and amortization		504			502
EBITDA(3)		1,171			1,260
Included in the RGHL Group EBITDA:
Adjustment related to settlement of a lease obligation		(2	)		—
Asset impairment charges		28			13
Black Liquor Credit		(10	)		(214	)
Business acquisition costs		12			1
Business interruption costs		2			—
CSI Americas gain on acquisition		(10	)		—
Elimination of the effect of the historical Reynolds Consumer hedging policy		—			95
Equity method profit not distributed in cash		(14	)		(10	)
Gain on sale of businesses and investment properties		(16	)		—
Impact of purchase price accounting on inventories		63			5
Korean insurance claim		—			(2	)
Loss on sale of Baco assets		—			1
Manufacturing plant flood impact		—			5
Operational process engineering-related consultancy costs		8			13
Non-cash pension income		(5	)		—
Plant realignment costs		—			2
Related party management fees		1			3
Restructuring costs		9			58
Termination of supply agreements		7			—
Transition costs		—			24
Unrealized gains on derivatives		(3	)		(129	)
VAT and custom duties on historical imports		10			3
Write-down of assets held for sale		—			1
Write-off of receivables related to sale of Venezuela operations		—			1
RGHL Group Adjusted EBITDA(3)		1,251			1,130
Segment detail of Adjusted EBITDA:
SIG		513			475
Evergreen		196			167
Closures		170			148
Reynolds Consumer Products		299			280
Pactiv Foodservice		81			60
Corporate/Unallocated		(8	)		—
RGHL Group Adjusted EBITDA(3)		1,251			1,130

(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

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(2) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2009.

(3) RGHL Group EBITDA is defined as profit (loss) from continuing operations for the period plus income tax expenses, net financial expenses, depreciation of property, plant and equipment and investment properties and amortization of intangible assets. RGHL Group Adjusted EBITDA, a measure used by our management to measure operating performance, is defined as RGHL Group EBITDA, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash. EBITDA and Adjusted EBITDA are not presentations made in accordance with IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit (loss) from continuing operations for the period determined in accordance with IFRS or operating cash flows determined in accordance with IFRS. The determination of Adjusted EBITDA contains a number of estimates and assumptions that may prove to be incorrect and differ materially from actual results. Refer to “Risk Factors.” Additionally, RGHL Group EBITDA and RGHL Group Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, depreciation and amortization expense, working capital needs, tax payments, and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA, Adjusted EBITDA and other pro forma measures of Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to the similarly titled measures of other companies.

SIG Segment

	For the Year Ended December 31,
	2010			% of Segment Revenue			2009			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		1,846			100	%		1,668			100	%		178			11	%
Cost of sales		(1,382	)		(75	)%		(1,258	)		(75	)%		(124	)		10	%
Gross profit		464			25	%		410			25	%		54			13	%
Selling, marketing and distribution expense/General and administration expense		(235	)		(13	)%		(224	)		(13	)%		(11	)		5	%
Net other income (expense)		22			1	%		(5	)		—	%		27			NM
Profit from operating activities		267			14	%		190			11	%		77			41	%
SIG segment EBITDA		510			28	%		440			26	%		70			16	%
SIG segment Adjusted EBITDA		513			28	%		475			28	%		38			8	%

Revenue.    Revenue increased by $178 million, or 11%, to $1,846 million for the year ended December 31, 2010 compared to $1,668 million for the year ended December 31, 2009. As discussed in more detail below, $171 million of this increase in revenue was attributable to an increase in volume, primarily due to the recovery of consumer confidence in milk products in China following the melamine contamination of dairy products that occurred in 2008, new customers in Southern Europe, South America and the Middle East and growth with existing customers in Eastern Europe. In addition, the increase in revenue is partially attributable to $82 million of incremental revenue generated from the operations of the Whakatane paper mill which was acquired in May 2010. The increases in revenue were offset by an unfavorable foreign currency impact of $72 million largely attributable to the weakening of the euro against the dollar and a $3 million unfavorable impact due to lower prices as a result of market competition.

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Revenue in Europe decreased by $28 million, or 3%, to $1,089 million for the year ended December 31, 2010 compared to $1,117 million for the year ended December 31, 2009. Revenue for the year ended December 31, 2010 included an unfavorable foreign currency impact of $49 million largely attributable to the weakening of the euro against the dollar. Excluding this foreign currency impact, revenue increased by $21 million primarily as a result of revenue growth of $33 million in the Southern and Eastern European markets during the year ended December 31, 2010 largely due to an increase in sales volume in the liquid dairy, food packaging and juice markets due to higher demand. The increase was partially offset by a $13 million revenue decrease in the Western European market largely due to lower volumes from a market shift to the use of lower cost PET instead of cartonboard in the juice market.

Revenue in the rest of the world increased by $206 million, or 37%, to $757 million for the year ended December 31, 2010 compared to $551 million for the year ended December 31, 2009. The increase in revenue is partially attributable to $82 million of incremental revenue generated from the operations of the Whakatane paper mill which was acquired in May 2010. Additionally, revenue increased by $147 million mainly due to an increase in sales volume in China resulting from the recovery of consumer confidence in milk products following the melamine contamination of dairy products that occurred in 2008 in South America primarily due to new customers and in the Middle East primarily due to a significant increase in volume and the number of filler machines deployed to meet the needs of new customers. Revenue for the year ended December 31, 2010 included an unfavorable foreign currency impact of $23 million largely attributable to the strengthening of the Thai baht and Brazilian real against the dollar.

Cost of Sales.    Cost of sales increased by $124 million, or 10%, to $1,382 million for the year ended December 31, 2010 compared to $1,258 million for the year ended December 31, 2009. Cost of sales increased by $187 million due to the impact of volume increases primarily attributable to the operations of the Whakatane paper mill as discussed above. The increase in cost of sales was partially offset by a $64 million favorable foreign currency impact largely attributable to the weakening of the euro against the dollar. Raw materials costs, primarily resin and aluminum, increased by $117 million during the year ended December 31, 2010. For the years ended December 31, 2010 and 2009, raw material costs accounted for 63% and 60% of SIG’s cost of sales, respectively.

Gross Profit.    Gross profit increased by $54 million or 13% to $464 million for the year ended December 31, 2010 compared to $410 million for the year ended December 31, 2009. Gross profit margin for the year ended December 31, 2010 remained stable at 25% compared to the year ended December 31, 2009. Besides positive volume growth, the margin benefitted from improvement of the profit margin in China, due to relatively lower manufacturing costs as a result of a plant expansion in China, which yielded better fixed cost absorption. These were partially offset by increases in raw material costs that were not passed through to customers. Gross profit for the year ended December 31, 2010 reflected an unfavorable foreign currency impact of $8 million compared to the year ended December 31, 2009, largely attributable to the weakening of the euro against the dollar.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $11 million, or 5%, to $235 million for the year ended December 31, 2010 compared to $224 million for the year ended December 31, 2009 primarily due to $9 million in additional expenses related to SIG’s developing business in the growing China and South American markets.

Other.    Other expenses reflect a $26 million decline in restructuring expenses related to redundancy and related consulting costs.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $267 million, $510 million and $513 million, respectively, compared to $190 million, $440 million and $475 million, respectively, for the year ended December 31, 2009.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the SIG segment is as follows:

	For the Year Ended December 31,
	2010			2009
	(In $ million)
Profit from operating activities		267			190
Depreciation and amortization		243			250
EBITDA		510			440
Included in SIG segment EBITDA:
Asset impairment charges (reversals)		(1	)		6
Equity method profit not distributed in cash		(11	)		(8	)
(Gain) on sale of businesses and investment properties		(6	)		—
Restructuring costs		11			38
Unrealized gain on derivatives		—			(4	)
VAT and customs duties on historical imports		10			3
SIG segment Adjusted EBITDA		513			475

Evergreen Segment

	For the Year Ended December 31,
	2010			% of  Segment Revenue			2009			% of  Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		1,583			100	%		1,429			100	%		154			11	%
Cost of sales		(1,374	)		(87	)%		(1,053	)		(74	)%		(321	)		30	%
Gross profit		209			13	%		376			26	%		(167	)		(44	)%
Selling, marketing and distribution expense General and administration expense		(94	)		(6	)%		(83	)		(6	)%		(11	)		13	%
Net other income (expense)		27			2	%		(2	)		—	%		29			NM
Profit from operating activities		144			9	%		293			21	%		(149	)		(51	)%
Evergreen segment EBITDA		206			13	%		357			25	%		(151	)		(42	)%
Evergreen segment Adjusted EBITDA		196			12	%		167			12	%		29			17	%

Revenue.    Revenue increased by $154 million, or 11%, to $1,583 million for the year ended December 31, 2010 compared to $1,429 million for the year ended December 31, 2009. This increase was largely attributable to a $80 million increase in external sales of liquid packaging board and an increase of $75 million in sales of paper products, partially offset by a $1 million decrease in sales of cartons. The increase in sales of liquid packaging board is due to higher sales volume of $62 million, resulting from higher consumer demand due to the recovery from the economic slowdown experienced in the year ended December 31, 2009, and $18 million of higher sales prices as a result of the pass through of raw material price fluctuations to customers. The increase in sales of paper products is due to higher volume of $56 million and higher sales prices of $19 million as demand for envelopes and other commercial paper products recovered from the economic slowdown experienced in the year ended December 31, 2009. The decline in sales of cartons is due to a decrease in volume of $18 million due to lower customer demand, partially offset by higher prices of $17 million as a result of the pass through of raw material price fluctuations to customers.

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Cost of Sales.    Cost of sales increased by $321 million, or 30%, to $1,374 million for the year ended December 31, 2010 compared to $1,053 million for the year ended December 31, 2009. The increase in cost of sales is mainly attributable to the recognition of $10 million of Black Liquor Credit for the year ended December 31, 2010 compared to $214 million of Black Liquor Credit for the year ended December 31, 2009. For further information on Black Liquor Credit see “— Key Factors Influencing Our Financial Condition and Results of Operations — Raw Materials and Energy Prices.”

Excluding the impact of Black Liquor Credit, cost of sales would have increased by $117 million, or 9%, to $1,384 million for the year ended December 31, 2010 compared to $1,267 million for the year ended December 31, 2009. The increase in cost of sales would have been attributable to a $136 million increase related to higher sales volume, primarily of liquid packaging board and paper products, partially offset by a $19 million benefit from cost savings initiatives. Excluding the impact of Black Liquor Credit, raw material costs for the years ended December 31, 2010 and 2009 accounted for 41% and 42% of Evergreen’s cost of sales, respectively.

Gross Profit.    Gross profit decreased by $167 million, or 44%, to $209 million for the year ended December 31, 2010 compared to $376 million for the year ended December 31, 2009. Gross profit margin for the year ended December 31, 2010 decreased to 13% of the segment’s revenue compared to 26% for the year ended December 31, 2009. This decrease was due to a decline in the impact of Black Liquor Credit on cost of sales as discussed above.

Excluding the impact of Black Liquor Credit, gross profit would have been 13% of the segment’s revenue for the year ended December 31, 2010 compared to 11% for the year ended December 31, 2009. This improvement in gross profit margin was largely driven by higher sales volume, partially offset by an increase in raw material costs and other input costs as a result of the lag time between the purchase of raw materials by Evergreen and the pass through of raw material price fluctuations to customers.

Evergreen’s gross profit has been in the past, and will continue to be in the future, impacted by changes in the costs of raw materials, including fiber, resin and commodity chemicals, and energy, including fuel oil, electricity, natural gas and coal. Evergreen purchases most of its raw materials on the spot market and generally cannot immediately pass through price increases or declines to its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Evergreen’s purchases of raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $11 million, or 13%, to $94 million for the year ended December 31, 2010 compared to $83 million for the year ended December 31, 2009, largely due to increased compensation expense.

Other.    Net other expenses decreased by $29 million to net other income of $27 million for the year ended December 31, 2010 compared to net other expense of $2 million for the year ended December 31, 2009 due to an $11 million decline in operational process engineering-related consultancy costs, an increase in by-product sales of $7 million, a $2 million gain on sale of businesses, a $6 million decline in asset impairment charges and a $3 million decrease in restructuring charges incurred in 2009 due to exit costs and the disposal of certain manufacturing facilities.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $144 million, $206 million and $196 million, respectively, compared to $293 million, $357 million and $167 million, respectively, for the year ended December 31, 2009.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the Evergreen segment is as follows:

	For the Year Ended December 31,
	2010			2009
	(In $ million)
Profit from operating activities		144			293
Depreciation and amortization		62			64
EBITDA		206			357
Included in Evergreen segment EBITDA:
Asset impairment charges		—			6
Black Liquor Credit		(10	)		(214	)
Business acquisition costs		1			1
Equity method profit not distributed in cash		(3	)		(2	)
Gain on sale of businesses and investment properties		(2	)		—
Korean insurance claim		—			(2	)
Operational process engineering-related consultancy costs		2			13
Related party management fees		1			3
Restructuring costs		—			3
Unrealized loss on derivatives		1			—
Write-down of assets held for sale		—			1
Write-off of receivables related to the sale of Venezuela operations		—			1
Evergreen segment Adjusted EBITDA		196			167

Closures Segment

	For the Year Ended December 31,
	2010			% of Segment Revenue			2009			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		1,174			100	%		980			100	%		194			20	%
Cost of sales		(989	)		(84	)%		(819	)		(84	)%		(170	)		21	%
Gross profit		185			16	%		161			16	%		24			15	%
Selling, marketing and distribution expense/General and administration expense		(96	)		(8	)%		(87	)		(9	)%		(9	)		10	%
Net other income (expense)		7			1	%		8			1	%		(1	)		(13	)%
Profit from operating activities		96			8	%		82			8	%		14			17	%
Closures segment EBITDA		175			15	%		155			16	%		20			13	%
Closures segment Adjusted EBITDA		170			14	%		148			15	%		22			15	%

Revenue.    Revenue increased by $194 million, or 20%, to $1,174 million for the year ended December 31, 2010 compared to $980 million for the year ended December 31, 2009. As discussed in more detail below, $73 million of this increase in revenue was due to increased sales volumes, largely attributable to market growth in Europe and Asia. In addition, the increase in revenue is also attributable to $52 million of incremental revenue generated from the operations of CSI Americas which was acquired in February 2010. Favorable foreign

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currency impact also increased revenue by $25 million primarily due to the strengthening of the Japanese yen, Mexican peso and Brazilian real against the dollar.

Closures’ revenue is also impacted by changes in product mix and pricing related to the pass-through of resin price increases to customers. Within its beverage caps and closures market, Closures sells both a short height closure and a traditional two-piece closure. Prices are generally lower on the short height closure compared to the traditional two-piece closure, therefore, product mix in the period directly impacts revenue. In addition, contractual price adjustments with customers do not occur simultaneously with actual resin purchase price fluctuations, but rather on a monthly, quarterly, semi-annual or other basis. Therefore, due to the differences in timing between Closures’ purchase of resin from its suppliers and sales of closures to its customers, pricing related to the pass-through of resin price fluctuations to customers also directly impacts revenue. The net increase in revenue as a result of product mix and pricing related to the pass-through of resin price increases to customers was $44 million.

Revenue from North America increased by $103 million, or 29%, to $464 million for the year ended December 31, 2010 compared to $361 million for the year ended December 31, 2009. This increase was primarily attributable to $52 million of incremental revenue generated from the operations of CSI Americas. In addition, higher sales volume, primarily due to increased market share in North America, increased revenue by $6 million. Favorable foreign currency impact increased revenue by $9 million, primarily due to the strengthening of the Mexican peso against the dollar. The net increase in revenue as a result of changes in product mix and pricing related to the pass-through of resin price increases to customers was $36 million.

Revenue in the rest of the world markets increased by $92 million, or 15%, to $711 million for the year ended December 31, 2010 compared to $619 million for the year ended December 31, 2009. Increased volume, largely attributable to growth in Europe and Asia, contributed $68 million to the increase in revenue. These increases were primarily attributable to increased market penetration, introduction of new products, including short height closures, and increased market share in Europe and Asia. Favorable foreign currency impact, primarily due to the strengthening of the Japanese yen and Brazilian real against the dollar, increased revenue in the rest of the world by $16 million. The net increase in revenue as a result of changes in product mix and pricing related to the pass-through of resin price increases to customers was $8 million.

Cost of Sales.    Cost of sales increased by $170 million, or 21%, to $989 million for the year ended December 31, 2010 compared to $819 million for the year ended December 31, 2009. The increase in cost of sales was primarily attributable to a $57 million increase due to higher sales volumes, as discussed above, as well as $49 million of incremental costs associated with the operations of CSI Americas. In addition, unfavorable foreign currency impact increased cost of sales by $21 million, primarily due to the strengthening of the Japanese yen, Mexican peso and Brazilian real against the dollar.

Closures’ cost of sales is also impacted by changes in product mix and raw material costs. Gross raw materials costs, primarily resin, increased by $130 million for the year ended December 31, 2010 compared to the year ended December 31, 2009, a significant portion of which is passed through to Closures’ customers as discussed above. The net increase in cost of sales as a result of changes in product mix and increases in raw material costs was $42 million. For the years ended December 31, 2010 and 2009, raw material costs accounted for 59% and 55% of Closures’ cost of sales, respectively.

Gross Profit.    Gross profit increased by $24 million, or 15%, to $185 million for the year ended December 31, 2010 compared to $161 million for the year ended December 31, 2009 and gross profit margin remained flat at 16% for the year ended December 31, 2010 compared to the year ended December 31, 2009.

Gross profit increased by $16 million as a result of sales volume growth and $3 million as a result of incremental gross profit generated from the operations of CSI Americas which was acquired in February 2010. Favorable foreign currency impact increased gross profit by $4 million, primarily due to the strengthening of the Japanese yen, Mexican peso and Brazilian real against the dollar. These increases were partially offset by the net impact of increased raw material costs, changes in product mix and pricing related to the pass-through of resin price increases to customers as discussed above.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $9 million, or 10%, to

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$96 million for the year ended December 31, 2010 compared to $87 million for the year ended December 31, 2009. This increase was largely due to $3 million of higher amortization expense primarily as a result of the implementation of software during the second half of 2009, as well as $4 million of higher advertising and other marketing expenses primarily associated with market expansion.

Other.    Other income included a gain of $10 million on the purchase of CSI Americas in February 2010 and $3 million of restructuring costs. The results of operations for the year ended December 31, 2009 included $10 million of unrealized gains on derivative instruments and $3 million of restructuring costs. These items have been included in the segment’s Adjusted EBITDA calculation.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $96 million, $175 million and $170 million, respectively, compared to $82 million, $155 million and $148 million, respectively, for the year ended December 31, 2009.

EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the Closures segment is as follows:

	For the Year Ended December 31,
	2010			2009
	(In $ million)
Profit from operating activities		96			82
Depreciation and amortization		79			73
EBITDA		175			155
Included in Closures segment EBITDA:
Business acquisition costs		1			—
Business interruption costs		2			—
CSI Americas gain on acquisition		(10	)		—
Restructuring costs		3			3
Unrealized gain on derivatives		(1	)		(10	)
Closures segment Adjusted EBITDA		170			148

Reynolds Consumer Products Segment

	For the Year Ended December 31,
	2010(1)			% of Segment Revenue			2009(2)			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		1,378			100	%		1,190			100	%		188			16	%
Cost of sales		(1,051	)		(76	)%		(968	)		(81	)%		(83	)		9	%
Gross profit		327			24	%		222			19	%		105			47	%
Selling, marketing and distribution expense/General and administration expense		(116	)		(8	)%		(126	)		(11	)%		10			(8	)%
Net other income (expense)		3			—	%		95			8	%		(92	)		(97	)%
Profit from operating activities		214			16	%		191			16	%		23			12	%
Reynolds Consumer Products segment EBITDA		276			20	%		254			21	%		22			9	%
Reynolds Consumer Products segment Adjusted EBITDA		299			22	%		280			24	%		19			7	%

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(1) Represents the results of operations for Reynolds Consumer Products for the full year ended December 31, 2010 which includes the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

(2) Represents the results of operations for Reynolds Consumer Products for the full year ended December 31, 2009, which consists of the results of operations for the Reynolds consumer products business and does not include the results of operations for the Hefty consumer products business acquired in November 2010 as part of the Pactiv Acquisition.

We acquired Pactiv on November 16, 2010. The operating results of the Hefty consumer products business have been included within the Reynolds Consumer Products segment since the consummation of the Pactiv Acquisition. For the period from November 16, 2010 to December 31, 2010, the Hefty consumer products business’ revenue, cost of sales, selling, marketing and distribution expenses/general and administration expenses, profit from operating activities, EBITDA and Adjusted EBITDA included in the Reynolds Consumer Products segment were $177 million, $156 million, $17 million, $4 million, $17 million and $42 million, respectively.

Revenue.    Revenue increased by $188 million, or 16%, to $1,378 million for the year ended December 31, 2010 compared to $1,190 million for the year ended December 31, 2009. This increase was largely attributable to $177 million of incremental revenue from waste and storage and tableware products generated from the operations of the Hefty consumer products business which was acquired as part of the Pactiv Acquisition in November 2010. The remaining $11 million increase in revenue was mainly due to an increase in selling prices resulting from the pass-through of resin price increases to customers and increases in sales volume, partially offset by a decrease in revenue resulting from the planned exit from certain low margin or unprofitable product lines in the second half of 2009.

Cost of Sales.    Cost of sales increased by $83 million, or 9%, to $1,051 million for the year ended December 31, 2010 compared to $968 million for the year ended December 31, 2009. The increase in cost of sales was due to incremental cost of sales of $156 million incurred by the Hefty consumer products business, which included purchase price accounting adjustments of $25 million for inventories acquired as part of the Pactiv Acquisition. The increase was partially offset by realized hedging losses recognized for the year ended December 31, 2009, partially offset by increased raw material costs for the year ended December 31, 2010. Cost of sales for the year ended December 31, 2009 was negatively impacted by realized losses of $91 million related to the settlement of unfavorable aluminum hedge positions under the segment’s historical hedging policy, which has since been terminated. As a result of this hedging policy and the steep decline in the price of aluminum during the second half of 2008 and into early 2009, Reynolds Consumer Products realized $91 million of hedging losses, which is reflected in cost of sales for the year ended December 31, 2009.

Excluding the impact of the realized losses related to the unfavorable aluminum hedge positions in 2009 and the increased cost of sales incurred by the Hefty consumer products business which was acquired in November 2010, cost of sales would have increased by $18 million from $877 million for the year ended December 31, 2009 to $895 million for the year ended December 31, 2010. This increase would have been primarily due to increased raw material costs, which increased by approximately $22 million and represented 58% of cost of sales for the year ended December 31, 2009 compared to 59% of cost of sales for the year ended December 31, 2010.

Gross Profit.    Gross profit increased by $105 million, or 47%, to $327 million for the year ended December 31, 2010 compared to $222 million for the year ended December 31, 2009, with the gross profit margin for the year ended December 31, 2010 increasing to 24% of the segment’s revenue compared to 19% for the year ended December 31, 2009. The increase in gross profit reflects the incremental gross profit of $21 million generated from the operations of the Hefty consumer products business which was acquired as part of the Pactiv Acquisition in November 2010, and takes into effect the negative impact of purchase price accounting adjustments as discussed above. Gross profit and gross profit margin also increased due to the impact of the realized losses associated with the settlement of unfavorable aluminum hedge positions as discussed above.

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Excluding the impact of these items, gross profit margin would have been 26% for the year ended December 31, 2010, consistent with the year ended December 31, 2009. This decrease is primarily due to increased raw material costs that Reynolds Consumer Products has not been able to fully pass through to its customers.

Reynolds Consumer Products’ gross profit has been in the past, and will continue to be in the future, impacted by changes in the costs of raw materials, including resin and aluminum. Reynolds Consumer Products generally cannot immediately pass through price increases or declines to its customers because the contractual price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. For most resin based products, there is a lag time between the purchase of raw materials by Reynolds Consumer Products and the pass-through of raw material price fluctuations to customers. For aluminum based products, contracts with customers do not contain contractual price protection for raw material cost fluctuations. Due to the differences in timing between Reynolds Consumer Products’ purchases of resin from its suppliers and sales to its customers, there is often a lead-lag impact, during which margins are negatively impacted in periods of rising resin prices and positively impacted in periods of falling resin prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses decreased by $10 million, or 8%, to $116 million for the year ended December 31, 2010 compared to $126 million for the year ended December 31, 2009. The decrease in selling, marketing and distribution expenses and general and administration expenses was primarily due to the costs incurred in the year ended December 31, 2009 related to the transition from Alcoa’s systems, networks and services to those of Reynolds Consumer Products and costs related to a flood at one of the segment’s locations, partially offset by additional expenses of $17 million attributable to the Hefty consumer products business.

Other.    Net other income decreased by $92 million to $3 million net other income compared to $95 million net other income for the year ended December 31, 2009. The decrease in other income reflects a decrease of $100 million in unrealized gains on open aluminum hedge positions and a decrease of $9 million in restructuring costs associated with plant rationalizations.

Profit from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, profit from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $214 million, $276 million and $299 million, respectively, compared to $191 million, $254 million and $280 million, respectively, for the year ended December 31, 2009.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the Reynolds Consumer Products segment is as follows:

	For the Year Ended December 31,
	2010(1)			2009(2)
	(In $ million)
Profit from operating activities		214			191
Depreciation and amortization		62			63
EBITDA		276			254
Included in Reynolds Consumer Products segment EBITDA:
Adjustment related to settlement of a lease obligation		(2	)		—
Elimination of historical Reynolds hedging policy		—			91
Impact of purchase price accounting on inventories		25			—
Loss on sale of Baco assets		—			1
Manufacturing plant flood impact		—			5
Operational process engineering-related consultancy costs		6			—
Plant realignment costs		—			2
Restructuring costs (recoveries)		(4	)		5
Transition costs		—			24
Unrealized gain on derivatives		(2	)		(102	)
Reynolds Consumer Products segment Adjusted EBITDA		299			280

(1) Represents the results of operations of Reynolds Consumer Products for the full year ended December 31, 2010 which includes the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

(2) Represents the results of operations of Reynolds Consumer Products for the full year ended December 31, 2009, which consists of the results of operations for the Reynolds consumer products business and does not include the results of operations for the Hefty consumer products business acquired in November 2010 as part of the Pactiv Acquisition.

Pactiv Foodservice Segment

	For the Year Ended December 31,
	2010(1)			% of Segment Revenue			2009(2)			% of Segment Revenue			Change			% Change
	(In $ million, except for %)
Segment revenue		924			100	%		739			100	%		185			25	%
Cost of sales		(859	)		93	%		(692	)		94	%		(167	)		24	%
Gross profit		65			7	%		47			6	%		18			38	%
Selling, marketing and distribution expense/General and administration expense		(80	)		(9	)%		(50	)		(7	)%		(30	)		60	%
Net other income (expense)		(26	)		(3	)%		5			1	%		(31	)		NM
Profit (loss) from operating activities		(41	)		(4	)%		2			—	%		(43	)		NM
Pactiv Foodservice segment EBITDA		17			2	%		54			7	%		(37	)		(69	)%
Pactiv Foodservice segment Adjusted EBITDA		81			9	%		60			8	%		21			35	%

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(1) Represents the results of operations of Pactiv Foodservice for the full year ended December 31, 2010 which includes the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

(2) Represents the results of operations of Pactiv Foodservice for the full year ended December 31, 2009, which consists of the results of operations for the Reynolds foodservice packaging business and does not include the results of operations for the Pactiv foodservice packaging business acquired in November 2010 as part of the Pactiv Acquisition.

We acquired Pactiv on November 16, 2010. The operating results of the Pactiv foodservice packaging business have been included within the Pactiv Foodservice segment since the consummation of the Pactiv Acquisition. For the period from November 16, 2010 to December 31, 2010, the Pactiv foodservice packaging business’ revenues, cost of sales, selling, marketing and distribution expenses/general and administration expenses, loss from operating activities, loss before interest, taxes, depreciation and amortization and Adjusted EBITDA included in the Pactiv Foodservice segment for 2010 were $304 million, $288 million, $34 million, $38 million, $9 million and $49 million, respectively.

Revenue.    Revenue increased by $185 million, or 25%, to $924 million for the year ended December 31, 2010 compared to $739 million for the year ended December 31, 2009. This increase was largely attributable to $304 million of incremental revenue generated from foam, tableware, and specialty products generated from the operations of the Pactiv foodservice packaging business which was acquired as part of the Pactiv Acquisition in November 2010. Prior to this acquisition, none of these products were offered by the Reynolds foodservice packaging business. Clear plastics, paper and aluminum product offerings were also significantly expanded as a result of the Pactiv Acquisition. Excluding the incremental revenue associated with the Pactiv Acquisition, revenue decreased by $118 million due to a decline in revenue of $76 million due to the sale of Pactiv Foodservice’s envelope window film business in January 2010, $69 million due to lower sales volume resulting from planned exits from non-core and lower margin products in 2009, and an overall decrease in demand of $39 million due to depressed market conditions in the United States. These decreases were partially offset by improved pricing of $66 million from the flow-through of resin price increases to customers.

Cost of Sales.    Cost of sales increased by $167 million, or 24%, to $859 million for the year ended December 31, 2010 compared to $692 million for the year ended December 31, 2009. The increase is primarily attributable to the incremental cost of sales of $288 million incurred by the Pactiv foodservice packaging business that was acquired as part of the Pactiv Acquisition in November 2010, including the negative impact of $38 million related to the fair value adjustment of inventories acquired which were subsequently sold in the normal course of business.

Excluding the incremental cost of sales incurred by the Pactiv foodservice packaging business, cost of sales decreased by $121 million, primarily as a result of the sale of Pactiv Foodservice’s envelope window film business in January 2010 and exits from non-core and lower margin products.

Pactiv Foodservice experienced increases in the purchase price of raw materials, primarily resin and aluminum, for the year ended December 31, 2010 compared to the year ended December 31, 2009. However, raw material costs accounted for 61% and 65% of Pactiv Foodservice’s cost of sales, respectively, for the same periods. This decrease in raw material costs as a percentage of cost of sales is primarily attributable to increased depreciation and amortization expense as a result of increases in the fair values of property, plant and equipment that were acquired as part of the Pactiv Acquisition. Raw material costs for the year ended December 31, 2010 increased by $77 million compared to the year ended December 31, 2009, primarily due to $141 million of incremental raw material costs incurred by the Pactiv foodservice packaging business, partially offset by a $64 million decrease in raw material costs as a result of the sale of Pactiv Foodservice’s envelope window film business in January 2010 and the exit from non-core and lower margin products.

Gross Profit.    Gross profit increased by $18 million, or 38%, to $65 million for the year ended December 31, 2010 compared to $47 million for the year ended December 31, 2009, with gross profit margin for the year ended December 31, 2010 increasing to 7% of the segment’s revenue compared to 6% for the year ended December 31, 2009. This increase in gross profit was largely attributable to $15 million of incremental gross

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profit generated from the operations of the Pactiv foodservice packaging business which was acquired as part of the Pactiv Acquisition in November 2010. The gross profit margin impact attributable to the Pactiv foodservice packaging business includes a negative impact of $38 million related to the fair value adjustment of inventories acquired which were subsequently sold in the normal course of business.

Excluding the impact from this fair value adjustment in inventories acquired, gross profit margin would have increased by $56 million, or 119%, to $103 million for the year ended December 31, 2010 compared to $47 million for the year ended December 31, 2009. Gross profit margin would have increased to 11% of the segment’s revenue for the year ended December 31, 2010 compared to 6% for the year ended December 31, 2009.

Excluding the incremental gross profit associated with the Pactiv foodservice packaging business that was acquired as part of the Pactiv Acquisition in November 2010, gross profit would have increased by $3 million and gross profit margin would have increased to 8% of the segment’s revenue for the year ended December 31, 2010 compared to 6% for the year ended December 31, 2009. This increase would have been driven by productivity efficiencies and the exit from lower margin products as discussed above.

Pactiv Foodservice’s gross profit has been in the past, and will continue to be in the future, impacted by changes in the costs of raw materials, including resin and aluminum. Pactiv Foodservice generally cannot immediately pass through price increases or declines to its customers because the price adjustments do not occur simultaneously with market price fluctuations, but rather on a mutually agreed upon schedule. Due to the differences in timing between Pactiv Foodservice’s purchases of raw materials from its suppliers and sales to its customers, there is often a lead-lag impact, with margins being negatively impacted in periods of rising raw material prices and positively impacted in periods of falling raw material prices.

Selling, Marketing and Distribution Expenses/General and Administration Expenses.    Selling, marketing and distribution expenses and general and administration expenses increased by $30 million, or 60%, to $80 million for the year ended December 31, 2010 compared to $50 million for the year ended December 31, 2009. The increase in selling, marketing and distribution expenses and general and administration expenses was primarily due to additional expenses of $34 million attributable to the operations of the Pactiv foodservice packaging business, which was partially offset by benefits from previously implemented restructuring programs related to headcount reductions.

Other.    Net other expenses increased by $31 million to $26 million net other expense compared to $5 million net other income for the year ended December 31, 2009. The increase in other expenses was mainly attributed to an increase of $28 million in impairment charges, comprised of $23 million in impairment charges related to plant closures attributable to the integration of the Pactiv foodservice packaging business which was acquired as part of the Pactiv Acquisition in November 2010, $7 million in impairment charges on assets classified as held-for-sale, a decrease of $12 million of unrealized gains on open hedge positions of aluminum and resin due to changes in fair value and an increase of $7 million related to the termination of redundant supply agreements. This was partially offset by a decrease of $10 million in severance expense as part of a restructuring initiative and an increase of $8 million resulting from a gain on sale of a business.

Loss from Operating Activities, EBITDA and Adjusted EBITDA.    As a result of the above factors, loss from operating activities, EBITDA and Adjusted EBITDA for the year ended December 31, 2010 were $41 million, $17 million and $81 million, respectively, compared to a profit from operating activities of $2 million, EBITDA of $54 million and Adjusted EBITDA of $60 million for the year ended December 31, 2009.

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EBITDA/Adjusted EBITDA Reconciliation

The reconciliation of profit (loss) from operating activities to EBITDA and Adjusted EBITDA for the years ended December 31, 2010 and December 31, 2009 for the Pactiv Foodservice segment is as follows:

	For the Year Ended December 31,
	2010			2009
	(In $ million)
Profit (loss) from operating activities		(41	)		2
Depreciation and amortization		58			52
EBITDA		17			54
Included in Pactiv Foodservice segment EBITDA:
Asset impairment charges		29			1
Elimination of the effect of the historical Reynolds Consumer hedging policy		—			4
Gain on sale of businesses and investment properties		(8	)		—
Impact of purchase price accounting on inventories		38			—
Inventory write-off arising on restructure		—			5
Restructuring costs (recoveries)		(1	)		9
Termination of supply agreement		7			—
Unrealized gain on derivatives		(1	)		(13	)
Pactiv Foodservice segment Adjusted EBITDA		81			60

Differences Between the RGHL Group and Beverage Packaging Holdings Group Results of Operations

There are certain differences between the RGHL Group’s financial statements and the Beverage Packaging Holdings Group’s financial statements, each included elsewhere in this prospectus. The Beverage Packaging Holdings Group consists of BP I, BP I’s consolidated subsidiaries and BP II.

RGHL is a non-operating holding company. Consequently, there are no differences between the revenue and gross profit amounts presented in the RGHL Group’s financial statements and the Beverage Packaging Holdings Group’s financial statements. The differences in the reported profit (loss) before income tax between the RGHL Group’s financial statements and the Beverage Packaging Holdings Group’s financial statements are primarily due to related party interest income and expenses that are recognized by RGHL, intercompany amounts between RGHL and the members of the Beverage Packaging Holdings Group that eliminate on consolidation of the RGHL Group, foreign exchange movements on the related party balances of RGHL and incidental RGHL corporate expenses.

Differences between the RGHL Group’s balance sheet and Beverage Packaging Holdings Group’s balance sheet are primarily attributable to the related party receivables and borrowings of RGHL.

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Liquidity and Capital Resources

Historical Cash Flows

The following table discloses the RGHL Group’s cash flows from continuing operations for the periods presented:

	For the Nine Month Period Ended September 30,						For the Year Ended December 31,
	2012(1)			2011(2)			2011(3)			2010(4)			2009(5)
	(In $ million)
Net cash flows from operating activities		531			163			443			383			770
Net cash used in investing activities		(339	)		(2,388	)		(2,502	)		(4,588	)		(135	)
Net cash flows from (used in) financing activities		998			2,608			2,006			4,345			(501	)

(1) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging for the nine month period ended September 30, 2012.

(2) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the nine month period ended September 30, 2011. Includes the operations of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

(3) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2011, the results of Graham Packaging from September 8, 2011 to December 31, 2011 and the results of Dopaco from May 2, 2011 to December 31, 2011.

(4) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the results of operations of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

(5) Represents the results of operations of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2009.

Cash Flow from Operating Activities

Cash flows from operating activities for the nine month period ended September 30, 2012 generated a net cash inflow of $531 million compared to a net cash inflow of $163 million for the nine month period ended September 30, 2011. The increase of $368 million in cash flow from operating activities was largely driven by an increase of $949 million in cash received from customers less cash paid to suppliers and employees due to additional cash inflow from the Graham Packaging and Dopaco acquisitions and improved working capital management, as well as $84 million of change of control and acquisition payments related to the acquisitions of Graham Packaging and Dopaco paid during the nine month period ended September 30, 2011. These increases were partially offset by an increase of $525 million in interest payments due to an overall increase in our borrowings to fund the Graham Packaging acquisition combined with the premiums paid of $66 million to redeem external borrowings during the nine month period ended September 30, 2012, as well as a tax refund of $50 million received in 2011.

Cash flows from operating activities for the year ended December 31, 2011 generated a net cash inflow of $443 million compared to a net cash inflow of $383 million for the year ended December 31, 2010. The increase in cash flow from operating activities was driven by an increase in cash received from customers less cash paid to suppliers and employees of $455 million, lower change of control and other acquisition costs during 2011 compared to 2010 and lower tax related payments during 2011 compared to 2010. These increases were partially offset by a $552 million increase in interest payments due to an overall increase in our borrowings to fund the Graham Packaging Acquisition and the Pactiv Acquisition. The increase in the net cash received from customers, suppliers, and employees of $455 million is attributable to additional cash inflow from the inclusion of Pactiv, Graham Packaging and Dopaco that was partially offset by payments related to restructuring, business

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integration and operational process engineering costs as well as higher raw material costs within the legacy businesses. The change of control and other acquisition costs for 2011 related to the Graham Packaging Acquisition and the Dopaco Acquisition and the change of control and other acquisition costs for 2010 related to the Pactiv Acquisition.

Cash flows from operating activities for the year ended December 31, 2010 generated a net cash inflow of $383 million compared to $770 million for the year ended December 31, 2009. The $387 million decrease in cash inflow reflects the impact of changes of $23 million in our working capital position as well as additional interest and tax payments of $206 million during the year ended December 31, 2010, compared to the year ended December 31, 2009. The Pactiv Acquisition resulted in a reduction in cash flows from operating activities of $171 million due to change of control payments. The increase in interest payments is due to the overall increase in our borrowings.

Cash Flow used in Investing Activities

Cash flows used in investing activities for the nine month period ended September 30, 2012 resulted in a net cash outflow of $339 million compared to a net cash outflow of $2,388 million for the nine month period ended September 30, 2011. The change of $2,049 million in net cash outflows from investing activities was principally due to the Graham Packaging Acquisition for a total consideration of $1,797 million and the Dopaco Acquisition for a total consideration of $395 million during 2011, while 2012 includes proceeds of $80 million related to the sale of the Pactiv Foodservice laminating operations in Louisville, Kentucky.

Capital expenditures increased by $94 million to $441 million for the nine month period ended September 30, 2012 compared to $347 million in the nine month period ended September 30, 2011. Refer to “— Capital Expenditures” for additional information regarding expenditures on property, plant and equipment and intangible assets.

Cash flows used in investing activities for the year ended December 31, 2011 resulted in a net cash outflow of $2,502 million compared to $4,588 million for the year ended December 31, 2010. The decrease in cash outflow was driven by the size of the business acquisitions during 2011 and 2010. The Pactiv Acquisition in 2010 was for cash consideration (net of cash acquired) of $4,361 million compared to the 2011 acquisitions of Graham Packaging for cash consideration (net of cash acquired) of $1,651 million and Dopaco for cash consideration (net of bank overdraft acquired) of $397 million. The cash flow used in investing activities for the year ended December 31, 2010 also includes proceeds of $32 million related to the sale of the envelope window film business and cash outflows of $25 million related to the acquisition of CSI Americas and $46 million related to the purchase of the Whakatane paper mill.

Capital expenditures increased by $183 million to $520 million for the year ended December 31, 2011 compared to 2010. The increase was primarily related to additional capital expenditures from the Pactiv Acquisition and the Graham Packaging Acquisition as well as higher spending at our SIG segment primarily to expand manufacturing capacity in Brazil and China. Refer also to “— Capital Expenditures” for additional information regarding expenditures on property, plant and equipment and intangible assets.

Cash flows used in investing activities for the year ended December 31, 2010 resulted in a net cash outflow of $4,588 million compared to $135 million for the year ended December 31, 2009. The increase in net cash outflows from investing activities is principally due to the Pactiv Acquisition for total consideration, net of cash acquired, of $4,361 million and an increase of $45 million in capital expenditures.

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Cash Flow from (used in) Financing Activities

Cash flows from financing activities for the nine month period ended September 30, 2012 resulted in net cash inflow of $998 million compared to a net cash inflow of $2,608 million for the nine month period ended September 30, 2011. The net cash inflow during each respective period is summarized as follows:

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Principal borrowed		7,149			9,164
Repayments of external borrowings		(6,026	)		(6,118	)
Payment of liabilities arising from Graham Packaging acquisition		—			(252	)
Payment of transaction costs		(98	)		(209	)
Other		(27	)		23
Net cash inflow		998			2,608

Refer to note 14 of the RGHL Group’s interim unaudited condensed financial statements included elsewhere in this prospectus for additional information related to each of our borrowings.

Cash flows from financing activities for the year ended December 31, 2011 resulted in a net cash inflow of $2,006 million compared to a net cash inflow of $4,345 million for the year ended December 31, 2010. The decrease in cash inflow was primarily driven by the drawdowns and repayments of our external borrowings that were used to fund our acquisitions in 2011 compared to 2010. Refer to note 25 of the RGHL Group’s audited financial statements for the year ended December 31, 2011 included elsewhere in this prospectus for details related to each of our borrowings.

Cash flows from financing activities for the year ended December 31, 2010 resulted in a net cash inflow of $4,345 million compared to a net cash outflow of $501 million in the year ended December 31, 2009. Cash flows from financing activities for the year ended December 31, 2010 consisted principally of (i) $317 million of payments pertaining to debt issuance costs related to the RGHL Transaction and the Evergreen Transaction and fees associated with the debt commitment letter entered into in connection with the Pactiv Transaction and (ii) drawdown of borrowings of $6,822 million that was partially offset by a payment of $1,958 million for the acquisition of businesses under common control, specifically the Evergreen Acquisition excluding the Whakatane paper mill and the Reynolds Foodservice Acquisition. The borrowings were also utilized to partially fund the Pactiv Acquisition.

Capital Expenditures

	For the Nine Month Period Ended September 30,						For the Year Ended December 31,
	2012(1)			2011(2)			2011(3)			2010(4)			2009(5)
	(In $ million)
Property, plant and equipment		(427	)		(337	)		(511	)		(319	)		(244	)
Intangibles		(14	)		(10	)		(9	)		(18	)		(48	)
Total Capital Expenditures		(441	)		(347	)		(520	)		(337	)		(292	)

(1) Includes the capital expenditures of SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging for the nine month period ended September 30, 2012.

(2) Represents the capital expenditures of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the nine month period ended September 30, 2011. Includes the capital expenditures of Dopaco for the period from May 2, 2011 to September 30, 2011 and Graham Packaging for the period from September 8, 2011 to September 30, 2011.

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(3) Represents the capital expenditures of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2011, the capital expenditures of Graham Packaging from September 8, 2011 to December 31, 2011 and the capital expenditures of Dopaco from May 2, 2011 to December 31, 2011.

(4) Represents the capital expenditures of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2010. Reynolds Consumer Products and Pactiv Foodservice include the capital expenditures of the Hefty consumer products and Pactiv foodservice packaging businesses, respectively, for the period from November 16, 2010 to December 31, 2010.

(5) Represents the capital expenditures of SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice for the full year ended December 31, 2009.

Capital expenditures increased by $94 million, or 27%, to $441 million for the nine month period ended September 30, 2012 compared to $347 million for the nine month period ended September 30, 2011. The increase was primarily related to additional capital expenditures due to the acquisition of Graham Packaging. This increase was partially offset by lower spending at SIG primarily due to China and Brazil expansion in the prior year period and lower spending at Evergreen due to the timing of expenditures and higher spending on planned mill outages in the prior year period.

We expect to incur approximately $650 million in capital expenditures by the end of 2012 (excluding acquisitions) largely to support plant expansions in Brazil, China and Indonesia. We expect to fund these expenditures with cash flows from operations. Actual capital expenditures may differ.

Capital expenditures increased by $183 million, or 54%, to $520 million for the year ended December 31, 2011 compared to $337 million for the year ended December 31, 2010. The increase was primarily related to additional capital expenditures from the Pactiv Acquisition and the Graham Packaging Acquisition as well as higher spending at our SIG segment primarily to expand manufacturing capacity in Brazil and China.

Capital expenditures increased by $45 million or 15% to $337 million for the year ended December 31, 2010 compared to $292 million for the year ended December 31, 2009, largely due to higher spending at the SIG and Closures segments as we expanded manufacturing capacity in Brazil, India, the Philippines and China.

Capital Resources

We have substantial debt and debt service obligations. As of September 30, 2012, our total indebtedness of $18,544 million was comprised of outstanding principal borrowings and overdrafts.

We have pledged assets that secure the notes, the Existing Secured Notes and the Senior Secured Credit Facilities. The collateral consists of substantially all the assets of the issuers and the guarantors, including the capital stock of their subsidiaries, real property, bank accounts, investments, receivables, equipment and inventory, intellectual property and insurance policies, but excluding, among others (i) real property with a value equal to or less than €5 million or in which such entity has only a leasehold interest, (ii) a number of Pactiv’s real properties, which are estimated to have a book value as of September 30, 2012 of approximately $60 million, (iii) intellectual property with a value of less than €1 million (unless subject to all-asset security documents), (iv) insurance policies that are not material to the RGHL Group as a whole, (v) equity of inactive subsidiaries with a book value of less than $100,000 and (vi) equity of subsidiaries that are not guarantors, are organized in jurisdictions in which no guarantor is organized and have: (x) gross assets below 1% of the consolidated total assets of the RGHL Group and (y) EBITDA below 1% of the consolidated EBITDA of the RGHL Group.

As of September 30, 2012, the Senior Secured Credit Facilities included revolving facilities of $120 million and €80 million ($103 million). As of September 30, 2012, these revolving tranches were utilized in the amounts of $78 million and €15 million ($19 million), respectively, in the form of bank guarantees and letters of credit.

On August 10, 2012, the RGHL Group consummated an exchange offer and consent solicitation for the February 2012 Senior Notes whereby (i) $1,241 million aggregate principal amount of February 2012 Senior Notes was exchanged for a corresponding aggregate principal amount of additional August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture

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restrictions and other provisions with respect to the remaining $9 million aggregate principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

On September 28, 2012, certain members of the RGHL Group issued $3,250 million aggregate principal amount of the notes. The notes will mature on October 15, 2020. The net proceeds from the offering of the notes were or will be used to repay existing term borrowings under our then-existing senior secured credit facilities, to repay the Dollar 2009 Notes, to pay fees and expenses related to these transactions and for general corporate purposes.

On September 28, 2012, we amended and restated the credit agreement governing our then existing senior secured credit facilities and $2,235 million and €300 million of term loans were drawn under the new Senior Secured Credit Facilities. These proceeds, together with a portion of the proceeds from the offering of the notes and available cash of the RGHL Group, were used to fully repay and extinguish the outstanding U.S. and European term loans under our then existing senior secured credit facilities and to pay fees and expenses in connection with the transaction. The remaining proceeds will be used for general corporate purposes. Certain terms of the credit agreement were amended, including but not limited to: (a) the LIBOR floor on term loans decreased from 1.25% to 1.0% per annum for U.S. term loans and 1.5% to 1.0% per annum for European term loans; (b) the applicable margin on eurocurrency borrowings decreased from 5.25% to 3.75% for U.S. term loans and from 5.25% to 4.00% for European term loans, subject to further reductions if a specified total leverage ratio is met; (c) the covenant regarding the minimum interest coverage ratio was removed; (d) the covenant regarding maximum capital expenditures per annum was removed; (e) debt under a permitted receivables securitization facility will be excluded from the total debt calculation; (f) the non-guarantor threshold limit increased so that non-guarantors can account for up to 33.3% of Consolidated EBITDA or Consolidated Total Assets (the prior threshold was 20%); (g) the leverage maintenance covenant changed to a senior secured first lien ratio and the maximum increased to 4.5x from 4.0x; and (h) other changes.

On September 28, 2012, the RGHL Group repurchased $777 million aggregate principal amount of Dollar 2009 Notes pursuant to a tender offer for the Dollar 2009 Notes. On October 29, 2012, the RGHL Group redeemed the remaining $348 million aggregate principal amount of the Dollar 2009 Notes that were outstanding on September 30, 2012.

On November 7, 2012, certain members of the RGHL Group entered into the Securitization Facility. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the RGHL Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

On November 13, 2012, the RGHL Group issued a notice of redemption in respect of the €450 million aggregate principal amount outstanding of the Euro 2009 Notes. The proceeds from the Securitization Facility and available cash resources were used to redeem the Euro 2009 Notes and to pay fees and expenses related to the transaction. The Euro 2009 Notes were redeemed on December 13, 2012 at €1,038.75 per €1,000 of face value plus accrued and unpaid interest.

We may from time to time seek to issue additional indebtedness depending on market conditions, our cash position requirements and other considerations.

In addition, we may from time to time take steps to reduce our indebtedness, which may include open market repurchases and retirement of currently outstanding indebtedness. The total amount of indebtedness that will be repurchased or retired will depend on market conditions, our cash position requirements and other considerations.

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Sources of Liquidity

Our sources of liquidity for the future are expected to be our existing cash resources, cash flows from operations, drawings under the revolving credit facilities of our Senior Secured Credit Facilities and local working capital facilities. In addition to our cash and cash equivalents, as of September 30, 2012, we had $42 million and €65 million ($84 million) available for drawing under our revolving credit facilities.

Our ability to borrow under our revolving credit facilities or our other local working capital facilities may be limited by the terms of such indebtedness or other indebtedness (including the notes and the 2007 Notes), including financial covenants.

As of September 30, 2012, our total indebtedness of $18,544 million was comprised of outstanding principal borrowings and overdrafts. Our 2012 annual cash interest obligations on our Senior Secured Credit Facilities, the notes and our other indebtedness are expected to be approximately $1,430 million, assuming interest on our floating rate debt continues to accrue at the current interest rate. On a pro forma basis after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions, our expected 2012 annual cash interest obligations would have been $1,310 million. We expect to meet our debt service obligations with our existing cash resources and cash flows from operations, which we believe will be adequate to meet our obligations for the next year.

Under the indentures governing the notes, the Existing Notes (excluding the remaining February 2012 Senior Notes following the exchange offer and consent solicitation) and the 2007 Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis and (i) under the indentures that govern the notes and the Existing Senior Secured Notes, the liens securing first lien secured indebtedness do not exceed a 3.50 to 1.00 senior secured leverage ratio and (ii) under the indentures that govern the Existing Senior Notes and the 2007 Notes, the liens securing any secured indebtedness do not exceed a 4.50 to 1.00 secured leverage ratio.

Under the credit agreement governing the Senior Secured Credit Facilities, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Senior Secured Credit Facilities and senior secured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Senior Secured Credit Facilities’ financial covenant. In addition, we may incur incremental senior secured indebtedness under the credit agreement governing our Senior Secured Credit Facilities and senior secured notes in an unlimited amount so long as our senior secured first lien leverage ratio does not exceed 3.50 to 1.00 on a pro forma basis and (in the case of incremental senior secured indebtedness under the Senior Secured Credit Facilities only) we are in pro forma compliance with the financial covenant included in the credit agreement governing our Senior Secured Credit Facilities. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted subject to pro forma compliance with the Senior Secured Credit Facilities’ financial covenant.

Under the credit agreement governing the Senior Secured Credit Facilities, we are subject to a maintenance covenant that stipulates a maximum net senior secured first lien leverage ratio. As of the last day of each fiscal quarter, our net senior secured first lien leverage ratio must be less than or equal to 4.50 to 1.00.

As of September 30, 2012, our net senior secured first lien leverage ratio was 3.35x as calculated for purposes of the maintenance covenant under the credit agreement governing the Senior Secured Credit Facilities.

The indentures governing the notes, the Existing Notes (excluding the remaining February 2012 Senior Notes following the exchange offer and consent solicitation) and the 2007 Notes and the credit agreement governing the Senior Secured Credit Facilities also contain negative covenants. The negative covenants include limitations, subject to agreed exceptions, on the ability of RGHL and its material subsidiaries to: incur additional indebtedness (including guarantees); incur liens; enter into sale and lease-back transactions; make investments, loans and advances; implement mergers, consolidations and sales of assets; make restricted payments or enter into restrictive agreements; enter into transactions with affiliates on non-arm’s length terms; change the business

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conducted by RGHL and its subsidiaries; prepay, or make redemptions and repurchases of specified indebtedness; amend certain material agreements governing specified indebtedness; make certain amendments to the organizational documents of RGHL and its material subsidiaries; change RGHL’s fiscal year; and conduct an active business in the case of RGHL and BP II.

The indentures governing the notes, the Existing Notes and the 2007 Notes and our Senior Secured Credit Facilities generally allow subsidiaries of RGHL to transfer funds in the form of cash dividends, loans or advances within the RGHL Group.

We believe that our cash flows from operations and our existing available cash, together with our other available external financing sources, will be adequate to meet our future liquidity needs for the next year. We are currently in compliance with the covenants under the credit agreement governing our Senior Secured Credit Facilities and our other outstanding indebtedness (including the notes, the Existing Notes and the 2007 Notes). We expect to remain in compliance with our covenants.

We also expect to incur further cash outlays of approximately $1 million by the end of 2012 to integrate Dopaco into the Pactiv Foodservice segment and $39 million by the end of 2013 to integrate Graham Packaging into the RGHL Group.

Our future operating performance and our ability to service or refinance the Senior Secured Credit Facilities, the notes, the Existing Notes and the 2007 Notes and other indebtedness are subject to economic conditions and financial, business and other factors, many of which are beyond our control.

Contractual Obligations

The following table summarizes our material obligations as of September 30, 2012:

	Payments, Due by Period, as of September 30, 2012
	Total		Less than One  Year		One to Three  Years		Three to Five  Years		Greater than Five Years
	(In $ million)
Trade and other payables		1,886		1,886		—		—		—
Debt and interest(1)		27,898		1,647		2,733		4,702		18,816
Operating leases		410		105		147		76		82
Unconditional capital expenditure obligations(2)		143		140		3		—		—
Total contractual obligations		30,337		3,778		2,883		4,778		18,898

(1) Total repayments of financial liabilities consist of the principal amounts, fixed and floating rate interest obligations and the cash flows associated with commodity and other derivative instruments. The interest rate on the floating rate debt balances has been assumed to be the same as the rate during the month of September 2012. Both the one month LIBOR and EURIBOR rates during the month of September 2012 were below the floor rates established in accordance with the respective agreements.

(2) Unconditional capital expenditure obligations primarily relate to (1) the integration of Graham Packaging within the RGHL Group, (2) plant expansions at our SIG segment primarily in Brazil and China and (3) expansions of existing plants at our Graham Packaging segment primarily in North America.

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The following table summarizes our material obligations on a pro forma basis as of September 30, 2012, after giving effect to the finalization of the September 2012 Refinancing Transactions and the November 2012 Refinancing Transactions:

	Pro Forma Payments, Due by Period, as of September 30, 2012
	Total		Less than One  Year		One to Three  Years		Three to Five  Years		Greater than Five Years
	(In $ million)
Trade and other payables		1,886		1,886		—		—		—
Debt and interest(1)		27,415		1,852		2,668		4,078		18,817
Operating leases		410		105		147		76		82
Unconditional capital expenditure obligations(2)		143		140		3		—		—
Total contractual obligations		29,854		3,983		2,818		4,154		18,899

(1) Total repayments of financial liabilities consist of the principal amounts, fixed and floating rate interest obligations and the cash flows associated with commodity and other derivative instruments. The interest rate on the floating rate debt balances has been assumed to be the same as the rate during the month of September 2012. Both the one month LIBOR and EURIBOR rates during the month of September 2012 were below the floor rates established in accordance with the respective agreements. Total repayments includes assumed proceeds of $600 million under the Securitization Facility.

(2) Unconditional capital expenditure obligations primarily relate to (1) the integration of Graham Packaging within the RGHL Group, (2) plant expansions at our SIG segment primarily in Brazil and China and (3) expansions of existing plants at our Graham Packaging segment primarily in North America.

Contingent Liabilities

Our contingent liabilities are primarily comprised of guarantees given to banks providing credit facilities to our joint venture company SIG Combibloc Obeikan Company Limited, in Riyadh, Kingdom of Saudi Arabia.

Off-Balance Sheet Arrangements

Other than operating leases entered into in the normal course of business, we currently have no material off-balance sheet obligations.

Qualitative and Quantitative Disclosures about Market Risk

In the normal course of business we are subject to risks from adverse fluctuations in interest and foreign exchange rates and commodity prices. We manage these risks through a combination of an appropriate mix between variable rate and fixed rate borrowings and natural offsets of foreign currency receipts and payments, supplemented by forward foreign exchange contracts and commodity derivatives. Derivative contracts are not used for trading or speculative purposes. The extent to which we use derivative instruments is dependent upon our access to them in the financial markets and our use of other risk management methods, such as netting exposures for foreign exchange risk and establishing sales arrangements that permit the pass through to customers of changes in commodity prices. Our objective in managing our exposure to market risk is to limit the impact on earnings and cash flow.

Interest Rate Risk

We had significant debt commitments outstanding as of September 30, 2012. These on-balance sheet financial instruments, to the extent they accrue interest at variable interest rates, expose us to interest rate risk. Our interest rate risk arises primarily on significant borrowings that are denominated in dollars and euro that are drawn under our Senior Secured Credit Facilities. As of September 30, 2012, these agreements included an interest rate floor of (i) 2% per annum on U.S. revolving loans, (ii) 1% per annum on U.S. term loans, (iii) 2% per annum on European revolving loans and (iv) 1% per annum on European term loans.

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The underlying one-month LIBOR and EURIBOR rates as of September 30, 2012 were 0.21% and 0.12%, respectively. Based on our outstanding debt commitments as of September 30, 2012, a one-year time frame and all other variables, in particular foreign exchange rates, remaining constant, a 1% increase or decrease in interest rates would have no impact on the interest expense on the U.S. or European term loans due to the LIBOR floor under our Senior Secured Credit Facilities.

Foreign Currency Exchange Rate Risk

As a result of our international operations, we are exposed to foreign currency exchange risk arising from sales, purchases, assets and borrowings that are denominated in foreign currencies. The currencies in which these transactions primarily are denominated are the euro, Swiss franc, Thai baht, Chinese yuan renminbi, Brazilian real, British pound, Japanese yen, Mexican peso, Canadian dollar, Polish zloty and New Zealand dollar.

In accordance with our treasury policy, we take advantage of natural offsets to the extent possible. Therefore, when commercially feasible, we borrow in the same currencies in which cash flows from operations are generated. Generally we do not use forward exchange contracts to hedge residual foreign currency exchange risk arising from customary receipts and payments denominated in foreign currencies. However, when considered appropriate we may enter into forward exchange contracts to hedge foreign currency exchange risk arising from specific transactions. As of September 30, 2012, we had no significant forward foreign currency exchange contracts outstanding.

We generally do not hedge our exposure to translation gains or losses in respect of our non-dollar functional currency assets or liabilities.

Our primary exposure to foreign currency exchange risk is on the translation of net assets of entities within the RGHL Group which are denominated in functional currencies other than the dollar, which is the RGHL Group’s reporting currency. The net asset impact of movements in exchange rates is therefore recognized primarily in other comprehensive income. See note 29 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus, for further information on the RGHL Group’s financial assets and liabilities with foreign currency exchange risk, the potential impact on future payments and receipts and the sensitivity to changes in the applicable foreign currency exchange rates.

As of September 30, 2012, we continue to have foreign currency exposure on the net assets of the entities comprising the RGHL Group similar to that disclosed as of December 31, 2011.

We are also exposed to foreign currency exchange risk that impacts the reported financial income or financial expenses of the RGHL Group as a result of the remeasurement, at each reporting date, of indebtedness that is denominated in currencies other than the functional currencies of the respective issuers or borrowers. As of September 30, 2012, we had dollar-denominated external borrowings of $3,272 million owed by entities whose functional currency was the euro, of which $1,950 million was issued on September 28, 2012 as part of the notes. As a result of the changes in the prevailing foreign currency exchange rates since December 31, 2011, we recognized a foreign currency exchange gain of $22 million in connection with such borrowings during the nine month period ended September 30, 2012. The continued change in foreign currency exchange rate between the dollar and the euro will result in us recognizing either foreign currency exchange gains or losses on the translation of this indebtedness in the future. A 1% increase in the rates, applied as of September 30, 2012, would have resulted in additional foreign currency gain of $33 million, while a 1% decrease would have resulted in a reduction of $33 million of the reported foreign currency gain.

In addition, we are also exposed to foreign currency risk on certain intercompany borrowings between certain of our entities with different functional currencies. Such exposures in aggregate are neither significant nor material.

Commodity Risk

We are exposed to commodity and other price risk principally from the purchase of resin, natural gas, electricity, raw cartonboard, aluminum and steel. We use various strategies to manage cost exposures on certain

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raw material purchases with the objective of obtaining more predictable costs for these commodities. We generally enter into commodity financial instruments or derivatives to hedge commodity prices related to resin, aluminum and natural gas.

We enter into resin futures and swaps, aluminum swaps, natural gas swaps, ethylene swaps, benzene swaps and diesel swaps to hedge our exposure to price fluctuations. We believe these contracts manage our price risk by reference to the difference between the fixed contract price and the market price. The following table provides the details of our outstanding derivative contracts as of September 30, 2012.

Type	Unit of measure	Contracted volumes	Contracted price range	Contracted date of maturity
Resin futures	metric tonne	39,000	€1,420 - €1,587	Oct 2012 - Jan 2014
Resin swaps	kiloliter	1,200	JPY51,800 - JPY51,850	Oct 2012 - Nov 2012
Resin swaps	pound	60,105,000	$0.57 - $0.98	Oct 2012 - Mar 2013
Aluminum futures	metric tonne	6,840	$1,973 - $1,998	Dec 2012 - Nov 2013
Aluminum swaps	metric tonne	1,170	$2,088 - $2,265	Oct 2012 - Dec 2014
Natural gas swaps	million BTU	1,289,326	$2.55 - $4.23	Oct 2012 - Sep 2013
Ethylene swaps	pound	10,988,700	$0.50 - $0.60	Oct 2012 - Apr 2013
Benzene swaps	U.S. liquid gallon	204,064,392	$3.60 - $4.03	Oct 2012 - Apr 2013
Diesel swaps	U.S. liquid gallon	9,030,000	$3.55 - $3.66	Oct 2012 - Dec 2012

The fair values of the derivative contracts are derived from inputs based on quoted market prices or traded exchange market prices and represent the estimated amounts that we would pay or receive to terminate the contracts. As of September 30, 2012, the estimated fair values of the outstanding commodity derivative contracts were a net asset of $2 million. During the nine month period ended September 30, 2012, we recognized a $17 million unrealized gain in other income in the profit or loss component of the statement of comprehensive income related to the outstanding commodity derivatives.

Accounting Principles

Our financial statements are prepared in accordance with IFRS and “IFRIC Interpretations” as issued by the IASB.

Critical Accounting Policies

Our critical accounting policies are those that we believe are most important to the presentation of our financial position and results and that require the most difficult, subjective or complex judgments. In many cases, the accounting treatment of a particular transaction is specifically dictated by IFRS with no need for the application of judgment. For more information, see note 4 to the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus. In certain circumstances, however, the preparation of our financial statements in conformity with IFRS requires us to use our judgment to make certain estimates and assumptions. These estimates affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We believe the policies described below are our most critical accounting policies.

Accounting for Business Combinations

Acquisition of Businesses from Third Parties

We account for business combinations, where the business is acquired from an unrelated third party, under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values.

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Any excess of the purchase price over the fair value of assets, including separately identifiable intangible assets and liabilities acquired, is allocated to goodwill. Goodwill is allocated to the appropriate segments which benefited from the business combination when the goodwill arose.

The allocation of the purchase price to the fair value of acquired assets and liabilities involves assessments of the expected future cash flows associated with individual assets and liabilities and appropriate discount rates as of the date of the acquisition. Where appropriate, we consult with external advisors to assist with the determination of fair value. For non-observable market values, fair value has been determined using accepted valuation principles (e.g., relief from royalty method). Subsequent changes in our assessments may trigger an impairment loss that would be recognized in the statement of comprehensive income.

Goodwill and acquired indefinite life intangible assets are not amortized. Other acquired intangible assets with finite lives are amortized on a straight line basis over the period of expected benefit. For more information, see note 3.9(e) and (g) to the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

The results of operations for businesses acquired are included in our financial statements from the date of acquisition.

Acquisition of Businesses from Entities under Common Control

IFRS is silent on the accounting required for business combinations involving entities that are under common control.

We have chosen to account for business combinations where the business is acquired from an entity that is under the common control of our ultimate shareholder using the carry-over or book value method. Under the carry-over or book value method, the business combination does not change the historical carrying value of the assets and liabilities of the business acquired. The excess of the purchase price over the carrying value of the share capital acquired is recognized directly in equity. No additional goodwill is recognized as a result of these transactions.

We account for business combinations under common control prospectively from the date Mr. Graeme Hart, our strategic owner, originally obtained control of each of the businesses presented.

Between January 31, 2007 and August 1, 2007, entities beneficially owned by Mr. Graeme Hart acquired the businesses that now constitute our Evergreen segment in a series of transactions for $618 million. On May 4, 2010, we acquired the equity of the businesses that now constitute our Evergreen segment from these entities for a total purchase price of $1,612 million. The increase in the value of businesses that now constitute our Evergreen segment, between the time of their initial acquisition by entities beneficially owned by Mr. Graeme Hart and the time of their acquisition by the RGHL Group, is primarily attributable to various operational factors that improved financial performance, including the successful integration of two separate businesses; cost reduction initiatives (e.g. plant closures, improved production efficiencies, reduced back-office costs, streamlined costs of procurement, reduced distribution costs and use of derivatives to hedge input costs); improved customer service, which assisted in stabilizing and subsequently improving revenue; and increased investment in the business through additional capital expenditures, new product development and a strengthened, more effective sales force. The improvement in the financial performance of the Evergreen business together with a reduction in Evergreen’s indebtedness, resulted in the increased purchase price paid at fair value by the RGHL Group. The purchase price was paid to entities controlled by Mr. Graeme Hart.

Through a series of acquisitions that occurred from February 29, 2008 to July 31, 2008, certain entities beneficially owned by Mr. Graeme Hart acquired from Alcoa Inc. the businesses that now constitute our Closures segment, our Reynolds consumer products business and our Reynolds foodservice packaging business for a total purchase price of $2.7 billion. The $2.7 billion purchase price was funded with $1.5 billion of external borrowings which were pushed down into the businesses acquired. Consequently, the fair values of the net assets acquired for our Closures segment, our Reynolds consumer products business and our Reynolds foodservice packaging business were $0.5 billion, $0.6 billion and $0.1 billion, respectively.

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On November 5, 2009, we acquired the equity of the businesses that now constitute our Closures segment for a total purchase price of $708 million and our Reynolds consumer products business for a total purchase price of $984 million from these entities. The purchase price was paid to entities controlled by Mr. Graeme Hart. On September 1, 2010, we acquired the equity of the businesses that now constitute our Reynolds foodservice packaging business from these entities for a total purchase price of $342 million. The purchase price was paid to entities controlled by Mr. Graeme Hart. The increase in the value of each of the respective businesses, between the time of their initial acquisition by entities beneficially owned by Mr. Graeme Hart and the time of their acquisition by the RGHL Group, is primarily attributable to various operational factors that improved financial performance, including plant closures and consolidation, improved production efficiencies and reduced back-office costs.

In each case, the difference between the consideration paid to initially acquire the business from a third-party and the consideration paid by the RGHL Group to acquire the same business from entities that are beneficially owned by Mr. Graeme Hart reflects changes in fair value. The changes in fair value of the net assets acquired plus debt issued from the original purchase price relate to indebtedness assumed as well as changes in the underlying value of the equity of the business primarily due to the various operational factors that improved financial performance and were further discussed above. Cash payments made by us to acquire these businesses either reduced our available cash or increased the principal amount of our outstanding indebtedness.

Employee Benefits

We make contributions to defined benefit pension plans, which define the level of pension benefit an employee will receive on retirement. We operate defined benefit plans in several countries including the United States. We also operate post-employment medical benefit plans in the United States. Amounts recognized under these plans are determined using actuarial methods that require us to make certain assumptions regarding variables such as discount rate, rate of compensation increase, return on assets and future healthcare costs. Where appropriate, we consult with third-party actuaries regarding these assumptions at least annually. Changes in these key assumptions, including the expected rate of return on plan assets and the discount rate, can have a significant impact on our defined benefit obligations, future funding requirements and post-employment benefit costs recognized. While we believe that our assumptions of future returns are reasonable and appropriate, significant differences in actual experience or inaccuracies in assumptions may materially affect our benefit plan obligations and future benefit plan expense. Holding all other assumptions constant, a one-half percentage point increase in the discount rate would decrease the defined benefit obligation by $258 million and increase pre-tax pension income by $7 million. A one-half percentage point decrease in the discount rate would increase the defined benefit obligation by $252 million and decrease pre-tax pension income by $4 million. Similarly, holding all other assumptions constant, a one-half percentage point increase in the expected return on plan assets would increase our pre-tax pension income by $22 million and a one-half percentage point decrease in the expected return on plan assets would decrease our pre-tax pension income by $22 million. For more information, see note 20 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

Impairment of Goodwill, Intangible Assets, Property, Plant and Equipment and Investment Properties

We assess the carrying values of goodwill, identifiable intangible assets, property, plant and equipment and investment properties in accordance with IAS 36, Impairments of Assets. Goodwill and intangibles with indefinite useful lives are assessed for impairment at least annually. Other non-current assets are tested when a trigger event may indicate the existence of impairment. If any such indication of impairment exists, the asset’s recoverable amount is determined.

The recoverable amount of an asset is the greater of its fair value less costs to sell such an asset and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In assessing the fair value less costs to sell, the forecasted future EBITDA to be generated by the asset

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or segment being assessed is multiplied by earnings multiples that reflect recent sales and purchase transactions in the same industry. We consult with external advisors to assist with the determination of these earnings multiples. Recoverable amount is determined either for the asset or CGU or group of CGUs, depending on the nature of the asset tested for impairment. Goodwill is tested at the individual segment level, which is the lowest level within the RGHL Group at which goodwill is monitored for internal management purposes, and our indefinite lived intangible assets are tested at the segment level or lower level group of CGUs, depending on the nature of the intangible asset. For 2009, 2010 and 2011, the recoverability analysis was based on fair value less costs to sell.

In estimating future cash flows, we make estimates with respect to the useful lives of our assets. Changes in circumstances, including the relative cost efficiency of our production facilities, may cause us to change these estimates from time to time. In addition, because these are estimates, the actual useful life of an asset may be different from our estimate.

As of December 31, 2011 and 2010, we had $17,120 million and $12,082 million, respectively, of goodwill, other intangible assets, property, plant and equipment and investment properties recorded on our statement of financial position. We performed our last annual impairment test for goodwill and intangibles with indefinite useful lives for the SIG, Evergreen, Closures, Reynolds Consumer Products and Pactiv Foodservice segments, as of December 31, 2011, and determined that recoverable amounts for these assets were substantially in excess of their carrying values. We did not identify any indicators of impairment as of December 31, 2011. Due to the proximity of the Graham Packaging acquisition date to December 31, 2011 and the fact that there were no impairment indicators, we did not perform the annual impairment test for goodwill and intangibles with indefinite useful lives for Graham Packaging. Upon finalization of purchase accounting and final allocation of goodwill to the Graham Packaging segment, the RGHL Group performed an initial impairment analysis with respect to the carrying value of goodwill for the Graham Packaging segment. As a result of this initial test, which was completed within one year of the anniversary of the acquisition, no impairment charge was identified. For additional information related to our policy, refer to note 4.1 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

Income Taxes

We are subject to income taxes in numerous jurisdictions. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. As a result, significant judgment is required in determining our worldwide provision and liability for income taxes. We recognize liabilities for tax issues based on estimates of whether additional taxes will be due and on our interpretation of the relevant tax laws then in effect. In cases where the final outcome of these tax matters is different from the amounts that were initially recorded, the differences impact the current and deferred income tax provision for the period in which the determination is made.

We recognize deferred tax assets to the extent that it is probable that future taxable profits will allow the deferred tax assets to be recovered. This is based on estimates of taxable income in each jurisdiction in which we operate and the period over which deferred tax assets are recoverable. In the event that actual results differ from these estimates in future periods and depending on the tax strategies that we may have been able to implement, changes to the recognition of deferred tax assets could be required, and thus could impact our financial position and results of operations.

Revenue Recognition

We recognize revenue from the sale of goods when the risks and rewards of ownership have transferred to customers which occurs either when products are shipped or when they are delivered and/or installed at a customer location. The recognition of revenue is dependent on the terms of the individual arrangements of a sale. In arriving at net sales, we estimate the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs or the amount of consumer incentives to be utilized. These incentives include volume rebates and early payment discounts for consumer programs. In addition, in certain of

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our businesses, we pay slotting fees and participate in customer pricing programs that provide price discounts to the ultimate end-users of our products in the form of redeemable coupons. Estimates for each of these programs are based on historical and current market trends which are affected by the business seasonality and competitiveness of promotional programs being offered. Estimates are reviewed quarterly for possible revisions. The costs for all such programs are accounted for as a reduction in revenues. In the event that future sales deduction trends vary significantly from past or expected trends, reported sales may increase or decrease by a material amount.

Other

We have made certain other estimates that, while not involving the same degree of judgment as the estimates described above, are important to understanding our financial statements. These estimates are in the areas of measuring our obligations related to our legal and warranty accruals, restructuring accruals and self-insurance accruals.

Recently Issued Accounting Pronouncements

IFRS 9 “Financial Instruments” is the replacement of IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new requirements for classifying and measuring financial assets that must be applied starting January 1, 2013, with early adoption permitted. We are currently evaluating the impact of IFRS 9 on our financial statements.

On May 12, 2011, the IASB released IFRS 10 “Consolidated Financial Statements,” IFRS 11 “Joint Arrangements,” IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” as part of its new suite of consolidation and related standards, replacing and amending a number of existing standards and pronouncements. Each of these standards is effective for annual reporting periods beginning on or after January 1, 2013, with early adoption permitted.

IFRS 10 introduces a new approach to determining which investments should be consolidated and supersedes the requirements of IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities.” Under the requirements of this new standard, the IASB has provided a series of indicators to determine control (replacing the existing hierarchy approach) which requires judgment to be exercised in making the assessment of control. The new standard also introduces the concept of de facto control, provides greater guidance on the assessment of potential voting rights, while also requiring control to be assessed on a continuous basis where changes arise that do not merely result from a change in market conditions.

IFRS 11 overhauls the accounting for joint arrangements (previously known as joint ventures) and directly supersedes IAS 31 “Interests in Joint Ventures” while amending IAS 28 (2011) “Investments in Associates and Joint Ventures”. Under the requirements of the new standard, jointly controlled entities can be accounted for using either the equity or proportional consolidation method, whereas joint ventures (previously referred to as jointly controlled operations and jointly controlled assets) must be accounted for using the proportional consolidation method.

IFRS 12 combines into a single standard the disclosure requirements for subsidiaries, associates and joint arrangements and unconsolidated structure entities. Under the expanded and new disclosure requirements, information is required to be provided to enable users to evaluate the nature of the risks associated with a reporting entity’s interest in other entities and the effect those interests can have on the reporting entity’s financial position, performance and cash flow. In addition, the standard introduces new disclosures about unconsolidated structure entities.

IFRS 13 defines the concept of fair value and establishes a framework for measuring fair value, while setting the disclosure requirement for fair value measurement. The new standard focuses on explaining how to measure fair value when required by other IFRS’s. Prior to the introduction of IFRS 13 there was no single source of guidance on fair value measurement.

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We are currently evaluating the effects of IFRS 10, IFRS 11, IFRS 12 and IFRS 13 on our financial statements.

On June 16, 2011, the IASB published an amendment to IAS 19 “Employee Benefits” which removes certain options in respect of the accounting for defined benefit employment plans, while introducing certain other new measurement and disclosure requirements. Under the amended standard, the IASB now requires the immediate recognition of all actuarial gains and losses as a component of other comprehensive income, effectively removing the ability to defer and leave unrecognized those amounts that were previously permitted under the corridor method. In connection with this amendment, the IASB has also provided additional guidance on the level of aggregated disclosure permitted when plans with differing criteria are presented on a consolidated basis, while also revising the basis under which finance costs are to be determined in connection with defined benefit plans. In addition to these changes the new standard has also introduced further measures to distinguish between short and long term employee benefits while providing additional guidance on the recognition of termination benefits.

In addition on June 16, 2011, the IASB also published an amendment to IAS 1 “Presentation of Financial Statements”. Under the amended standard, the IASB requires an entity to present separately amounts recognized in other comprehensive income that are expected to be reclassified to the profit or loss in the future (even if contingent on future events) from those amounts that would never be reclassified. In addition the amendment proposes a change in the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive income but allows entities the ability to use other titles.

The requirements of the amended IAS 1 and IAS 19 must be applied to the financial year beginning January 1, 2013, with early adoption permitted. We currently account for our defined benefit post-employment plans using the corridor method. We are currently evaluating the effects of the amendment to IAS 1 and IAS 19 on our financial statements.

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BUSINESS

Corporate Information

RGHL’s executive offices are located at Level Nine, 148 Quay Street, Auckland 1010 New Zealand, and its telephone number is +1 (847) 482-2409. We have appointed National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904 as our agent for service of process.

History and Development

Reynolds Group Holdings Limited was incorporated under the Companies Act 1993 of New Zealand on May 30, 2006. Reynolds Group Holdings Limited is a holding company that operates through six segments (SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging) that it acquired in a series of transactions. See “The Transactions” for a description of such acquisition transactions.

Business Overview

Overview

We are a leading global manufacturer and supplier of consumer beverage and foodservice packaging products. We are one of the largest consumer food, beverage and foodservice packaging companies in the United States, as measured by revenue, with leading market positions in many of our product lines based on management’s analysis of industry data. We operate through six segments: SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies, as well as small local businesses. We primarily serve the consumer food, beverage and foodservice market segments.

For a discussion of financial results by segment for each of the last three financial years, see “Operating and Financial Review and Prospects — Results of Operations” and for a discussion of our capital expenditures for each of the last three financial years, see “Operating and Financial Review and Prospects — Liquidity and Capital Resources — Capital Expenditures.”

SIG

SIG is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. We believe SIG holds the number two market position in the global aseptic beverage carton market measured by volume based on our analysis of industry data. Aseptic carton packaging, most prevalent in Europe and Asia, is designed to allow beverages or liquid food to be stored for extended periods of time without refrigeration. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services. SIG has a large global customer base with its largest presence in Europe. The following table shows total segment revenue by geographic region for SIG for each of the years ended December 31, 2011, 2010 and 2009:

	SIG — Revenue by Geographic Region
	2011		2010		2009
	(In $ million)
Europe (excluding Germany)	$	829	$	776	$	780
Germany		312		313		337
Asia (excluding China)		310		270		160
China		249		199		167
Middle East		130		121		96
South America		117		79		43
North America		89		88		85
Total	$	2,036	$	1,846	$	1,668

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History

SIG’s predecessor was established in 1853 as a train car manufacturing plant and has since leveraged its manufacturing expertise to other activities. Combibloc, SIG’s system business model, was originally established in Düsseldorf, Germany in 1878 as a paper business. Combibloc entered the liquid packaging business in 1929 when its founder, Ferdinand Jagenberg, developed the first leak-proof liquid paper container. In 1975, Combibloc introduced its aseptic carton packaging system, which became its principal business. In 1989, SIG acquired Combibloc. In 2004, SIG began a series of divestitures of non-core assets in the packaging and beverage segments. In 2007, SIG was acquired indirectly by Mr. Graeme Hart, our strategic owner, as part of the SIG Acquisition. In 2008, SIG divested its remaining beverage division to focus on aseptic filling and barrier technology as its primary business. On May 4, 2010, Whakatane Mill Limited, a wholly-owned indirect subsidiary of SIG Combibloc, purchased the Whakatane paper mill from Carter Holt Harvey Limited, an indirect wholly-owned subsidiary of Rank Group.

Combibloc Business Model

SIG’s Combibloc business model is based on providing aseptic carton packaging filling machines combined with multi-year aseptic carton supply and service relationships. Aseptic cartons are sold to the customer in the form of a sleeve designed to be used exclusively with SIG’s aseptic filling machines.

Sleeves, Spouts, Caps and Closures

SIG produces aseptic carton sleeves and spouts, caps and closures for use with its aseptic filling machines. During the filling process the sleeve is opened, sealed at the base, aseptically treated, filled with the aseptically treated beverage or liquid food products and then sealed at the top of the carton.

A key differentiator of SIG’s production capability is the broad range of product varieties that can be filled on its systems, in terms of viscosity and particulates. SIG covers a range of markets, including liquid dairy (e.g., milk, cream and soy milk products) and non-carbonated soft drink (e.g., juice, nectar and ice tea). In addition, SIG’s aseptic cartons can also be used for liquid food, such as tomato products, soups and broths, sauces, desserts and baby food.

SIG has developed a variety of innovative packaging solutions to help beverage and food manufacturers differentiate their products and generate stronger brand recognition. In the past, SIG’s cartons were only produced in the rectangular shape and sold under the Combibloc^® trademark, which offered limited potential for manufacturers to differentiate their products. However, SIG’s investment in the development of differentiated packaging solutions, sold under the Combifit^tm and Combishape^® trade names, allows SIG to provide customers with a broad range of solutions. SIG’s aseptic filling machines can now fill both the Combibloc and Combifit product lines on the same filling lines.

In recent years, spouts, beverage caps and closures have become a crucial factor in the success of aseptic carton packaging systems as end-consumers demand greater convenience. SIG recognized this trend at an early stage and, in 1993, it was the first company to introduce a reclosable spout for aseptic beverage cartons. This development has resulted in increased demand for products with a reclosable spout. In recent years, SIG has continued to introduce new types of closures that are easy to open, easy to pour and reclosable. SIG also created a range of tear-off package products that require larger package openings.

SIG operates ten aseptic carton manufacturing plants located at seven production sites worldwide, including six in Europe, one in Southeast Asia, one in South America, one in East Asia and one joint venture in the Middle East. SIG also operates the Whakatane paper mill located in New Zealand. SIG’s global operations allow for efficient delivery of packaging material to customers.

Filling Machines and Services

SIG’s aseptic filling machines use its aseptic carton sleeves to produce and fill aseptic carton packaging. SIG’s aseptic filling machines are advanced in terms of both speed and efficiency. In addition, they can be

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reconfigured for numerous different package formats, which provide SIG’s customers with increased flexibility in their manufacturing processes. SIG also offers a high level of ongoing services to its customers through its network of service technicians and field service engineers. This is designed to allow SIG’s customers to improve the productivity of their aseptic filling machines.

Customers

SIG’s customer base includes leading international companies, large national and regional companies, as well as small local businesses, with its largest customer presence in Europe. SIG’s customer base is stable and diversified, with its top ten customers accounting for 37% of the segment’s revenue. No single customer accounted for more than 10% of the segment’s revenue in 2011.

Competition

The aseptic carton packaging market is consolidated, with SIG being one of only two major participants that provide complete aseptic carton filling systems. However, SIG also faces competition from smaller competitors in the aseptic carton market, including companies that provide aseptic carton sleeves to customers who already own filling machines.

In addition to SIG’s direct competitors in the aseptic carton packaging market, SIG also competes with plastic bottling suppliers and suppliers of packaging materials made of other substrates, which in some cases may be substituted for its aseptic carton packaging.

Marketing and Sales

SIG’s sales and marketing staff coordinate and perform all customer interaction activities, including sales, marketing and technical services. SIG reaches its large and diversified customer base primarily through a direct field sales force of key account managers. SIG’s key account managers make regular visits to existing customers to maintain these relationships. They also identify and develop new customer relationships by extending their contact base to include other major purchasers. Compensation of SIG’s key account managers is partly performance-based.

SIG’s customer service representatives are responsible for processing sales orders, expediting production and liaising with customers on order status. Machine service technicians and field service engineers work closely with key account managers and local marketing staff to satisfy customers’ needs through the production of high quality, value added products and providing on-time deliveries. SIG’s design department includes in-house graphics and design personnel who collaborate with customers to provide specialized printing on aseptic carton packaging to differentiate their brands.

SIG actively supports its sales efforts with market research to identify potential opportunities and market trends across its businesses, and develops promotional materials that highlight SIG’s capabilities within specific market segments.

SIG coordinates its marketing and sales efforts in Linnich, Germany, working together with regional teams to ensure consistency in its brand strategy and advertising. SIG aims at harmonizing the sales, marketing and service organizations that run the business within each country while concurrently bundling expert resources at the regional and global level.

Manufacturing

SIG’s manufacturing primarily consists of assembly of aseptic filling machines and production of aseptic carton sleeves that are used by its machines to create an aseptic carton container for its customers’ beverage and liquid food products.

Assembly of aseptic filling machines takes place at SIG’s manufacturing facilities in Linnich, Germany, Suzhou, China, and Rayong, Thailand. All of SIG’s equipment is highly modularized to ensure that different

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machine types use common parts and components, thereby reducing the cost of material and assembly and the cost of inventory for assembly and spare parts. SIG’s operations in Rayong and Suzhou focus on manufacturing machines for the Asian markets, which are smaller size formats. SIG’s Linnich facility manufactures the complete range of machines.

SIG produces aseptic carton sleeves at ten manufacturing facilities in seven locations in Linnich and Wittenberg, Germany, Saalfelden, Austria, Rayong, Thailand, Suzhou, China, Curitiba, Brazil and Riyadh, Saudi Arabia. The Riyadh plant is a joint venture between SIG and Obeikan Industrial Investment Group. SIG produces spouts, caps and closures in Neuhausen, Switzerland.

Raw Materials and Suppliers

The packaging material for aseptic carton sleeves is composed of a laminate of cartonboard, PE and aluminum. Cartonboard provides stiffness, PE renders packaging liquid-tight and aluminum blocks out light and oxygen. In 2011, the total value of raw materials, including steel and components for SIG’s filling machines, was $1,032 million and represented 74% of SIG’s total cost of sales, excluding depreciation and amortization.

SIG purchases its raw materials from a number of major European and Asian suppliers. SIG’s relations with its suppliers are satisfactory, and SIG has had long-term relationships with many of its large suppliers. In addition, SIG relies on a small number of suppliers for its cartonboard requirements for its aseptic carton packaging business. Specifically, SIG purchases nearly all of its cartonboard requirements from Stora Enso Oyj. SIG has purchased cartonboard from Stora Enso Oyj for several years, generally pursuant to written contracts, but from time to time without a written contract in place. SIG’s current contract with Stora Enso Oyj expires on December 31, 2013. In the event that SIG was unable to purchase cartonboard from Stora Enso Oyj for a significant period of time, SIG would attempt to secure such cartonboard from other suppliers, which could lead to interruptions to supply or to higher input costs, which may adversely affect our business and results of operations.

SIG expects to derive vertical integration benefits from the acquisition of the Whakatane paper mill that was completed in May 2010. SIG has an internal supply of paperboard from the Whakatane paper mill, which currently accounts for approximately 3% of SIG’s supply of paperboard and we intend to increase this percentage significantly over the next three years.

The prices of SIG’s raw materials fluctuate in conjunction with movements in cartonboard, PE and aluminum prices. PE prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. These factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions. The price of cartonboard may fluctuate widely due to external conditions such as weather, product scarcity, commodity market fluctuations, currency fluctuations and changes in governmental policies and regulations.

SIG manages its relationships with suppliers through a central supply-procurement system. SIG ensures that it receives a continuous supply of materials using vendor-managed inventory and consignment stocking. With some suppliers, SIG also uses just-in-time deliveries to increase flexibility and medium-term contracts to produce arrangements that are mutually beneficial. SIG reviews supplier developments in regular business review meetings as well as through supplier audits.

Quality Management

Meeting customers’ complex requirements and technical specifications requires a strong commitment to quality and attention to detail. SIG is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process through the involvement of management and employees. SIG uses a stringent technique of hazard analysis and critical control points to identify critical aspects of alimentary safety, and Quality Management methods and tools to identify key areas for improvement such as the reduction of waste and downtime.

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Intellectual Property

SIG has a significant number of registered patents and trademarks. SIG carefully protects its patents and trademarks on its products and processes and actively defends its intellectual property rights throughout the world. SIG actively monitors its competitors to pursue any infringement of its rights.

SIG’s trademark strategy consists of two elements — its corporate brand and individual product brands. SIG has registered the SIG corporate brand as a word mark in many countries around the world and as a device in all classes relevant to the packaging sector.

SIG also relies on unpatented proprietary know-how and trade secrets and employs various methods, including confidentiality agreements with employees and consultants to protect SIG. Additionally, SIG has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to third parties. SIG attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into business relationships.

While in the aggregate SIG’s patents are of material importance to SIG’s business, SIG believes that its business is not dependent upon any single patent or group of related patents. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. Other than licenses for commercially available software, SIG does not believe that any of its licenses from third parties are material to its business taken as a whole. SIG does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

SIG focuses on the main segments of the aseptic carton packaging markets, specifically the liquid dairy and non-carbonated soft drink markets. For these segments, we believe that new product innovation is necessary to be able to maintain existing market positions, grow in emerging regional markets and enter new markets. Development of new opening solutions is mainly driven by cost optimization, opening and pouring performance, better functionality and improvement of system robustness and product integrity. SIG also focuses on output and robustness — with respect to improvement of efficiency, cost and reliability — of aseptic filling lines. Product quality and integrity, competitive system cost, environmental sustainability, availability of new technologies and SIG’s margins are key drivers for the development of new and improved products. SIG incurred research and development costs of $101 million, $87 million and $83 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Information Technology

SIG’s worldwide information technology organization provides IT services to all of its operations. Additionally, SIG’s business locations are supported by regional IT staff. SIG uses SAP enterprise resource planning applications to support nearly all processes within its organization and also integrates other applications such as computer aided design/manufacturing and product data-capturing applications into SAP. SIG’s SAP systems are consolidated and operate from one data center in Linnich, Germany secured by an additional backup data center.

Employees

As of December 31, 2011, SIG employed approximately 4,900 people. A significant number of SIG’s employees are covered by collective labor agreements, including agreements with Verdi and IG Metall at SIG’s plants in Germany. SIG has had no history of significant industrial disruption or strikes among its employees in any of its jurisdictions. We believe SIG’s relationships with its employees and labor unions are satisfactory.

SIG has established a pension fund in Switzerland providing benefits according to a defined benefit plan. In other countries, pension plans have also been established as defined benefit plans, which are mainly unfunded.

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Insurance

SIG maintains the types and amounts of contractual and third-party insurance coverage customary in the market in which it operates. We believe that SIG’s insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

Regulatory

SIG’s business is subject to regulation applicable to SIG as well as to its customers in virtually every country where it has operations. Future regulatory and legislative change can affect the economics of its business activities, lead to changes in operating practices and influence the demand for and the cost of providing services to its customers. SIG has adopted compliance programs and procedures designed to attempt to ensure compliance with applicable laws and regulations. These programs and procedures are generally effective. Because of the complexity of these laws and regulations and the global scope of business, compliance cannot be guaranteed.

SIG is subject to extensive laws and regulations in the jurisdictions in which it operates, including environmental, health and safety laws and regulations. Among other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of SIG’s employees, regulate the materials used in and the recycling of products, and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances.

SIG could be held liable for the costs to address contamination of any real property it has ever owned, operated or used as a disposal site. For example, some of SIG’s sites have a history of industrial operations that include the use or handling of hazardous materials. While SIG is not aware of any such sites as to which material outstanding remedial obligations exist, the discovery of additional contaminants or the imposition of cleanup obligations at these or other sites in the future could result in substantial liability. SIG also could incur fines, penalties and sanctions and damages from third-party claims for property damage or personal injury as a result of violations of or liabilities under environmental laws. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the imposition of other environmental liabilities in the future, including investigation or regulation of the potential health hazards of SIG’s products or business activities, may lead to additional compliance or other costs that could have a material adverse effect on SIG’s business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, to these issues with increased legislation and regulations, such as those related to greenhouse gas emissions and the Kyoto Protocol, an international agreement linked to the United Nations Framework Convention on Climate Change, which could negatively affect SIG. These initiatives may cause SIG to incur additional direct costs in complying with any new environmental legislation or regulations, as well as increased indirect costs resulting from SIG’s suppliers, customers, or both incurring additional compliance costs that could get passed through to SIG or impact product demand.

Legal Proceedings

SIG is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to SIG’s financial position, results of operations or cash flows.

Evergreen

Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. We believe Evergreen holds the number one market position for fresh beverage cartons and fresh liquid packaging board in the global and North American markets measured by tons of fresh liquid packaging board, based on our analysis of industry data. Fresh carton packaging, most predominant in North America, is designed for beverages that require a cold-chain distribution system, and

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therefore have a more limited shelf life than beverages in aseptic carton packaging. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts, and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Evergreen also produces paper products, including coated groundwood primarily for catalogs, inserts, magazine and commercial printing, as well as uncoated freesheet primarily for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America. The following tables show total segment revenue by product group and revenue by geographic region for Evergreen for each of the years ended December 31, 2011, 2010 and 2009:

	Evergreen — Revenue by Product Group
	2011		2010		2009
	(In $ million)
Cartons	$	775	$	755	$	757
Liquid Packaging Board		441		416		336
Paper Products		387		412		336
Total	$	1,603	$	1,583	$	1,429

	Evergreen — Revenue by Geographic Region
	2011		2010		2009
	(In $ million)
North America	$	1,178	$	1,206	$	1,086
Asia		199		187		171
Latin America		141		110		100
Europe		67		58		29
Other		18		22		43
Total	$	1,603	$	1,583	$	1,429

History

Evergreen’s predecessor was established in 1946 when International Paper, or “IP,” entered the beverage packaging business by acquiring Single Service, Inc. Over the years, the business was responsible for many breakthroughs in beverage carton packaging, including the introduction of PE coated cartons and barrier board technology. In January 2007, IP’s Bev Pack Business was acquired indirectly by Mr. Graeme Hart, our strategic owner, as part of the Initial Evergreen Acquisition. IP’s Bev Pack Business included fresh beverage converting facilities, a fresh filling machine manufacturing facility and the Pine Bluff, Arkansas mill. Subsequent to the Initial Evergreen Acquisition, the business was renamed Evergreen. In July 2007, Blue Ridge Paper Products, Inc., or “Blue Ridge,” was acquired by Evergreen. Blue Ridge was an independent manufacturer of beverage packaging products. The Blue Ridge business included fresh beverage converting facilities and the Canton, North Carolina mill.

Total Packaging Solution

Evergreen employs a business model that we refer to as “Total Packaging Solution,” which is based on providing Evergreen’s customers with a single source for all of their fresh beverage carton packaging requirements. Fresh carton sleeves can be used with Evergreen’s fresh filling machines, as well as other fresh filling machines. Carton sales represented 48% of Evergreen’s revenue in 2011 and are sold under multi-year and shorter term contracts. These contracts have historically provided visibility into and predictability of Evergreen’s future revenue.

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Fresh Carton Sleeves, Spouts, Caps, Closures and Filling Machines

Evergreen produces and sells fresh carton sleeves and supplies spouts, caps and closures. During the filling process, the sleeve is opened, sealed at the base, filled with the beverage products and then sealed at the top of the carton.

Fresh carton sleeves can be used for a variety of beverages including liquid dairy drinks, such as regular and flavored milk, and non-carbonated soft drinks, such as fresh juice, fruit-based drinks and iced tea. Fresh cartons are also used for food items, such as liquid eggs, and for non-food items, such as liquid detergents and softeners.

Evergreen has developed a variety of packaging solutions to help beverage manufacturers differentiate their products and generate stronger brand recognition. Evergreen’s barrier board technology allows its customers to achieve longer shelf life for their products as well as protect against the loss of vitamins and other nutrients. Furthermore, the application of high-definition, multi-color, printed designs to the cartons gives customers the ability to differentiate their products.

Evergreen’s fresh filling machines use fresh carton sleeves to produce and fill fresh carton packaging. Evergreen offers its customers a variety of filling machine models with different capabilities, which can be reconfigured for different package volumes, providing its customers with flexibility in their manufacturing processes. Evergreen’s fresh filling machines may be sold or leased directly to customers or sold to a third-party finance company, which then leases the filling machines to customers.

Liquid Packaging Board

The production of liquid packaging board at Evergreen’s mills in Pine Bluff, Arkansas and Canton, North Carolina allows Evergreen to be a vertically integrated producer of fresh cartons. Evergreen’s Pine Bluff and Canton mills produce multiple grades of liquid packaging board, both PE coated and uncoated, for fresh cartons. Evergreen’s liquid packaging board products can be broadly grouped into three categories: PE coated liquid packaging board, or “PE coated board,” PE coated / co-extruded liquid packaging board, or “barrier board,” and uncoated liquid packaging board, or “uncoated board.” In addition, Evergreen’s mill in Canton produces cupstock for the manufacture of hot and cold cups as well as ovenable trays for the frozen food market as an alternative to plastic trays.

Other Paper Products

Evergreen also offers a range of paper products, including coated groundwood, which is used in catalogs, magazine and inserts, and commercial printing as well as uncoated freesheet primarily for envelope, specialty and offset printing paper.

Customers

Evergreen’s customer base includes leading international companies, large national and regional customers and smaller local businesses, with its largest presence in North America. Many of Evergreen’s customer sales contracts are index based allowing for pass-through of input cost movements on a quarterly to annual basis. In 2011, Evergreen’s top ten customers accounted for 40% of the segment’s gross revenue, and no single customer accounted for more than 10% of the segment’s gross revenue.

The Pine Bluff and Canton mills’ aggregate liquid packaging board production is used by Evergreen’s fresh carton packaging business and is also sold to external fresh carton converting customers, with whom Evergreen generally has long-standing relationships. In addition, Evergreen sells liquid packaging board to other customers, who produce ovenable trays and cupstock.

Evergreen’s coated groundwood customers consist primarily of catalog and magazine publishers. Evergreen’s uncoated freesheet customers consist primarily of envelope converters, specialty paper producers and commercial printers. Evergreen sells both directly and through paper brokers in the coated groundwood and uncoated freesheet markets.

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Competition

The fresh carton market is fairly consolidated. We believe Evergreen is the only major market participant that provides vertically integrated liquid packaging board as well as complete fresh carton packaging systems consisting of cartons, filling machines and spouts. We believe Evergreen is the largest participant in the fresh carton packaging market measured by volume globally and in North America based on our analysis of industry data.

Furthermore, we believe Evergreen is the largest producer of liquid packaging board for fresh cartons globally and in North America based on our analysis of industry data. Evergreen is a relatively small producer of coated groundwood within a concentrated North American coated papers market. Evergreen is also a small producer of uncoated freesheet within a concentrated market.

Marketing and Sales

Evergreen’s sales and marketing staff coordinates and performs all customer interaction activities, including sales, marketing and technical services. Evergreen reaches its large and diversified customer base primarily through a direct field sales force.

Evergreen’s customer service representatives are responsible for processing sales orders, expediting production and liaising with customers on order status. Machine service technicians, paper technicians and field service engineers work closely with key account managers to satisfy customers’ needs.

Evergreen has a marketing and new product development team focused on leveraging its Total Packaging Solution model and creating new, value added products in current and adjacent markets.

Evergreen’s product innovation aims to deliver new packaging products for both customers and end-use consumers, and to generate a percentage of future revenue from new products. The innovation process follows a traditional stage gate development process. One of Evergreen’s primary competitive advantages in fiber based cartons is offering a total system solution — from board manufacture to efficient filling machines. Therefore, new carton product design teams include expertise from equipment, converting, the mills, and often closures. A key focus for innovation is leveraging leading board and barrier technologies to adjacent markets — liquid eggs and fabric softener are two examples.

Manufacturing

Evergreen operates two integrated pulp and paper mills in North America and 14 sleeve production plants globally, including seven in the United States, three in Asia, one in Latin America and two in the Middle East. Evergreen’s manufacturing operations primarily consist of production of paper and packaging cartonboard, manufacturing and assembly of filling machines and parts and production of fresh carton sleeves that are used with its machines to create fresh carton containers for its customers’ beverage products. Fresh carton sleeves are also shipped to Evergreen’s customers for filling.

Fresh Carton Sleeves, Spouts, Caps, Closures and Filling Machines

Evergreen produces fresh carton sleeves at seven locations in North America and seven locations internationally. Evergreen outsources to Closures and to external manufacturers its production of spouts, caps and closures, which are manufactured to Evergreen’s design and specifications. Evergreen has exclusive supply contracts with Closures and external manufacturers.

Manufacture and assembly of fresh filling machines takes place at Evergreen’s manufacturing facilities in Cedar Rapids, Iowa, and Shanghai, China. Evergreen’s filling machines are mainly utilized to fill cartons of non-carbonated soft drinks, such as juice and juice drinks, and liquid dairy products. Evergreen both manufactures and outsources components used in the production of its fresh filling machines. The majority of Evergreen’s manufacturing suppliers are located near the Cedar Rapids facility. In addition, Evergreen sources some components from China.

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Mills

Evergreen’s mills are vertically integrated pulp and paper manufacturing facilities that have their own power generation plant, bleached hardwood and softwood “kraft” pulp lines and extrusion capabilities. The Pine Bluff mill houses one liquid packaging board machine and one coated groundwood machine. In addition, the Pine Bluff mill has a groundwood pulp line to supply the coated groundwood machine. The Canton mill houses one liquid packaging board machine and three uncoated freesheet machines.

Raw Materials and Suppliers

In 2011, the total value of raw materials consumed by Evergreen was $604 million and represented 46% of Evergreen’s total cost of sales, excluding depreciation and amortization.

Evergreen internally sources its liquid packaging board requirements from its paper mills in Pine Bluff and Canton. To produce cartonboard at its mills, Evergreen sources wood and resin from a variety of North American suppliers. Evergreen’s relationships with its suppliers are satisfactory.

The prices of Evergreen’s raw materials fluctuate in conjunction with market movements in commodities. Raw wood and wood chips are typically purchased from sources close to the mills, and as a result, prices are established based on local conditions. Potential price fluctuations can occur due to poor weather conditions or insect infestation, but are infrequent due to the techniques and practices of lumber extractors. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. In order to minimize the impact of price fluctuations, Evergreen uses price hedging arrangements for purchases of energy and single and multi-year agreements, defined as longer than one year, that provide for fixed prices or prices that escalate based on inflation or published index movements.

Evergreen manages its relationships with suppliers through a central supply-procurement system. It ensures that it receives a continuous supply of materials using vendor-managed inventory and consignment stocking. Evergreen reviews supplier developments in regular business review meetings.

Quality Management

Meeting customers’ complex requirements and technical specifications requires a strong commitment to quality and attention to detail. Evergreen is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process through the involvement of management, customers, and employees. Evergreen uses a stringent technique of hazard analysis and critical control points to identify critical aspects of quality management, as well as methods and tools to identify key areas for improvement that result in a reduction of waste and downtime, at all of Evergreen’s facilities and those of its customers.

Intellectual Property

Evergreen has a portfolio of several hundred registered patents and registered trademarks. Evergreen uses internal and external resources to manage its intellectual property portfolio and actively defends its intellectual property rights throughout the world.

Evergreen also relies on unpatented proprietary know-how and trade secrets and employs various methods including confidentiality agreements with employees and consultants to protect its intellectual property. Additionally, Evergreen has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to third parties. Evergreen attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into business relationships.

While in the aggregate Evergreen’s patents are of material importance to Evergreen’s business, Evergreen believes that its business is not dependent upon any single patent or group of related patents. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. Other than licenses for commercially available software, Evergreen does not believe that any of its

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licenses from third parties are material to its business taken as a whole. Evergreen does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

Information Technology

Evergreen’s worldwide information technology organization provides IT services to all of its businesses. Evergreen uses SAP enterprise resource planning applications to support nearly all processes within its organization and also integrates other purchased and custom developed applications. Evergreen’s SAP systems are consolidated and operate from one data center in a location secured by an additional backup data center.

Employees

As of December 31, 2011, Evergreen employed approximately 4,100 people. A significant number of Evergreen’s employees are covered by collective labor agreements. Recently, Evergreen successfully concluded labor negotiations with the unions at a number of its manufacturing facilities. We believe Evergreen’s relationships with its employees and labor unions are satisfactory.

Insurance

Evergreen maintains the types and amounts of contractual and third-party insurance coverage customary in the market in which it operates. We believe Evergreen’s insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

Regulatory

Evergreen’s business, including its customers, is subject to regulation in virtually every country in which it has operations. Future regulatory and legislative change can affect the economics of its business activities, lead to changes in operating practices and influence the demand for and the cost of providing services to its customers. Evergreen has adopted compliance programs and procedures designed to achieve compliance with applicable laws and regulations. These programs and procedures are generally effective. However, because of the complexity of these laws and regulations, variance in production inputs and efficiencies, and the global scope of business, compliance cannot be guaranteed.

Evergreen is subject to extensive laws and regulations in the jurisdictions in which it operates, including environmental, health and safety laws and regulations. Among other things, these requirements regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of Evergreen’s employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances.

Evergreen could be held liable for the costs to address contamination of any real property it has ever owned, operated or used as a disposal site. For example, some of Evergreen’s sites, such as the Canton and Pine Bluff mills, have a history of industrial operations that include the use or handling of hazardous materials. While we are not aware of any such sites as to which material outstanding remedial obligations exist, the discovery of additional contaminants or the imposition of investigation or cleanup obligations at these or other sites in the future could result in substantial liability. In addition, while indemnities relating to certain environmental matters were provided by prior owners under certain asset purchase agreements, some of the indemnities are limited in duration and scope.

Evergreen also could incur fines, penalties and sanctions and damages from third-party claims for property damage, personal injury or nuisance as a result of violations of or liabilities under environmental laws or in connection with releases of hazardous or other materials, such as in connection with wastewater released to the Pigeon River from the Canton mill. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the imposition of other environmental liabilities in the future, including additional financial assurance or environmental permit requirements or investigation or regulation of the potential health hazards of certain of Evergreen’s products or

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business activities, may lead to additional compliance or other costs that could have a material adverse effect on Evergreen’s business, financial condition or results of operations.

Evergreen has been addressing issues associated with its wastewater discharges from the Canton mill. In May 2010, North Carolina environmental regulators issued a revised wastewater discharge permit, with a five-year term beginning July 1, 2010, that addressed EPA concerns regarding water color and temperature. In June 2010, North Carolina environmental regulators issued a revised color variance to the permit. In July 2010, the Southern Environmental Law Center, acting on behalf of various parties, filed challenges to the permit in the North Carolina Office of Administrative Hearings; in August 2010, it also contested the color variance. Evergreen intervened in these proceedings and, in January 2011, the cases were consolidated.

In April 2012, the parties entered into a Partial Settlement Agreement and Joint Stipulation to Stay (the “Wastewater Settlement”). Under the terms of the Wastewater Settlement, North Carolina regulators agreed, subject to EPA approval, to lower temperature limits in Evergreen’s wastewater discharge permit. Evergreen agreed to prepare an updated study of the Pigeon River prior to 2014 and to fund a study of color in the Pigeon River prior to 2013. The petitioners agreed to dismiss their claims relating to temperature limits and to stay the proceedings with respect to color limits while Evergreen conducts its color study. The Wastewater Settlement is not expected to have a material adverse effect on Evergreen’s business, financial condition or results of operations.

In addition, in 2009, North Carolina issued an emergency change in the maximum arsenic ambient air level, which effectively allowed the state to reopen limits established in existing air permits. The biomass boiler at the Canton mill, which is partially fueled by coal, did not comply with the new level. In January 2011, Evergreen signed a Special Order by Consent issued by the North Carolina regulatory authorities, which requires Evergreen to take certain actions to bring the biomass boiler into compliance with the new arsenic level, and may require it to make certain upgrades to the boiler. However, state regulators are deferring further action on this issue until the state Science Advisory Board determines the appropriate level for arsenic.

Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, to these issues with increased legislation and regulations, which could negatively affect Evergreen. For example, the United States Congress has considered legislation to reduce emissions of carbon dioxide and other greenhouse gases. Similarly, the EPA is regulating certain greenhouse gas emissions under the federal Clean Air Act. These and other climate change initiatives may cause Evergreen to incur additional direct costs in complying with any new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Evergreen’s suppliers, customers, or both incurring additional compliance costs that could get passed through to Evergreen or impact product demand. In addition, the EPA is also continuing the development of other new standards and programs that may be applicable to our operations. For example, the EPA has issued but is currently reconsidering regulations under the Clean Air Act governing emissions from industrial boilers. These or other rules promulgated in the future could result in additional material costs to Evergreen, including costs necessary to upgrade or replace its boilers.

Legal Proceedings

Evergreen is a party to various litigation matters, including with respect to environmental matters, arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation and environmental matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Evergreen’s financial position, results of operations or cash flows.

Closures

Closures is a leading manufacturer of plastic beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market. We estimate Closures holds the number one market position in the global plastic beverage caps and closures market measured by volume based on our analysis of industry data. Closures’ products also serve the liquid dairy, food, beer and

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liquor, pharmaceutical and automotive fluid markets. In addition to supplying plastic caps and closures, Closures also offers high speed rotary capping equipment, which secures caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America. The following tables show total segment revenue by product group and revenue by geographic region for Closures for each of the years ended December 31, 2011, 2010 and 2009:

	Closures — Revenue by Product Group
	2011		2010		2009
	(In $ million)
Plastic Closures	$	1,165	$	992	$	833
Metal Closures		118		117		98
Capping Equipment		46		65		49
Total	$	1,329	$	1,174	$	980

	Closures — Revenue by Geographic Region
	2011		2010		2009
	(In $ million)
North America	$	556	$	472	$	363
Asia		273		233		206
Europe		244		218		196
South America		222		212		176
Other		34		39		39
Total	$	1,329	$	1,174	$	980

History

Closures has been supplying caps and closures since its inception in the 1930s as part of Alcoa’s packaging business. Closures started developing aluminum closures primarily for the food industry and continued to develop its manufacturing capabilities through the 1940s and 1950s. In the 1960s, Closures introduced the first resealable aluminum roll-on closure for the beer and soft drink industries. In 1986, Closures acquired H-C Industries, which had developed a patented compression molding process to make plastic closures for carbonated soft drinks. Throughout the 1990s and 2000s, Closures continued to develop innovative closure solutions such as spout fitments for gable top juice containers and hot-fill closures for sports drinks, and entered the European and Asian markets during this period. In 2008, Closures was acquired indirectly by Mr. Graeme Hart, our strategic owner, as part of the Reynolds Acquisition. On February 1, 2010, Closures purchased Obrist Americas, Inc., a U.S. manufacturer of plastic non-dispensing screw closures for carbonated soft drinks and water containers. The acquired company was renamed Closure Systems International Americas, Inc.

Global Packaging Solution

Closures employs a business model, which we refer to as the “Global Packaging Solution,” through which it provides effective and complete closure solutions to its customers. As the only major global provider of beverage caps and closures as well as high speed rotary capping equipment and related services, we believe this model differentiates Closures from its competitors and positions it as a supplier of choice for customers throughout the world. Closures’ operations are strategically located in geographic proximity to its customers and are focused on providing innovative closure solutions, quality products, capping equipment and services to its customers, designed to reduce their overall cost of operations. Beverage caps and closures are sold mostly under multi-year contracts, defined as longer than one year. Many of Closures’ customers have been customers for over 20 years. Closures’ strong client relationships, high contract renewal rates and longstanding customer relationships historically have provided visibility into future revenue.

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Caps and Closures

Closures’ caps and closures can be used for a variety of beverages, including carbonated soft drinks, non-carbonated soft drinks, bottled water, juices and sports drinks, which are primarily filled in PET containers and require a plastic closure. In addition, Closures’ caps and closures can also be applied to seal high density polyethylene containers or glass containers as required by the customer. Closures has also been able to take advantage of the increasing use of plastic caps and closures in the food, dairy and alcoholic beverages categories. Closures’ customer relationships have enabled it to expand its core beverage caps and closures product offering through the development of higher margin, customized closure solutions. Closures’ caps and closures are sold mostly under multi-year contracts.

In 2007, Closures introduced the mini-closures platform of products in all of its major markets, except Japan. The mini-closures provide Closures’ customers with reduced packaging costs, increased sealing technologies, seal integrity and easy-open convenience.

Capping Equipment and Services

Closures is a global leader in beverage capping equipment. In addition, Closures can provide customized cap handling and application systems specifically tailored to customer needs. Closures builds capping machinery for a wide range of cap and closure applications, and production and process environments, offering innovative system solutions for cold-fill, hot-fill and aseptic-fill applications. These products and services are designed to deliver a comprehensive system of customer value and reliability.

In addition to the original capping systems equipment, Closures also supplies its customers with replacement parts through its global spare parts network and online store, as well as technical service through a team of technicians strategically located in geographic proximity to its customers. This is designed to allow Closures’ customers to improve the productivity of their capping machines, which may result in increased caps and closures sales. Closures’ capping machinery is typically sold directly to the end-use customer.

Closures provides capping machine services both before and after a capping machine placement to help customers improve productivity. These services include retooling programs, quick-change capping conversion, training services, troubleshooting and machine upgrades, on-site capping inspections and line efficiency improvements.

The business is supported by regionally based technical services professionals worldwide, strategically located in geographical proximity to Closures’ customers. Closures’ emphasis on service leads to strong customer loyalty and generates results by ensuring optimal capping machine efficiency, which may drive cap and closure demand and provide Closures with a competitive advantage.

Customers

Closures’ customer base includes leading international companies as well as large national and regional companies primarily in the beverage and consumer product industries. Where appropriate, Closures manages its customer relationships with large beverage companies at both the parent company and the local bottler levels. This approach allows Closures to foster relationships at the various purchasing decision points, thereby minimizing its exposure to any one particular contract and enabling it to understand the developing requirements of beverage customers. In 2011, Closures’ top ten customers accounted for 25% of the segment’s gross revenue and no single customer accounted for more than 10% of the segment’s gross revenue.

The majority of Closures’ revenue is derived from multi-year contracts. Many of Closures’ customer sales contracts contain price adjustments based on changes in resin prices which allows Closures to pass through varying degrees of the changes in resin prices to its customers. Where possible, Closures seeks to stagger the expiration dates of its contracts to avoid the need to renew several large contracts at the same time.

Competition

The global caps and closures market is highly fragmented, with Closures being one of a few global participants. Most other competitors are either local or regional companies primarily supplying only one region

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of the world. In addition, we believe that Closures is the largest plastic beverage caps and closures producer worldwide measured by volume based on our analysis of industry data. We believe Closures has the number one global market position by volume in plastic beverage caps and closures overall as well as the number one global market position in beverage caps and closures by volume for the carbonated soft drink segment based on our analysis of industry data. We believe Closures benefits from its proximity to clients, stringent product specifications demanded by its multinational client base, high upfront investment costs and its ability to provide integrated closure system solutions. Closures also offers strong product design capabilities, leading technology innovation, speed of product delivery, value-added features and cost competitiveness, all of which are differentiating factors in the caps and closures market.

Marketing and Sales

Closures reaches its customer base primarily through a direct field sales organization. Closures’ sales teams are principally organized by region and are supported by global marketing teams that are focused on each of its key market segments such as carbonated soft drink, non-carbonated soft drink, bottled water and liquid food. Each of the marketing teams also has dedicated project management and product design members to further synchronize project and client needs.

We believe Closures is the only global supplier of a completely integrated closures solution by offering both caps and closures and capping equipment. This provides a strategic advantage for Closures as both its sales professionals and service technicians have the ability to solicit real-time feedback and provide Closures with unique insight on global cap and closure operations, consumer trends and competitor products. We believe this flow of shared knowledge between equipment sales, cap and closure sales and equipment service personnel helps Closures effectively develop and manufacture high quality, innovative products that meet the needs of its customers.

Manufacturing

Closures is headquartered in Indianapolis, Indiana, and operates 32 manufacturing locations worldwide.

Caps and Closures

Closures manufactures caps and closures at 30 of its 32 manufacturing facilities globally. Closures’ global operations enable it to effectively service its broad global customer base and provide a competitive advantage relative to smaller regional suppliers. These facilities manufacture caps and closures utilizing Closures’ patented compression molding technology, as well as injection molding and metal stamping processes. Closures manufactures its own proprietary compression molding equipment, which is a key competitive advantage as it allows Closures to quickly increase manufacturing capacity as demand grows. Using this technology, Closures manufactures a broad range of sealing solutions such as molded in-shell liners, disc liners, induction and conduction seals as well as tamper evidence bands.

Capping Equipment

Closures’ capping equipment is manufactured globally at locations in Germany, Japan, China and the U.S. Equipment produced in Germany is primarily supplied to Europe, Africa, the Middle East and some countries in Asia, while equipment made in Japan is primarily sold in Japan, China and other Asian countries. Equipment manufactured in China is sold only in China. U.S. manufactured equipment is primarily sold in North, South and Central America. Maintaining global platforms for base equipment designs and having multiple manufacturing locations ensures that Closures can provide the right product features for the local market needs anywhere in the world regardless of the filling process that the customer is using.

Raw Materials and Suppliers

Closures’ principal raw materials are resin and metal. In 2011, the total value of raw materials purchased by Closures was $689 million, with the majority of raw materials being plastic resin. Total raw materials represented 65% of Closures’ total cost of sales, excluding depreciation and amortization in 2011.

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Closures’ centralized purchasing function enables it to leverage its global purchasing power and reduce dependence on any one supplier. Closures also maintains local purchasing representation at most manufacturing facilities to take advantage of low cost local suppliers and reduced transportation costs. Closures sources its raw materials from a variety of high quality, dependable suppliers and maintains multiple suppliers for each input. Closures typically has one year contracts with all key resin, colorant and aluminum suppliers, providing a steady supply of raw materials. We believe that the pricing terms under these contracts are consistent with the terms available in the market, and Closures has not historically experienced any significant interruptions of key raw material supplies.

Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. To mitigate the volatility of resin prices, the majority by volume of Closures’ customer sales contracts contain price adjustments based on changes in resin prices which allows Closures to pass through varying degrees of the changes in resin prices to its customers. In certain instances, Closures has also been able to negotiate raw material price adjustments with customers not subject to these clauses.

Closures considers its relationships with its suppliers to be satisfactory and has relationships spanning more than ten years with a majority of its top suppliers.

Quality Management

Meeting customers’ complex requirements and technical specifications requires a strong commitment to quality, customer service, process controls and reliability. Closures maintains technology centers in the U.S., Europe, Japan, China and South America that are focused on product engineering, testing and design. In addition, we believe Closures has unique testing capabilities through its laboratories located around the world that are fully accredited by major global beverage manufacturers. Closures also uses pilot bottling line equipment to simulate customer filling and capping operations in order to facilitate real world product testing prior to customer line trials. This provides a key advantage for Closures as large customers can leverage Closures’ testing capabilities and avoid the need to perform their own independent product testing.

Closures’ production facilities employ efficient, technologically advanced manufacturing capabilities. In addition, each facility offers reliable customer service, timely delivery and quality performance.

Intellectual Property

Closures has hundreds of registered patents and registered trademarks which, along with trade secrets and manufacturing know-how, help support Closures’ ability to add value within its market and sustain its competitive advantages. Closures carefully monitors its patents and trademarks on its products and processes and defends its intellectual property rights throughout the world. Closures invests a considerable amount of resources in developing its proprietary products and manufacturing capabilities and employs various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual property. Additionally, Closures has licensed, and may license in the future, patents, trademarks, trade secrets and similar intellectual property to third parties. Closures attempts to contractually ensure that its intellectual property and similar proprietary rights are protected when entering into business relationships.

While in the aggregate Closures’ patents are of material importance to Closures’ business, Closures believes that its business is not dependent upon any single patent or group of patents. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. Other than licenses for commercially available software, Closures does not believe that any of its licenses from third parties are material to its business taken as a whole. Closures does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

New product innovation is a key component of Closures’ core growth strategy. Closures’ new product development process is based on a fundamental understanding of the interactions between product design, materials of construction, and manufacturing and application processes. Key trends driving new product development include cost reduction, product integrity preservation, tamper evidence enhancement, increased

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brand equity and promotion and consumer functionality. As an example, Closures’ mini-closure platform of products, which significantly reduces raw material costs without sacrificing product performance, has been introduced in all but one of its major markets. In addition, Closures has been a leading innovator in the development of tamper evidence beverage caps and closures and has launched new closures with enhanced tamper evidence. Furthermore, Closures has been a leading innovator in the development of one piece beverage closures, which provide customers with an alternative high performance design that can be manufactured in one resin material, while retaining similar performance characteristics to closures using two materials. Closures incurred research and development costs of $14 million, $13 million and $11 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Information Technology

Closures’ facilities utilize a variety of information systems. Over the last few years Closures has migrated many of its major locations and regions to Oracle EBS which provides the backbone for financial, manufacturing and commercial transactions and reporting. At the present time, Closures shares an Oracle EBS information systems platform with the Reynolds consumer products and Reynolds foodservice packaging businesses. The locations on Oracle EBS use several of the system’s core business functionalities such as Order to Cash, Requisition to Pay, Shop Floor Manufacturing and General Ledger.

Employees

As of December 31, 2011, Closures employed approximately 3,300 people. A small number of employees at its Randolph, New York facility are members of a labor union. A significant portion of Closures’ employees in Japan are members of a labor union. In addition, many of Closures’ employees in Europe are represented by works councils. Closures has not experienced any significant union related work stoppages over the last 20 years, and it considers its relationship with its employees and labor unions to be satisfactory.

Insurance

Closures maintains the types and amounts of contractual and third-party insurance coverage customary in the market in which it operates. We believe that Closures’ insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

Regulatory

Closures’ operations are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. Among other things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of its employees, regulate the materials used in, and the recycling of, products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. Closures could be held liable for the costs to address contamination of any real property it has ever owned, operated or used as a disposal site. For example, some of Closures’ sites have a history of industrial operations that include the use or handling of hazardous materials. While Closures is not aware of any such sites as to which material outstanding remedial obligations exist, the discovery of additional contaminants or the imposition of cleanup obligations at these or other sites in the future could result in substantial liability. Closures also could incur fines, penalties and sanctions and damages from third-party claims for property damage or personal injury as a result of violations of or liabilities under environmental laws. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the existence of other environmental liabilities in the future, including additional permit requirements or investigation of the potential health hazards of certain of Closures’ products or business activities, may lead to additional compliance or other costs that could have a material adverse effect on its business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign governments, have responded, and are expected to continue to respond, to

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these issues with increased legislation and regulation, which could negatively affect Closures. For example, the U.S. Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Closures to incur additional direct costs in complying with any new environmental legislation or regulations, as well as increased indirect costs resulting from its suppliers, customers, or both incurring additional compliance costs that could get passed through to Closures or impact product demand.

Legal Proceedings

Closures is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Closures’ financial position, results of operations or cash flows.

Reynolds Consumer Products

Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. We estimate that Reynolds Consumer Products holds the number one or two market position in many of the categories in which it competes based on our analysis of industry data. These products are typically used by consumers in their homes and are sold through a variety of retailers, including grocery stores, mass-merchandisers, warehouse clubs, drug stores, discount chains and military channels. Reynolds Consumer Products sells many of its products under well known brands such as Reynolds and Hefty, and also offers store branded products. Reynolds Consumer Products has a large customer base and operates primarily in North America.

The following tables show total segment revenue by product group and revenue by geographic region for Reynolds Consumer Products for each of the years ended December 31, 2011, 2010 and 2009:

	Reynolds Consumer Products — Revenue by Product Group
	2011		2010*		2009**
	(In $ million)
Waste/Storage	$	992	$	943	$	433
Cooking		822		828		757
Tableware		745		762		—
Total	$	2,559	$	2,533	$	1,190

	Reynolds Consumer Products — Revenue by Geographic Region
	2011		2010*		2009**
	(In $ million)
United States	$	2,454	$	2,434	$	1,095
Americas, excluding the United States		75		61		47
Asia		22		24		24
Middle East/Other		8		14		24
Total	$	2,559	$	2,533	$	1,190

* Amounts based on our Reynolds consumer products and Hefty consumer products businesses’ combined revenue for the full year ended December 31, 2010.

** Amounts do not include revenue of the Hefty consumer products business acquired in November 2010 as part of the Pactiv Acquisition.

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History

Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 1926, the company began producing aluminum foil for packaging. In 1947, the company introduced its most famous product, Reynolds Wrap Aluminum Foil. The store branded plastic wraps, bags, and container business was founded in 1961 under the Presto name and was later acquired by Reynolds Metals Company in 1988. In 2000, Alcoa merged with Reynolds Metals Company. In 2008, the Reynolds consumer products business was indirectly acquired by Mr. Graeme Hart, our strategic owner, as part of the Reynolds Acquisition.

Our Hefty business was developed by Mobil Plastics in the 1960s, starting with its best known product, the Hefty waste bag, and adding other plastic and aluminum products over time. In 1995, Tenneco Packaging Inc. acquired Mobil Plastics. In November 1999, Tenneco Packaging Inc. (which was renamed Pactiv Corporation) was spun-off to Tenneco Inc.’s stockholders. In November 2010, we acquired Pactiv and began the integration of our Hefty consumer products and Reynolds consumer products businesses into the integrated Reynolds Consumer Products segment. The integration was substantially completed as of December 31, 2011.

Product Groups

Reynolds Consumer Products’ portfolio of products consists of three product lines: Waste & Storage Products, Cooking Products and Tableware Products. These products are typically used by consumers in their homes and are sold through a variety of retailers, including supermarkets and mass merchandisers.

Waste & Storage Products

Waste & Storage Products manufactures branded and store branded plastic waste bags, food storage bags and wraps and sells its branded products under such brand names as Hefty^® Baggies^®, Hefty^® OneZip^®, Hefty^® Cinch Sak^®, Hefty^® The Gripper^®, Kordite^® and Hefty^® Odor Block^®.

Cooking Products

Cooking Products manufactures branded and store branded aluminum foil and disposable cookware and sells its branded products under the Reynolds^® and Hefty^® E-Z Foil^® brands in the U.S. and under the Diamond^® brand internationally. We believe Reynolds Consumer Products, with its flagship Reynolds Wrap^® products, holds the number one market position in the U.S. branded consumer foil market measured by revenue.

Tableware Products

Tableware Products manufactures foam, plastic, molded fiber and pressed paperboard disposable tableware, including disposable plates, cups, bowls, cutlery, and straws. Branded items are sold under the Hefty^®, Hefty^® Zoo Pals^® and Kordite^® names.

Customers

Reynolds Consumer Products’ customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, drug stores, and military outlets. Through its sales organization, Reynolds Consumer Products is able to manage its relationships with customers at the national, regional, and local levels, depending on their needs. We believe that Reynolds Consumer Products’ sales support, together with Reynolds Consumer Products’ ability to manufacture and supply store branded products, is a significant competitive advantage. In 2011, Reynolds Consumer Products’ top ten customers accounted for 67% of the segment’s revenue, with two customers accounting for 27% and 13% of the segment’s revenue.

Competition

The U.S. consumer food packaging market is relatively mature, yet highly competitive, with Reynolds Consumer Products being one of the few key participants in North America. Reynolds Consumer Products benefits from the strength of the Reynolds and Hefty brands, a differentiated suite of store branded products, as well as significant capital investment in its manufacturing facilities which are well positioned geographically.

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The strong recognition of the Reynolds and Hefty brands among U.S. consumers gives Reynolds Consumer Products a competitive edge. The Reynolds brand has been in existence since 1947 and the Hefty brand has been in existence since 1962.

The product categories in which Reynolds Consumer Products competes also have a strong store branded presence. By leveraging existing capacity and its brand strength, Reynolds Consumer Products has expanded its store branded offerings, which are characterized by high volume and low complexity, to enhance its overall product offering for target customers.

Marketing and Sales

Reynolds Consumer Products employs sales professionals organized by product type and customer channel. In addition to the sales professionals, the sales organization includes customer service representatives, marketing teams and an internal logistics and transportation team. Reynolds Consumer Products also utilizes third-party brokers for selected products and accounts. Reynolds Consumer Products provides its customers with category management expertise including assortment, pricing, and promotion strategies, supported by innovation and consumer-focused insights. We believe this value-added service differentiates Reynolds Consumer Products from its competitors and strengthens its customer relationships.

Manufacturing

Reynolds Consumer Products operates 12 manufacturing facilities strategically located across the U.S. to optimize distribution and minimize lead times and freight costs. We believe all of Reynolds Consumer Products’ facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

Raw Materials and Suppliers

Reynolds Consumer Products’ principal raw materials include aluminum and resin, mainly PE and PS. In 2011, the total value of raw materials was $1,228 million and represented 66% of the segment’s total cost of sales, excluding depreciation and amortization. Plastic resin accounted for 52% of raw material costs for the year, while aluminum and other metal-related components collectively accounted for 24%. Reynolds Consumer Products’ other raw materials include products purchased and resold as well as paper, corrugated carton and cases. Reynolds Consumer Products is sensitive to price movements of raw materials, mainly resin and aluminum, and to energy-related cost movements, particularly those that affect transportation and utility costs. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. Resin prices have also historically fluctuated with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products.

Reynolds Consumer Products’ relationships with its suppliers are satisfactory. Centralized purchasing enables Reynolds Consumer Products to leverage the global purchasing power of its operations and reduces its dependence on any one supplier. Reynolds Consumer Products sources its raw materials from a variety of suppliers and maintains multiple suppliers for each input. Reynolds Consumer Products typically has one-year contracts with resin suppliers and multi-year contracts with aluminum suppliers, which has historically provided Reynolds Consumer Products with a steady supply of raw materials. Reynolds Consumer Products has not historically experienced any significant interruptions of key raw material supplies.

Quality Management

Reynolds Consumer Products’ research and development resources primarily facilitate branded innovation and support store brand growth. Reynolds Consumer Products also has continuous improvement programs focused on cost reduction and productivity improvements and existing programs in lean manufacturing systems that allow for better inventory management. Reynolds Consumer Products’ store branded products are subject to a high degree of quality control and many have “national brand equivalent” certification from third parties. Reynolds Consumer Products’ integrated aluminum foil production is also designed to achieve the highest degree of product safety through its disciplined control of aluminum ingot grade and retail traceability of products.

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Supplier controls, that are in place throughout Reynolds Consumer Products’ facilities, require product and process controls, a safe and healthy work environment, environmental compliance, and product safety. Reynolds Consumer Products reviews its facilities at least annually for full compliance, and appropriate remediation procedures are taken if necessary.

Intellectual Property

Reynolds Consumer Products has a significant number of registered patents and registered trademarks as well as several copyrights, which, along with trade secrets and manufacturing know-how, help support its ability to add value within the market and sustain its competitive advantages. Reynolds Consumer Products has invested a considerable amount of resources in developing proprietary products and manufacturing capabilities, and it employs various methods, including confidentiality and non-disclosure agreements with third parties, employees, and consultants, to protect its intellectual property.

While in the aggregate Reynolds Consumer Products’ patents are of material importance to Reynolds Consumer Products’ business, Reynolds Consumer Products believes that its business is not dependent upon any single patent or group of patents. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. Other than licenses for commercially available software, Reynolds Consumer Products does not believe that any of its licenses from third parties are material to its business taken as a whole. Reynolds Consumer Products does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

New Product Development

New product innovation is an important component of Reynolds Consumer Products’ business strategy. Reynolds Consumer Products and Pactiv Foodservice operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois.

Over the years Reynolds Consumer Products has focused on developing innovative products that address consumers’ unmet needs, as well as developing products that replace or upgrade existing items. Reynolds Consumer Products has a strong history of adding innovative features to its products, such as the slider closure on food storage bags, the “gripper” feature on waste bags, which prevents the bag from falling into the trash can, an unscented odor block feature to waste bags, which blocks odors without adding a cover-up scent, and the non-stick coating added to the aluminum foil in its Reynolds Wrap non-stick product line, which provides easy release from the cooking surface.

In some instances Reynolds Consumer Products’ store branded strategy is that of a “fast-follower” of newly introduced product innovations, replacements and upgrades. The Double Zipper storage bag is an example of a “fast-follower” product while delivering “national brand equivalent” quality. Reynolds Consumer Products partners with key customers to develop store branded products that emulate popular branded consumer products. For example, Reynolds Consumer Products recently commercialized the SuperFlex Disposer Bag in its store branded product offering, designed to provide the same benefits as branded disposer bag offerings, with increased elasticity and improved puncture resistance.

Information Technology

Reynolds Consumer Products is in the process of integrating information technology systems as part of the Pactiv Acquisition. At the present time, our Reynolds consumer products business shares an Oracle EBS information systems platform with Closures and a portion of the Reynolds foodservice packaging business.

Our Hefty consumer products business shares its information systems platform with our Pactiv foodservice packaging business. This platform primarily uses SAP enterprise resource planning applications to manage a majority of its processes, supplemented by other bolt-on or stand-alone systems.

Employees

As of December 31, 2011, Reynolds Consumer Products employed approximately 3,600 people located primarily in its manufacturing facilities in the United States. In the United States, labor unions are present at

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three facilities, representing approximately 750 workers. Typical agreements with labor unions are four years in length, with the current agreements expiring between 2014 and 2015. Reynolds Consumer Products has not experienced any significant union-related work stoppages over the past five years, and management considers its relationship with its employees and labor unions to be satisfactory.

Insurance

Reynolds Consumer Products maintains the types and amounts of contractual and third-party insurance coverage customary in the industry in which it operates. We believe that Reynolds Consumer Products’ insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

Regulatory

Reynolds Consumer Products’ business is subject to a broad range of federal, state and local laws and regulations governing environmental and health and safety matters. Among other things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. For example, some of Reynolds Consumer Products’ sites have a history of industrial operations that include the use or handling of hazardous materials. While Reynolds Consumer Products is not aware of any such sites as to which material outstanding remedial obligations exist, the discovery of additional contaminants or the imposition of cleanup obligations at these or other sites in the future could result in substantial liability. Reynolds Consumer Products could incur fines, penalties and sanctions and damages from third-party claims for property damage or personal injury as a result of violations of or liabilities under environmental laws. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the imposition of other environmental liabilities in the future, including additional permit requirements or investigation or regulation of the potential health hazards of certain of Reynolds Consumer Products’ products or business activities, may lead to additional compliance or other costs that could have a material adverse effect on the business, financial condition or results of operations of Reynolds Consumer Products.

Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, to these issues with increased legislation and regulation, which could negatively affect Reynolds Consumer Products. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Reynolds Consumer Products to incur additional direct costs in complying with any new environmental legislation or regulations, as well as increased indirect costs resulting from Reynolds Consumer Products’ suppliers, customers, or both incurring additional compliance costs that could get passed through to Reynolds Consumer Products or impact product demand.

Legal Proceedings

Reynolds Consumer Products is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Reynolds Consumer Products’ financial position, results of operations or cash flows.

Pactiv Foodservice

Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. We believe Pactiv Foodservice holds a leading market position in many of its product lines in the U.S. foodservice market based on our industry knowledge and analysis of available data. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable

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containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Pactiv Foodservice distributes its foodservice and food packaging products through foodservice distributors, food processors, supermarket distributors, supermarkets and restaurants. Pactiv Foodservice has a large customer base and operates primarily in North America.

The following tables show total segment revenue by product group and revenue by geographic region for Pactiv Foodservice for each of the years ended December 31, 2011, 2010 and 2009:

	Pactiv Foodservice — Revenue by Product Group
	2011		2010*		2009**
	(In $ million)
Clear Plastics	$	916	$	851	$	333
Foam		698		646		—
Tableware		538		496		—
Specialty Packaging		457		367		—
Paper Food Packaging		448		194		15
Aluminum		192		149		74
Other		199		232		161
Film		—		—		156
Total	$	3,448	$	2,935	$	739

	Pactiv Foodservice — Revenue by Geographic Region
	2011		2010*		2009**
	(In $ million)
United States	$	2,931	$	2,479	$	621
Canada		189		127		44
Europe		146		148		59
Mexico		130		110		15
Asia		52		71		—
Total	$	3,448	$	2,935	$	739

* Amounts based on our Reynolds foodservice packaging and Pactiv foodservice packaging businesses’ combined revenue for the full year ended December 31, 2010.

** Amounts do not include revenue of the Pactiv foodservice packaging business acquired in November 2010 as part of the Pactiv Acquisition.

History

Reynolds Metals Company was founded in 1919 as the U.S. Foil Company. In 1926, the company began producing aluminum foil for packaging. In 1947, the company introduced its most famous product, Reynolds Wrap Aluminum Foil. In 2000, Alcoa merged with Reynolds Metals Company, which, in addition to offering a broad range of consumer and foodservice products, was also one of the largest aluminum producers in the world. In 2002, Alcoa acquired Ivex Packaging Corporation, which broadened the position of the Reynolds foodservice packaging business in the foodservice packaging industry. In 2008, the Reynolds foodservice packaging business was indirectly acquired by Mr. Graeme Hart, our strategic owner, as part of the Reynolds Acquisition.

Pactiv’s foodservice/food packaging business was originally part of Packaging Corporation of America, or “PCA,” which was acquired by Tenneco Inc. in 1965. PCA manufactured paperboard and various paperboard products as well as certain plastic and aluminum food packaging products. In 1995, PCA was renamed Tenneco

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Packaging Inc. and acquired Mobil Plastics Company and in 1996 acquired Amoco Foam Products Company, which expanded its foodservice offering significantly. In April 1999, Tenneco Packaging Inc. sold its paperboard business to a new company and in November 1999 Tenneco Packaging Inc. (which was renamed Pactiv Corporation and is now known as Pactiv LLC) was spun-off to Tenneco Inc.’s stockholders. Pactiv has made various acquisitions, including Prairie Packaging Inc. in 2007 and PWP Industries Inc. (which was renamed Pactiv Packaging Inc.) in April 2010. In November 2010, we acquired Pactiv, and we began the integration of our Reynolds foodservice packaging and Pactiv foodservice packaging businesses into our integrated Pactiv Foodservice segment. The integration was substantially completed as of December 31, 2011. In May 2011, we acquired Dopaco and began the integration of Dopaco into our Pactiv Foodservice segment.

Products

Pactiv Foodservice is a leading manufacturer of packaging products to the foodservice, supermarket, restaurant, and food packaging markets. Pactiv Foodservice’s products are designed to protect food during distribution, aid retailers and food processors in merchandising food products, and help customers prepare and serve meals in their homes. Pactiv Foodservice has a very broad portfolio of products with a continual emphasis on adding new product lines. Pactiv Foodservice’s products include tableware items, such as plates, bowls, cups, cutlery and straws, clear plastic containers, microwaveable plastic, food service plastic film, foam, molded fiber, paperboard, and aluminum containers. Supermarket products include clear rigid-display packaging for delicatessen and bakery applications, microwaveable containers for prepared, ready-to-eat meals and foam trays for meat and poultry. Products sold to food processors include clear rigid packaging, dual ovenable containers for entrees, molded fiber egg cartons, meat trays and aluminum containers. Products are manufactured using plastics, aluminum, molded fiber for egg packaging and paper for prepared meals packaging. In addition, Pactiv Foodservice also sells plastic sheet to thermoformers made with various resins such as PET, PS and PP.

Customers

Pactiv Foodservice’s customer base includes leading international companies, large national and regional customers, and smaller local businesses, with its largest presence in North America. Pactiv Foodservice’s customers include foodservice distributors, food processors, restaurants, supermarket distributors, supermarkets and manufacturers. In 2011, Pactiv Foodservice’s top ten customers accounted for 45% of the segment’s revenue with one customer accounting for 12% of revenue.

Pactiv Foodservice generally sells its products on either a purchase order basis or under formal supply agreements with durations ranging from one to three years. A majority of Pactiv Foodservice’s revenue is from supply agreements with raw material cost pass-through mechanisms, with the remainder sold on an open market.

Competition

The U.S. foodservice packaging market is relatively mature but also very fragmented, with Pactiv Foodservice being one of a few participants with a product range that spans a significant portion of foodservice product categories. Our competitors in the U.S. foodservice market include large companies that offer several competing products and a range of smaller competitors with only single product offerings. Pactiv Foodservice primarily competes on the basis of price, breadth of product offerings, product features, performance, speed to market, distribution capabilities and product innovation.

Marketing and Sales

Pactiv Foodservice primarily uses a direct sales force to sell to foodservice and food packaging customers and also utilizes third-party brokers for selected products and accounts. Pactiv Foodservice’s marketing and sales effort is premised on the “One Face to the Customer” value proposition which uses one sales representative per account to produce one order which is supported by one customer service representative that is responsible for one shipment with one invoice. In addition to the sales professionals, the sales organization includes customer service representatives, marketing teams and an internal logistics and transportation team.

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Manufacturing

Pactiv Foodservice operates 50 manufacturing plants in North America and three in Europe and has two joint ventures in China. At 28 of its facilities, Pactiv Foodservice manufactures products for Reynolds Consumer Products. Pactiv Foodservice also operates several distribution facilities in the United States. Pactiv Foodservice manages its manufacturing plants by grouping them into value streams based on common raw materials, similar manufacturing processes and products. Each value stream is managed by a value stream director. The directors have responsibility for all plants that produce a specific process. The value streams are integral to a disciplined and lean operating system that provides consistent operating practices and metrics across all value streams.

Pactiv Foodservice utilizes a variety of production processes, including aluminum foil and paper processing, injection molding, thermoforming and extrusion. A focus on continuous improvement, lean manufacturing system initiatives and teamwork has resulted in better customer service measured by case fill, on time delivery and quality performance metrics.

Pactiv Foodservice provides a low-cost, efficient distribution system where it utilizes two distribution models. Direct distribution, primarily for processors and supermarkets, sends products straight from the factory to the customer. Pactiv Foodservice contracts with the customer to send full truck loads only. The second distribution model is based around five regional mixing centers. These two distribution models yield significant cost savings for Pactiv Foodservice which are shared with customers. Pactiv Foodservice and Reynolds Consumer Products also operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois.

Raw Materials and Suppliers

Pactiv Foodservice’s principal raw materials include resins, aluminum and paper. In 2011, the total value of raw materials was $1,845 million and represented 68% of the segment’s total cost of sales, excluding depreciation and amortization. Plastic resins accounted for 64% of raw material costs for the year, while aluminum, steel, paper and other raw materials collectively accounted for 36%.

The prices of Pactiv Foodservice’s raw materials fluctuate with market movements in commodity prices. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. These factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions. The price of cartonboard may fluctuate widely due to external conditions such as weather, product scarcity, currency and commodity market fluctuations and changes in governmental policies and regulations. Pactiv Foodservice is also sensitive to other energy-related cost movements and in particular those that affect transportation and utility costs.

In order to minimize the impact of price fluctuations, Pactiv Foodservice utilizes customer supply agreements that provide for prices that change based on published index movements. In 2011, 60% of the segment’s revenue was from supply agreements which contained raw material cost pass-through mechanisms. Pactiv Foodservice uses price increases to mitigate the effects of raw material cost increases for products sold to customers that do not have raw material cost pass-through mechanisms.

We believe that Pactiv Foodservice’s relationships with its suppliers are satisfactory.

Centralized purchasing enables Pactiv Foodservice to leverage its purchasing power for core raw materials and reduces its dependence on any one supplier. Pactiv Foodservice sources its raw materials from a variety of suppliers and maintains multiple suppliers for each input. Pactiv Foodservice typically has contracts with resin suppliers, which have historically provided Pactiv Foodservice with a steady supply of raw materials. Pactiv Foodservice has not historically experienced any significant interruptions of key raw material supplies. Pactiv Foodservice has also undertaken programs to consolidate its supplier base and achieve savings by taking advantage of the economies of scale afforded by its increased purchasing volume. Pactiv Foodservice has

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continuous improvement programs focused on cost reduction and productivity improvements. Existing programs in lean manufacturing allow for better inventory management. In addition, Pactiv Foodservice’s scale and knowledge of the resin market contribute to efficient raw materials management.

Quality Management

Pactiv Foodservice is committed to a quality management philosophy that aims to achieve continuous improvement in all stages of the production process through the involvement of management, customers, and employees. Pactiv Foodservice uses a stringent technique of hazard analysis and critical control points to identify critical aspects of quality management as well as methods and tools to identify key areas for improvement that result in a reduction of waste and downtime at its facilities.

Intellectual Property

Pactiv Foodservice has a significant number of registered patents and registered trademarks which, along with trade secrets and manufacturing know-how, help support Pactiv Foodservice’s ability to add value within the market and sustain its competitive advantages. Pactiv Foodservice has invested a considerable amount of resources in developing its proprietary products and manufacturing capabilities, and it employs various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect its intellectual property. Pactiv Foodservice uses internal and external resources to carefully manage its intellectual property portfolio. In addition, the business looks to actively defend its intellectual property rights throughout the world. Pactiv Foodservice performs internal analysis to decide whether to sue for patent infringements, initiate opposition procedures or counter-actions or buy patents and sign license agreements for the use of foreign patents. We believe that the intellectual property and licensing rights held are adequate for the business.

While in the aggregate Pactiv Foodservice’s patents are of material importance to Pactiv Foodservice’s business, Pactiv Foodservice believes that its business is not dependent upon any single patent or group of patents. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. Other than licenses for commercially available software, Pactiv Foodservice does not believe that any of its licenses from third parties are material to its business taken as a whole. Pactiv Foodservice does not believe that any of its licenses to intellectual property rights granted to third parties are material to its business taken as a whole.

Information Technology

Pactiv Foodservice is in the process of integrating information technology systems as a result of the Pactiv Acquisition. At the present time, our Reynolds foodservice packaging business shares an Oracle EBS information systems platform with Closures and a portion of the Reynolds consumer products business.

Our Pactiv foodservice packaging business shares its information systems platform with the Hefty consumer products business. This platform primarily uses SAP enterprise resource planning applications to manage a majority of its processes, supplemented by other bolt-on or stand-alone systems.

Employees

As of December 31, 2011, Pactiv Foodservice employed approximately 11,800 people located primarily in its manufacturing facilities in the U.S. Labor unions are present at eight U.S. facilities and at three international locations, representing approximately 1,000 workers. Typical agreements with labor unions are three to four years in term, with the current agreements expiring between 2012 and 2014. Pactiv Foodservice has not experienced any significant union related work stoppages over the last five years, and Pactiv Foodservice’s management considers its relationship with its employees and labor unions to be satisfactory.

Insurance

Pactiv Foodservice maintains the types and amounts of contractual and third-party insurance coverage customary in the industry in which it operates. We believe that Pactiv Foodservice’s insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

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Regulatory

Pactiv Foodservice’s business is subject to a broad range of foreign, federal, state and local laws and regulations, including those governing environmental and health and safety matters. Among other things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of Pactiv Foodservice’s employees as well as users of Pactiv Foodservice’s products, regulate the materials used in, and the recycling of, products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. These laws also regulate, and in certain instances ban products, that may be deemed harmful to the environment.

Pactiv Foodservice could be held liable for the costs to address contamination of any real property it has ever owned, operated or used as a disposal site. Pactiv Foodservice is currently investigating, remediating or otherwise addressing contamination at several of its facilities. Pactiv Foodservice also could incur fines, penalties and sanctions and damages from third-party claims for property damage or personal injury as a result of violations of or liabilities under environmental laws or in connection with releases of hazardous or other materials.

In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the imposition of other environmental liabilities in the future, including investigation or regulation of certain of Pactiv Foodservice’s products or business activities, may lead to additional compliance or other costs that could have a material adverse effect on Pactiv Foodservice’s business, financial condition or results of operations. Similarly, any environmental laws or initiatives, including those that may be proposed in the future, seeking to ban or limit the use of any of Pactiv Foodservice’s products, such as polystyrene-based containers, packaging and other products, could have a material adverse effect on Pactiv Foodservice’s business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign governments, have responded, and are expected to continue to respond, to these issues with increased legislation and regulation, which could negatively affect Pactiv Foodservice. For example, the U.S. Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These and other foreign, federal and state climate change initiatives may cause Pactiv Foodservice to incur additional direct costs in complying with new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from Pactiv Foodservice’s suppliers, customers or both incurring additional compliance costs that could get passed through to Pactiv Foodservice or impact product demand.

Legal Proceedings

Pactiv Foodservice is a party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty the ultimate legal and financial liability with respect to these litigation matters but believe, based on examination of these matters, experience to date and discussions with counsel, that any ultimate liability will not be material to Pactiv Foodservice’s financial position, results of operations or cash flows.

Graham Packaging

Graham Packaging, including the operations and activities of Graham Holdings, is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. We believe that Graham Packaging has the number one market share positions in North America for hot-fill juices, sports drinks/isotonics, yogurt drinks, liquid fabric care, dish detergents, motor oil and certain other products measured by volume based on our analysis of industry data. Graham Packaging operates in product categories where customers and end users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. Graham Packaging selectively pursues opportunities where it can leverage its technology portfolio to continue to drive the trend of conversion to plastic containers from other packaging materials.

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Graham Packaging strives to provide the highest quality products to its customers, while continually eliminating inefficiency and reducing costs. Graham Packaging is committed to improving productivity and reducing non-value-added activities and costs in its production processes, purchasing activities, selling, general and administrative expenses, capital expenditures and working capital. For example, from January 1, 2006 through September 30, 2010, Graham Packaging closed or merged several plants that did not meet its internal performance criteria, implemented information systems to analyze customer profitability which drove subsequent improvement actions and the exit from certain relationships, centralized nearly all procurement activities and benchmarked and subsequently reduced selling, general and administrative expenses. Graham Packaging utilizes a bi-weekly performance management review of its continuous improvement process, by which it measures performance and tracks progress on initiatives relating to safety, quality, productivity, capital expenditures, working capital and other actions leading to improved financial performance. Overall, Graham Packaging has a strong pipeline of specific cost reduction opportunities, which it intends to implement to optimize its cost structure.

We acquired Graham Packaging on September 8, 2011. The following tables show total segment revenue by product group and revenue by geographic region for Graham Packaging on a pro forma basis as if we owned the business for each of the years ended December 31, 2011, 2010 and 2009:

	Graham Packaging — Revenue by Product Group
	2011		2010		2009
	(In $ million)
Food & Beverage	$	2,064	$	1,586	$	1,386
Household		538		443		423
Automotive Lubricants		329		320		291
Personal Care		166		164		171
Total	$	3,097	$	2,513	$	2,271

	Graham Packaging — Revenue by Geographic Region
	2011		2010		2009
	(In $ million)
North America	$	2,696	$	2,178	$	1,942
Europe		254		226		236
Other		147		109		93
Total	$	3,097	$	2,513	$	2,271

History

Graham Packaging was incorporated in Delaware under the name “BMP/Graham Holdings Corporation” on November 5, 1997 in connection with a recapitalization transaction in which the Blackstone Group L.P. (“Blackstone”) and its affiliates, management and other investors became the indirect holders of 85% of the partnership interests of Graham Packaging Holdings Company, a subsidiary of Graham Holdings, which was completed on February 2, 1998. The predecessor to Graham Holdings was formed in the mid-1970s as a regional domestic custom plastic container supplier. On October 7, 2004, Graham Packaging acquired the blow molded plastic container business of Owens-Illinois, Inc., which essentially doubled its size. On December 10, 2009, Graham Packaging changed its name to “Graham Packaging Company Inc.” Graham Packaging Company Inc. became a publicly-traded entity on the New York Stock Exchange on February 10, 2010. On September 23, 2010, Graham Packaging acquired Liquid Container L.P., and its subsidiaries, a manufacturer of blow molded plastic containers that primarily services the food and household product categories. On September 8, 2011, we acquired Graham Packaging.

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Products

Graham Packaging’s ability to develop new, innovative containers to meet the design and performance requirements of its customers has established Graham Packaging as a market leader. Graham Packaging has demonstrated significant success in designing plastic containers that require customized features such as complex shapes, reduced weight, handles, grips, view stripes and pouring features. These packages often must meet specialized performance and structural requirements such as hot-fill capability, recycled material usage, oxygen barriers, flavor protection and multi-layering. Hot-fill technology allows customers’ products to be heated to temperatures high enough to sterilize the inside of the container. In addition to increasing global demand for its customers’ products, Graham Packaging believes that its innovative packaging stimulates consumer demand and drives further conversion to plastic packaging. Consequently, Graham Packaging’s strong design capabilities have been especially important to its food and beverage customers, who generally use packaging to differentiate and add value to their brands while spending less on promotion and advertising. Graham Packaging has been awarded significant contracts based on these unique product design capabilities that it believes set it apart from its competition.

Customers

Substantially all of Graham Packaging’s sales are made to major branded consumer products companies. The products Graham Packaging manufactures for its customers require innovative packaging design and engineering to accommodate complex container shapes, specific material requirements and functionality. Customers also require quick and reliable delivery. As a result, many customers opt for long-term contracts. Graham Packaging’s long-term supply contracts with its on-site customers typically have terms of up to ten years. Graham Packaging’s long-term supply contracts for production off-site typically have terms that range from three to five years. Both of these categories of contracts either renew automatically for subsequent one year terms or are renegotiated by Graham Packaging before expiration of the initial term. All of Graham Packaging’s top twenty customers are under long-term contracts. Graham Packaging’s contracts typically contain provisions allowing for price adjustments based on changes in raw materials and, in a majority of cases, the cost of energy and labor, among other factors. Graham Packaging is often the sole supplier of its customers’ custom plastic container requirements nationally, regionally or for a specific brand. In 2011, Graham Packaging’s top ten customers accounted for 48% of the segment’s net sales, and no single customer accounted for more than 10% of the segment’s net sales.

Competition

Graham Packaging faces substantial regional and international competition across its product lines from a number of well-established businesses. Graham Packaging faces competition from most of its competitors across several of its product categories. Competition is based on several factors including price, product design, technology (such as barrier protection and lightweighting) and customer service. Several of Graham Packaging’s competitors are larger and have greater financial and other resources than Graham Packaging. In addition, several of its competitors sell other products used by Graham Packaging’s customers such as cans or flexible packaging which can be bundled with plastic containers in sales proposals. We believe that Graham Packaging competes effectively because of its superior levels of service, speed to market and product design and development capabilities.

Marketing and Sales

Graham Packaging’s sales are made primarily through its own direct sales force, as well as selected brokers. Sales activities are conducted from Graham Packaging’s corporate headquarters in York, Pennsylvania and from field sales offices located in North America, Europe, South America and Asia. Graham Packaging’s products are typically delivered by truck, on a daily basis, in order to meet customers’ just-in-time delivery requirements, except in the case of on-site operations. In many cases, Graham Packaging’s on-site operations are integrated with its customers’ manufacturing operations so that deliveries are made, as needed, by direct conveyance to the customers’ filling lines. Graham Packaging utilizes a number of outside warehouses to store its finished goods prior to delivery to the customer.

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Manufacturing

A critical component of Graham Packaging’s strategy is to locate manufacturing facilities on-site, reducing expensive shipping and handling charges, providing instantaneous quality acceptance feedback and increasing distribution efficiencies. Graham Packaging often provides on-site manufacturing arrangements. Graham Packaging has a network of 99 manufacturing facilities and approximately one-third of these manufacturing facilities are located on-site at its customers’ plants. Graham Packaging operates over 975 production lines. Graham Packaging sometimes dedicates particular production lines within a plant to better service customers. The plants generally operate 24 hours a day, five to seven days a week, although not every production line is run constantly. When customer demand requires, the plants run seven days a week. Most customer orders are manufactured with a lead time of three weeks or less. Historically, demand for Graham Packaging’s products has not been subject to large seasonal fluctuations.

Graham Packaging utilizes a variety of production processes, including blow molding and injection molding. We believe that the injection molders and blow molders used by Graham Packaging are widely recognized as the leading technologies for high speed production of hot-fill PET containers. Graham Packaging also operates a variety of bottle labeling and decorating platforms, which is accomplished through in-mold techniques or post-molding methods. Typically, these decoration methods are used for bottles in the personal care/specialty product category.

Graham Packaging has implemented various process improvements to minimize labor costs, automate assembly tasks, increase throughput and improve quality. In addition, Graham Packaging has highly modernized equipment in the majority of its plants, consisting primarily of rotational wheel systems and shuttle systems, both of which are used for HDPE, PP and extrusion polyethylene terephthalate, or “EPET,” blow molding, and injection-stretch blow molding systems for value-added PET containers. Graham Packaging is also pursuing development initiatives in barrier technologies to strengthen its position in the food and beverage product category.

Raw Materials and Suppliers

Resins constitute the primary raw materials used to make Graham Packaging’s products. These materials are available from a number of domestic and international suppliers and Graham Packaging is not dependent upon any single supplier. In 2011, the total value of raw materials, on a pro forma basis as if we owned the business for the entire year, was $1,602 million and represented 64% of Graham Packaging’s total cost of sales, excluding depreciation and amortization.

Typically, Graham Packaging does not enter into long-term supply agreements with its suppliers. Graham Packaging considers the supply and availability of raw materials to be adequate to meet its needs. We believe that Graham Packaging maintains an adequate inventory to meet demand. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. Changes in the cost of resin are passed through to customers by means of corresponding changes in product pricing in accordance with Graham Packaging’s agreements with these customers and industry practice. Graham Packaging operates a large HDPE bottles-to-bottles recycling plant in York, Pennsylvania, and uses the recycled materials from this plant and other recycled materials in a majority of Graham Packaging’s products.

Quality Management

Graham Packaging maintains quality assurance and control programs with respect to the performance of the products it manufactures, the performance of its suppliers and the compliance of its operations to its quality management system and sound manufacturing practices. Graham Packaging’s production lines are equipped with specific quality control inspection equipment and its employees continuously monitor product attributes and performance through a comprehensive Statistical Process Control system. Quality control laboratories are maintained at each manufacturing facility to test its products and validate their compliance with customer requirements. Graham Packaging continuously monitors and enhances its quality assurance and control programs to keep pace with the most current technologies and to meet and exceed customer expectations.

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Intellectual Property

Graham Packaging holds a significant number of trademarks and several issued or pending patents. While in the aggregate the patents are of material importance to its business, Graham Packaging believes that its business is not dependent upon any one single patent, group of patents or trademark. Graham Packaging also relies on unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain its competitive position. Third parties could, however, obtain knowledge of this proprietary know-how through independent development or other unauthorized access. In addition to its own patents and proprietary know-how, Graham Packaging is a party to licensing arrangements and other agreements authorizing it to use other proprietary processes, know-how and related technology and/or to operate within the scope of certain patents owned by other entities. In some cases, the licenses granted to Graham Packaging are perpetual and in other cases, the term of the license is related to the life of the patent associated with the license. Other than licenses for commercially available software, Graham Packaging does not believe that any of its licenses from third parties are material to its business taken as a whole. Graham Packaging also has licensed some of its intellectual property rights to third parties. Graham Packaging does not believe any of these licenses are material to its business taken as a whole.

New Product Development

Graham Packaging’s technical capability has been enhanced through its Global Innovation & Design Center in York, Pennsylvania. Graham Packaging also has two major Technology Centers in York, Pennsylvania and Warsaw, Poland capable of producing limited quantities of new products and refurbishing equipment. Graham Packaging’s Warsaw facility also manufactures and assembles a proprietary line of extrusion blow molding machines. This proprietary technology has enabled Graham Packaging to develop a leaner, more efficient manufacturing process.

Graham Packaging has an advanced multi-layer injection technology, trade named SurShot^®. Graham Packaging believes that SurShot^® is among the best multi-layer PET technologies available and billions of plastic containers are produced and sold each year using SurShot^® technology. This multi-layer technology allows Graham Packaging’s customers to package oxygen and flavor-sensitive products, such as fruit juices, beer and teas, for extended shelf- life. In addition, the SurShot^® technology can accommodate up to 40% post-consumer recycled resin. This is an important component of packaging sustainability. There has been increasing demand by customers for Graham Packaging’s innovative packages that meet new sustainability requirements for reduced weight. Recent introductions of Escape^®, G-Lite^® and SlingShot^TM technologies for PET bottles provide customers with improved features such as reduced container weight, smooth sides for a premium look or improved stacking ability for shipping and storage. We believe these new products, along with Graham Packaging’s design and development capabilities, have positioned Graham Packaging as a leader in packaging design, development and technology in the industry.

Graham Packaging incurs costs to research, design and develop new packaging products and technologies. Such costs, net of any reimbursement from customers, on a pro forma basis as if we owned the business for the entire years, were $9 million, $10 million and $10 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Information Technology

Graham Packaging’s worldwide information technology organization provides IT services to all of its businesses. Graham Packaging uses the SAP enterprise resource planning application to support nearly all processes within its organization and also integrates other purchased and custom developed applications. Graham Packaging’s SAP system is consolidated and operates from one data center in a location secured by an additional backup data center.

Employees

As of December 31, 2011, Graham Packaging had approximately 8,600 employees. Approximately 80% of Graham Packaging’s employees are hourly wage employees, 43% of whom are represented by various labor unions and are covered by various collective bargaining agreements that expire between 2012 and 2014.

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Insurance

Graham Packaging maintains the types and amounts of contractual and third-party insurance coverage customary in the industry in which it operates. We believe that Graham Packaging’s insurance coverage is adequate for its business, both as to the nature of the risks and the amounts insured.

Regulatory

Graham Packaging’s business is subject to a broad range of foreign, federal, state and local laws and regulations, including those governing environmental, health and safety matters. Among other things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of employees, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. Some of Graham Packaging’s current and former sites have a history of industrial operations that include the use or handling of hazardous materials. While Graham Packaging is not aware of any such sites as to which material outstanding remedial obligations exist, the discovery of additional contaminants or the imposition of cleanup obligations at these or other sites in the future could result in substantial liability. As a result of Graham Packaging closing its plant located in Edison, New Jersey, Graham Packaging is subject to New Jersey’s Industrial Site Recovery Act, or “ISRA”. ISRA specifies a process of reporting to the New Jersey Department of Environmental Protection, and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. Graham Packaging is in the process of implementing its obligations under ISRA regarding this facility and does not believe that the implementation will have a significant impact on the results of operations.

While Graham Packaging is not aware of any material non-compliance with applicable environmental laws and is not the subject of any material environmental claim, Graham Packaging could incur fines, penalties and sanctions and damages from third-party claims for property damage or personal injury as a result of violations of or liabilities under environmental laws. Based on existing information, we believe that it is not reasonably likely that losses related to known environmental liabilities, in aggregate, will be material to Graham Packaging’s financial position, results of operations, liquidity or cash flows. However, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or the imposition of other environmental liabilities in the future, including additional permit requirements or investigation or regulation of the potential health hazards of certain of Graham Packaging’s products or business activities, may lead to additional compliance or other costs that could have a material adverse effect on the business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, governments have responded, and are expected to continue to respond, to these issues with increased legislation and regulation, which could negatively affect Graham Packaging. For example, the United States Congress has considered legislation to reduce emissions of greenhouse gases. In addition, the EPA is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act. These initiatives may cause Graham Packaging to incur additional direct costs in complying with any new environmental legislation or regulations, as well as increased indirect costs resulting from Graham Packaging’ suppliers, customers, or both incurring additional compliance costs that could get passed through to Graham Packaging or impact product demand.

A number of governmental authorities, both in the United States and abroad, have considered, are expected to consider or have passed legislation aimed at reducing the amount of disposed plastic wastes. Those programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and/or requiring retailers or manufacturers to take back packaging used for their products. That legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact Graham Packaging’s business. Some consumer products companies, including some of Graham Packaging’s customers, have responded to these governmental initiatives and to

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perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. To date, Graham Packaging has not been materially adversely affected by these initiatives and developments. Graham Packaging operates a large HDPE bottles-to-bottles recycling plant in York, Pennsylvania.

Legal Proceedings

On November 3, 2006, Graham Packaging filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc., collectively “OI”. The complaint alleges certain misrepresentations by OI in connection with Graham Packaging’s 2004 purchase of the blow molded plastic container business of Owens-Illinois, Inc. and seeks damages in excess of $30 million. In December 2006, OI filed an answer and counterclaim, seeking to rescind a settlement agreement entered into between OI and Graham Packaging in April 2005, and disgorgement of more than $39 million paid by OI to Graham Packaging in compliance with that settlement agreement. Graham Packaging filed a motion to dismiss the counterclaim in July 2007, which was granted by the court in October 2007. On August 1, 2007, Graham Packaging filed an amended complaint to add additional claims seeking indemnification from OI for claims made against Graham Packaging by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between Graham Packaging and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171, or the “Union,” that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that Graham Packaging had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by Graham Packaging in October 2004. In the amended complaint, Graham Packaging maintains that under Section 8.2 of the stock purchase agreement between Graham Packaging and OI, OI is obligated to indemnify Graham Packaging for any losses associated with differences in the two companies’ pension plans including any losses incurred in connection with the arbitration award. The litigation is proceeding.

Graham Packaging is a party to various other litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of Graham Packaging with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from Graham Packaging’s various litigation matters will not be material to the business, financial condition, results of operations or cash flows of Graham Packaging.

Property, Plant and Equipment

Our business segments operate through a number of offices, manufacturing facilities and warehouses throughout the world. We generally own or lease our facilities under long-term leases. Some of our principal facilities are subject to mortgages and other security interests granted to secure indebtedness with certain financial institutions. We believe that our manufacturing facilities are well maintained and generally adequate to meet our needs for the foreseeable future.

SIG

SIG operates ten aseptic carton manufacturing plants located at seven production sites worldwide. SIG manufactures filling machines and components for its Combibloc system at three of its manufacturing facilities. SIG also operates the Whakatane paper mill located in New Zealand. We believe all of SIG’s facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

Evergreen

Evergreen operates two integrated pulp and paper mills and 14 sleeve production plants at locations worldwide and one separate extrusion facility. Evergreen also has two locations where it manufactures filling machines and components, one of which is also a sleeve production plant. We believe all of Evergreen’s facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

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Closures

Closures operates 32 manufacturing plants at locations worldwide. We believe all of Closures’ facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

Reynolds Consumer Products

Reynolds Consumer Products operates 12 manufacturing plants, all located in the United States. Reynolds Consumer Products and Pactiv Foodservice operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois. We believe all of Reynolds Consumer Products’ facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

Pactiv Foodservice

Pactiv Foodservice operates 50 manufacturing plants in North America and three in Europe and has two joint ventures in China. At 28 of its facilities, Pactiv Foodservice manufactures products for Reynolds Consumer Products. Pactiv Foodservice also operates several distribution facilities in the United States. Reynolds Consumer Products and Pactiv Foodservice operate a research and development center for new materials technology in Canandaigua, New York, and a customer innovation center in Bedford Park, Illinois. We believe all of Pactiv Foodservice’s facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

Graham Packaging

Graham Packaging has a network of 99 manufacturing facilities of which approximately one-third of these manufacturing facilities are located on-site at its customers’ plants. We believe all of Graham Packaging’s facilities are suitable for their respective operations and provide sufficient capacity to meet reasonably foreseeable production requirements.

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MANAGEMENT

We describe below the directors and senior management of RGHL, and the senior management of our SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging segments and the Issuers of the notes. RGHL is ultimately controlled by Mr. Graeme Hart.

Members of the RGHL Group’s senior management and the respective principal boards are as follows:

Directors of RGHL and Senior Management of the RGHL Group

Name	Role	Age
Directors:
Graeme Hart	Sole indirect owner and Director of RGHL	57
Thomas Degnan	Director and Chief Executive Officer of RGHL	64
Bryce Murray	Director of RGHL	55
Gregory Cole	Director of RGHL	49
Senior Management of the RGHL Group:
Allen Hugli	Chief Financial Officer of RGHL	49
Joseph Doyle	Group Legal Counsel of RGHL	53
Rolf Stangl	Chief Executive Officer of SIG	41
John Rooney	Chief Executive Officer of Evergreen	49
Malcolm Bundey	Chief Executive Officer of Closures and Graham Packaging	51
Lance Mitchell	Chief Executive Officer of Reynolds Consumer Products	53
John McGrath	Chief Executive Officer of Pactiv Foodservice	54

RGHL has no independent directors. The directors do not serve a specified term and can be removed at any time by the strategic owner.

Graeme Hart is the sole indirect owner and a director of RGHL. He is also the ultimate owner and a director of a number of companies, including Carter Holt Harvey Limited, which was previously listed on the New Zealand Stock Exchange and is in the business of building supplies, pulp and paper and wood products, mainly in Australia and New Zealand, UCI Holdings Limited and Autoparts Holdings Limited, leading suppliers to the light and heavy-duty vehicle aftermarket for replacement parts. In addition, Mr. Hart is the sole shareholder and a director of Rank Group and a director of a number of private investment companies.

Thomas Degnan is a director and the Chief Executive Officer of RGHL. He is also a director and officer of a number of companies within the RGHL Group. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey Limited while both were public companies.

Bryce Murray is a director of RGHL. Mr. Murray is a member of the RGHL Audit Committee. In addition, he has an oversight role over a number of the operating companies in the RGHL Group. He also is a director of Rank Group and other entities owned by Mr. Hart. He also has primary responsibility for the operational management of the Carter Holt Harvey group of companies. He joined Rank Group in 1992 as Chief Financial Officer and held this position until 2004. During his time with Rank Group he held a number of roles involving financial control, financing, acquisitions, divestments and strategy. He also served as a director of Burns, Philp & Company Pty Limited and of Carter Holt Harvey Limited while both were public companies. Prior to joining Rank Group he was a partner with the accounting firm Deloitte Touche Tohmatsu (New Zealand).

Gregory Cole is a director of RGHL. Mr. Cole is a member of the RGHL Audit Committee. In addition, he is a director and officer of a number of other companies within the RGHL Group. He is also a director of Rank Group and other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 2004. From 1994 to 2004, Mr. Cole was a partner with Deloitte Touche Tohmatsu, a firm he joined in 1986.

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Allen Hugli is the Chief Financial Officer of RGHL. In addition, he is a director and officer of a number of other companies within the RGHL Group. He is also the Chief Financial Officer and a director of Rank Group and a director of other entities owned by Mr. Hart. He has been a senior executive of Rank Group since 1993. He has been the Chief Financial Officer of Burns, Philp & Company Pty Limited since 1999. Mr. Hugli previously held positions in financial management and audit practices in Australia, Canada and New Zealand.

Joseph Doyle is the Group Legal Counsel of RGHL. Mr. Doyle was appointed Group Legal Counsel following the Pactiv Acquisition. Prior to joining RGHL, Mr. Doyle was General Counsel for Pactiv from 2007 to 2010. Prior to joining Pactiv, he was a partner with the law firm Mayer Brown from 2001 to 2007.

Rolf Stangl is the Chief Executive Officer of SIG. He was appointed Chief Executive Officer and a member of the SIG executive board in November 2008. Prior to such appointment, Mr. Stangl was head of Global Market Operations of SIG Combibloc, the head of SIG Beverages from May 2007 until its divestment in April 2008 and the head of SIG Corporate Development and Mergers and Acquisitions for the period from May 2004 to April 2007. Prior to joining SIG, Mr. Stangl was an investment director at Syntek Capital AG, Chief Operating Officer and the founder of intainment.com AG, an internet start-up company, and a senior consultant at Roland Berger & Partner.

John Rooney is the Chief Executive Officer of Evergreen. He was appointed the Chief Executive Officer in May 2011. Mr. Rooney has worked at Evergreen since 1991 in a number of progressive leadership assignments including Plant Manager, International Marketing, Business Integration and General Manager of Evergreen Packaging Equipment. Most recently, Mr. Rooney led the North American Converting and Equipment businesses while also overseeing Sales & Operations Planning and Logistics & Distribution enterprise-wide for Evergreen.

Malcolm Bundey is the Chief Executive Officer of Closures and Graham Packaging. He was appointed the Chief Executive Officer of Closures in May 2011 and the Chief Executive Officer of Graham Packaging in May 2012. Prior to these appointments, Mr. Bundey served as the Chief Executive Officer of Evergreen from 2008 to May 2011. He has been a senior executive with Rank Group since 2003. Mr. Bundey’s other appointments within Rank Group have included Company Executive at Carter Holt Harvey Limited and Chief Financial Officer of Goodman Fielder from 2003 through 2006, when he relocated to the U.S. with Rank Group in an executive capacity working on mergers and acquisitions. Prior to joining Rank Group, Mr. Bundey was a partner with Deloitte Touche Tohmatsu (Corporate Reorganization and Management Consulting Group) for five years, ultimately working with the firm for a total of fifteen years to September 2003.

Lance Mitchell is the Chief Executive Officer of Reynolds Consumer Products. He was appointed Chief Executive Officer in April 2011. Prior to such appointment, Mr. Mitchell served as President of Closures. Mr. Mitchell began his role with Closures under Alcoa in February 2006. Prior to joining Alcoa, Mr. Mitchell was the Group Vice President of PolyOne Corporation, a global polymer services company, the general manager at BF Goodrich, the general manager at the Geon Company and a business manager at Avery Dennison.

John McGrath is the Chief Executive Officer of Pactiv Foodservice. Mr. McGrath was appointed Chief Executive Officer in November 2010 following the Pactiv Acquisition. Prior to becoming Chief Executive Officer, Mr. McGrath served as Vice President of Sales, Marketing and Product Development for Pactiv’s foodservice and food packaging division. Formerly, Mr. McGrath has been general manager of Pactiv’s food processor business and prior to that, Vice President of Logistics. He has also held various positions in sales, marketing and product development throughout his career. Mr. McGrath is the past chairman of the Foodservice Packaging Institute (FPI) and currently serves on the board of directors of the International Foodservice Manufacturers Association.

Directors’ and Senior Management’s Compensation

The aggregate compensation paid to our businesses’ key management and personnel, including incentive bonus payments, pension contributions, compensation for loss of office, and the estimated total value of benefits-in-kind granted to key management and personnel as a group during the period ended December 31, 2011 was $13 million. Directors of the RGHL Group do not receive compensation for their services in such capacities.

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The directors of RGHL and the Chief Financial Officer of RGHL do not receive any incentive or variable pay as part of their compensation packages in those capacities. All other senior management of RGHL participate in annual incentive compensation plans that measure EBITDA and cash performance. Targets are set annually based on annual operating plans and goals. Awards are calculated on performance against the predetermined goals, with final individual payouts determined at the discretion of the directors of RGHL.

Senior management may participate in pension plans sponsored by the RGHL Group. For the year ended December 31, 2011, the RGHL Group set aside approximately $221,000 to provide pension, retirement and similar benefits for the senior management of RGHL. For more information regarding such pension plans, see notes 3.12 and 26.1 to the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

Directors’ and Senior Management’s Service Contracts

No director has a service contract relating to his position as director.

Thomas Degnan has entered into an employment agreement with Rank Group North America Inc., a wholly-owned subsidiary of Rank Group. Allen Hugli has entered into an employment agreement with Rank Group. Joseph Doyle has entered into an employment agreement with Reynolds Services Inc. Rolf Stangl has entered into an employment agreement with SIG Combibloc. Malcolm Bundey has entered into an employment agreement with Evergreen Packaging, Inc. Lance Mitchell has entered into an employment agreement with Reynolds Foil Inc. (now known as Reynolds Consumer Products Inc.) John McGrath has entered into an employment agreement with Pactiv. John Rooney has entered into an employment agreement with Evergreen Packaging, Inc.

Thomas Degnan and Allen Hugli are not employed by the RGHL Group and do not receive any remuneration of any kind from the RGHL Group. While neither Mr. Degnan nor Mr. Hugli is an employee of the RGHL Group, we expect they will continue to spend sufficient time to perform the services of Chief Executive Officer and Chief Financial Officer, respectively, for us.

Directors’ and Senior Management’s Indemnification Agreements

Rank Group and RGHL have agreed to indemnify the directors and certain senior managers of the RGHL Group, as listed in the table under the heading “— Directors of RGHL and Senior Management of the RGHL Group” above, in respect of decisions made, or actions taken, by these individuals on behalf of certain specified companies in their capacity as directors or senior managers of those companies on written instruction from a direct or indirect shareholder of either company in connection with any transactions or the approval or execution of any resolutions or documents in relation to the SIG Transaction, the RGHL Transaction, the Evergreen Transaction, the Reynolds Foodservice Acquisition, the Pactiv Transaction, the Dopaco Acquisition and the Graham Packaging Transaction. RGHL has agreed to indemnify certain of the directors and officers of the RGHL Group in connection with certain refinancing transactions. The indemnification agreements are jurisdiction and company specific agreements that provide for substantially the same terms, except that the agreements contain different limitations on the indemnification obligations of Rank Group and RGHL. Specifically, in the documents referred to as “Letters of Indemnification” the indemnification generally does not apply if payment for the indemnified liabilities is made under an insurance policy or by another source; and in the documents referred to as “Deed Polls of Indemnification” the indemnification generally does not apply to the extent that (i) indemnification is not permitted by applicable laws, (ii) the indemnified liabilities were the result of gross negligence, bad faith or willful misconduct by the indemnified individuals, (iii) payment for the indemnified liabilities is made under an insurance policy or by another source or (iv) the indemnified individual initiates proceedings.

In addition to the indemnification agreements listed above, we have also entered into indemnification agreements with officers of the RGHL Group other than our senior management, including an indemnification agreement with the directors and officers of each registrant in connection with this registration statement.

By a Deed Poll of Indemnification by Rank Group dated December 22, 2009, Rank Group indemnifies each person who, at or after the date of the deed poll, holds the office of director or statutory officer of (inter alia) any

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entity which it controls incorporated in Australia or New Zealand, including RGHL. Subject to certain limitations set out in the deed poll, including where the giving of such an indemnity is prohibited by law, each indemnified person is indemnified against any costs he or she incurs in any proceeding that relates to liability for any act done or omission made in his or her capacity as a director, statutory officer or employee of RGHL, in which proceeding such person is acquitted, or has judgment given in his or her favor, or which is discontinued.

We also issue our directors and officers insurance for director’s and officer’s liability and legal expenses. We have not included details about the nature of the liabilities covered or the amount of the premium paid in respect of such insurance contracts as such disclosure is prohibited under the terms of those contracts.

Board Committees

In March 2012, RGHL’s board appointed an Audit Committee to oversee the financial reporting process including the hiring and performance of external auditors and to monitor the internal control process and the choice of accounting policies and principles. The members of the Audit Committee are Mr. Gregory Cole and Mr. Bryce Murray. The Audit Committee has adopted a charter under which the Audit Committee operates. The charter provides that the Audit Committee will be appointed annually by the board. The board may remove or replace members of the Audit Committee at any time.

RGHL does not have a Compensation Committee.

Employees

RGHL and its subsidiaries had approximately 36,000 and 25,500 employees as of December 31, 2011 and 2010, respectively. The increase is primarily the result of acquisitions, including Dopaco and Graham Packaging in 2011. Further information regarding the employees of each segment is included in “Business — Business Overview.”

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SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders and Beneficial Ownership

RGHL, BP I and BP II are indirectly wholly-owned by Mr. Graeme Hart. Other than Mr. Graeme Hart, no director or member of our executive team beneficially owns any shares of RGHL, BP I or BP II.

RGHL has issued 111,000,004 shares, which are all owned by Packaging Finance Limited, a New Zealand corporation, which is 100% owned by Packaging Holdings Limited, a New Zealand corporation, which is 100% owned by Mr. Graeme Hart. BP I has issued 13,063,527 shares and BP II has issued 1,000 shares, all of which are owned by RGHL.

Related Party Transactions

Other than our strategic owner, Mr. Graeme Hart, none of the directors, members of management or shareholders of the RGHL Group has or had any interest in any transactions with us which are or were unusual in their nature or conditions or significant to our business taken as a whole and that were effected during the current or immediately preceding fiscal year, or during any earlier fiscal year and which remain in any respect outstanding or unperformed. No loans are outstanding from us to any director or member of management and there are no guarantees provided by us for the benefit of any such person. In addition to the related party transactions discussed below, from time to time we enter into other transactions with affiliates which are not material to us or our affiliates.

For purposes of the agreements referred to in this section, the Hart Group refers to (i) Mr. Graeme Hart, (ii) his spouse and members of his immediate family (including siblings, children, grandchildren and children and grandchildren by adoption) and (iii) in the event of incompetence or death of any of the persons described in clauses (i) and (ii) hereof, such person’s transferee by will, estate, executor, administrator, committee or other personal representative.

Acquisitions

Reynolds Foodservice Acquisition

On September 1, 2010, Reynolds Group Holdings Inc., an indirect wholly-owned subsidiary of RGHL, acquired all of the issued and outstanding shares of capital stock of Reynolds Packaging Inc. (now known as Reynolds Packaging Holdings LLC), and Closure Systems International B.V., an indirect wholly-owned subsidiary of RGHL, acquired all of the issued and outstanding shares of capital stock of Reynolds Packaging International B.V. and one equity interest in the corporate capital of Reynolds Metals Company de Mexico S. de R.L. de C.V., from Reynolds Packaging (NZ) Limited, an affiliated entity beneficially owned by our strategic owner, Mr. Graeme Hart, for a total consideration of $342 million (including certain post-closing adjustments), pursuant to the stock purchase agreement entered into by BP III, Reynolds Group Holdings Inc., Closure Systems International B.V., or collectively, the “Reynolds Foodservice Buyers,” and Reynolds Packaging (NZ) Limited.

Subject to the limitations contained in the stock purchase agreement, the Reynolds Foodservice Buyers, on the one hand, and Reynolds Packaging (NZ) Limited, on the other hand, have agreed to indemnify each other for losses resulting from inaccuracies in or breaches of the representations and warranties and covenants contained in the stock purchase agreement and Reynolds Packaging (NZ) Limited shall indemnify the Reynolds Foodservice Buyers for losses resulting from pre-closing income taxes of Reynolds Packaging Inc. (now known as Reynolds Packaging Holdings LLC) and Reynolds Packaging International B.V. and their subsidiaries that are not included as accruals on a closing statement furnished by BP III to Reynolds Packaging (NZ) Limited. Each party’s indemnification liability for breach of most representations and warranties is capped at an aggregate liability of $30 million. Any claim for breach of certain fundamental representations is capped at the purchase price, as adjusted. Generally, claims for breaches of representations and warranties had to be made prior to September 1, 2011, provided, however, that (i) claims for inaccuracies in or breaches of certain fundamental representations and warranties (e.g., representations and warranties regarding organization, authority, title to shares, capitalization and brokerage and finders fees) may be made prior to the four year anniversary of the date of the

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closing of the Reynolds Foodservice Acquisition and (ii) claims with respect to Reynolds Packaging (NZ) Limited’s inaccuracy or breach of its representation and warranty concerning tax matters may not be made following the closing of the Reynolds Foodservice Acquisition. In addition, no claim for indemnification may be asserted from and after the date on which all or a portion of the equity interests of Reynolds Packaging (NZ) Limited, the Reynolds Foodservice Buyers or any parent entity of Reynolds Packaging (NZ) Limited or the Reynolds Foodservice Buyers is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group. The parties agreed to bear equal responsibility for any transfer taxes arising from the Reynolds Foodservice Acquisition.

Evergreen Acquisition

On May 4, 2010, Reynolds Group Holdings Inc., an indirect wholly-owned subsidiary of RGHL, acquired all of the issued and outstanding shares of capital stock of Evergreen Packaging Inc. and SIG Combibloc Holding GmbH, an indirect wholly-owned subsidiary of RGHL, acquired all of the issued and outstanding shares of capital stock of Evergreen Packaging (Luxembourg) S.à r.l., from CHH, for a total purchase price of $1,612 million (including certain post-closing adjustments), pursuant to the reorganization agreement entered into by BP III, CHH, Reynolds Group Holdings Inc., Evergreen Packaging US and Evergreen Packaging New Zealand Limited on April 25, 2010.

Subject to the limitations contained in the reorganization agreement, BP III and CHH have agreed to indemnify each other for losses resulting from inaccuracies in or breaches of the representations and warranties and covenants contained in the reorganization agreement and CHH shall indemnify BP III for losses in excess of the taxes of Evergreen Packaging Inc., Evergreen Packaging (Luxembourg) S.à r.l. and their subsidiaries that are included as liabilities on the closing statement furnished by BP III to CHH. Each party’s indemnification liability for breach of most representations and warranties is capped at an aggregate liability of $150 million. Any claim for breach of the title to shares and title to assets is capped at the purchase price, as adjusted. Generally, claims for breaches of representations and warranties had to be made prior to May 4, 2011, provided, however, that (i) claims for inaccuracies in or breaches of certain fundamental representations and warranties (e.g., representations and warranties regarding organization, authority, title to shares, capitalization and brokerage and finders fees) may be made prior to the four year anniversary of the date of the closing of the Evergreen Acquisition and (ii) claims with respect to CHH’s inaccuracy or breach of its representation and warranty concerning tax matters may not be made following the closing of the Evergreen Acquisition. In addition, no claim for indemnification may be asserted from and after the date on which all or a portion of the equity interests of CHH, BP III or any parent entity of CHH or BP III is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group. The parties agreed to bear equal responsibility for any transfer taxes arising from the Evergreen Acquisition.

Whakatane Acquisition

On May 4, 2010, Whakatane Mill Limited, an indirect wholly-owned subsidiary of RGHL, purchased CHH’s assets and liabilities associated with the Whakatane paper mill for a purchase price of $46 million, including certain post-closing adjustments, pursuant to the asset purchase agreement entered into by Whakatane Mill Limited and CHH on April 25, 2010.

Subject to the limitations contained in the asset purchase agreement, Whakatane Mill Limited and CHH have agreed to indemnify each other for losses resulting from inaccuracies in or breaches of the representations and warranties and covenants contained in the asset purchase agreement. Each party’s indemnification liability for breach of most representations and warranties is capped at an aggregate liability of $15 million. Losses in connection with breaches of the title to assets representation are capped at the purchase price, as adjusted. Generally, claims for breaches of representations and warranties had to be made prior to May 4, 2011, provided, however, that (i) claims for inaccuracies in or breaches of certain fundamental representations and warranties (e.g., representations and warranties regarding organization, authority, title to assets and brokerage and finder’s fees) may be made prior to the four year anniversary of the date of the closing of the Whakatane Acquisition and (ii) claims with respect to CHH’s inaccuracy or breach of its representation and warranty concerning tax matters may not be made following the closing of the Whakatane Acquisition. Except to the extent reflected in the

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closing statement and the purchase price adjustment, any taxes of CHH are an “excluded liability” for which CHH remains liable. In addition, no claim for indemnification may be asserted from and after the date on which all or a portion of the equity interests of CHH, Whakatane Mill Limited or any parent entity of CHH or Whakatane Mill Limited is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group.

CHH granted to Whakatane Mill Limited a non-exclusive, non-transferable license to use certain names associated with CHH for a one-year term. This license expired on May 4, 2011.

Reynolds Consumer Acquisition

On November 5, 2009, BP III acquired from Reynolds Consumer Products (NZ) Limited, an affiliated entity beneficially owned by our strategic owner, Mr. Graeme Hart, all of the issued and outstanding shares of capital stock of Reynolds Consumer Products (Luxembourg) S.à r.l. for a purchase price of $15 million, and Reynolds Group Holdings Inc. acquired from Reynolds Consumer Products (NZ) Limited all of the issued and outstanding shares of capital stock of Reynolds Consumer Products Holdings Inc. (now known as Reynolds Consumer Products Holdings LLC) for a purchase price of $1,785 million, which together with the $15 million purchase price, we refer to as the “Aggregate Purchase Price,” less the amount of outstanding consolidated indebtedness of Reynolds Consumer Products Holdings Inc. (now known as Reynolds Consumer Products Holdings LLC) and its subsidiaries under a senior secured term loan facility and a senior secured revolving credit facility entered into in connection with the Reynolds Acquisition, which we refer to as the “Reynolds Facility,” as of the date of closing of the Reynolds Consumer Acquisition, pursuant to a stock purchase agreement entered into by BP III, Reynolds Consumer Acquisition Co., or together, the “Reynolds Consumer Buyers,” and Reynolds Consumer Products (NZ) Limited on October 15, 2009.

The Aggregate Purchase Price was subject to adjustments for consolidated net cash, working capital and benefit of earnings, resulting in an aggregate $3 million payable by Reynolds Consumer Products (NZ) Limited to Reynolds Consumer Acquisition Co. and BP III which amounts were satisfied by Reynolds Consumer Products (NZ) Limited in the form of certain intercompany debt arrangements.

Subject to the limitations contained in the Reynolds Consumer Purchase Agreement, the Reynolds Consumer Buyers, on the one hand, and Reynolds Consumer Products (NZ) Limited on the other hand, have agreed to indemnify each other for losses resulting from inaccuracies in or breaches of the representations and warranties and covenants contained in the stock purchase agreement and Reynolds Consumer Products (NZ) Limited will indemnify the Reynolds Consumer Buyers for losses in excess of $2 million resulting from pre-closing income taxes of Reynolds Consumer Products (Luxembourg) S.à r.l., Reynolds Consumer Products Holdings Inc. (now known as Reynolds Consumer Products Holdings LLC) and their respective subsidiaries arising in respect of the period after February 29, 2008. Such indemnification is capped at $195 million. Generally, claims for breaches of representations and warranties had to be made prior to November 5, 2010, provided, however, that (i) claims for inaccuracies in or breaches of certain fundamental representations and warranties (e.g., representations and warranties regarding organization, authority, title to shares, capitalization and brokerage and finding fees) may be made indefinitely and (ii) claims with respect to Reynolds Consumer Products (NZ) Limited’s inaccuracy or breach of its representation and warranty concerning tax matters may not be made following the closing of the Reynolds Consumer Acquisition. In addition, no claim for indemnification may be asserted from and after any date on which all or a portion of the equity interests of Reynolds Consumer Products (NZ) Limited, or the Reynolds Consumer Buyers, or any parent entity of Reynolds Consumer Products (NZ) Limited or the Reynolds Consumer Buyers is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group. The parties agreed to bear equal responsibility for any transfer taxes arising from the Reynolds Consumer Acquisition.

Closures Acquisition

On November 5, 2009, BP III acquired from Closure Systems International (NZ) Limited, an affiliated entity beneficially owned by our strategic owner, Mr. Graeme Hart, all of the issued and outstanding shares of capital stock of Closure Systems International (Luxembourg) S.à r.l. for a purchase price of $1,223 million, less

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the amount of outstanding consolidated indebtedness of Closure Systems International (Luxembourg) S.à r.l. and its subsidiaries under the Reynolds Facility as of the date of closing of the Closures Acquisition, pursuant to a stock purchase agreement entered into by BP III and Closure Systems International (NZ) Limited dated October 15, 2009. The purchase price was subject to adjustments for consolidated net cash, working capital and benefit of earnings, resulting in $8 million paid by BP III to Closure Systems International (NZ) Limited in the form of cash and certain intercompany debt arrangements.

Subject to the limitations contained in the stock purchase agreement, BP III and Closure Systems International (NZ) Limited have agreed to indemnify each other for losses resulting from inaccuracies in or breaches of the representations and warranties and covenants contained in the stock purchase agreement and Closure Systems International (NZ) Limited will indemnify BP III for losses in excess of $25 million resulting from the pre-closing income taxes of Closure Systems International (Luxembourg) S.à r.l. and its subsidiaries arising in respect of the period after February 29, 2008. Such indemnification is capped at $135 million. Generally, claims for breaches of representations and warranties had to be made prior to November 5, 2010, provided, however, that (i) claims for inaccuracies in or breaches of certain fundamental representations and warranties (e.g., representations and warranties regarding organization, authority, title to shares, capitalization and brokerage and finding fees) may be made indefinitely or until the latest date permitted by law and (ii) claims with respect to Closure Systems International (NZ) Limited’s inaccuracy or breach of its representation and warranty concerning tax matters may not be made following the closing of the Closures Acquisition. In addition, no claim for indemnification may be asserted from and after any date on which all or a portion of the equity interests of Closure Systems International (NZ) Limited, BP III or any parent entity of Closure Systems International (NZ) Limited or BP III is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group. The parties agreed to bear equal responsibility for any transfer taxes arising from the Closures Acquisition.

Rank Group Loan Agreement

We are party to a loan agreement with Rank Group under which Rank Group may request and receive one or more advances up to an aggregate amount of the New Zealand dollar equivalent of $215 million or such other amount as agreed upon by us and Rank Group. Advances are unsecured, repayable on demand and subordinated on terms such that no payments can be made until the obligations under a Rank Group senior secured credit facility are repaid in full. Advances due from Rank Group accrue interest at a rate based on the average 90 day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by us. See note 30 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

No additional advances or repayments were made during the year ended December 31, 2010 or the year ended December 31, 2011. During 2010, interest was charged at 5.98% to 6.47%. On December 31, 2010, $256 million, inclusive of capitalized interest, was outstanding under the loan. During 2011, interest was charged at 5.90% to 6.25%. On December 31, 2011, $271 million, inclusive of capitalized interest, was outstanding under the loan.

Rank Group Management Fee

On December 20, 2012, RGHL paid a fee of $32 million to Rank Group for management, consulting, monitoring and advisory services.

Securitization Facility Purchase and Sale Agreement

On November 7, 2012, Pactiv LLC, Reynolds Consumer Products Inc., Evergreen Packaging Inc., Blue Ridge Paper Products Inc., Graham Recycling Company, L.P., Graham Packaging Company, L.P., Graham Packaging Plastic Products Inc., Graham Packaging PET Technologies Inc., Graham Packaging LC, L.P., and Graham Packaging PX Holding Corporation (the “Sellers”), Reynolds Group Holdings Inc., Beverage Packaging

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Factoring (Luxembourg) S.à r.l. (“BP Factoring”), and Beverage Packaging Holdings (Luxembourg) IV S.à r.l., entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). All of these entities are indirect subsidiaries of RGHL.

The Purchase and Sale Agreement provides for the sale by the Sellers to BP Factoring of substantially all of the Sellers’ trade receivables, together with all related security and collections thereof (the “Receivables”) owned by the Sellers on November 1, 2012 and generated from time to time thereafter. The terms of the Securitization Facility do not result in the derecognition of the Receivables by the RGHL Group.

The Sellers have agreed to accept payments for the sale of the Receivables in accordance with and subject to the provisions of the Purchase and Sale Agreement.

The Purchase and Sale Agreement contains customary representations and warranties, including with respect to the Receivables sold thereunder. The Sellers are liable to make a payment to BP Factoring in case of a breach of a representation relating to the sold Receivables or if the outstanding balance of a sold Receivable is reduced in certain circumstances, but the Sellers are not liable with respect to the credit risk of the sold Receivables.

The Purchase and Sale Agreement contains affirmative and negative covenants that we believe are usual and customary for a receivables facility of this type. The affirmative covenants include reporting covenants, covenants to give notices of certain events, maintain books and records, permit access for due diligence, comply with laws, pay applicable taxes, comply with the credit and collection policy and instruct the obligors under the Receivables to make payments to accounts of BP Factoring. The negative covenants include covenants limiting the Sellers’ ability to create liens with respect to the Receivables, change their business, change the credit and collection policy and change payment instructions given to the obligors with respect to the Receivables as well as covenants relating to the separateness of BP Factoring.

Under the Purchase and Sale Agreement, BP Factoring has designated Reynolds Group Holdings Inc. and Beverage Packaging Holdings (Luxembourg) IV S.à r.l. to perform certain servicing functions with respect to the Receivables purchased by BP Factoring. Reynolds Group Holdings Inc. has in turn delegated certain of its duties to the Sellers of the relevant Receivables.

Reynolds Treasury Loan Agreement

On August 23, 2011, the RGHL Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited, an affiliate of Rank Group. The unsecured loan bore interest at the greater of 2% and the 3-month EURIBOR rate plus 4.875%. See note 30 of the RGHL Group’s audited financial statements as of and for the year ended December 31, 2011, included elsewhere in this prospectus.

During 2011, interest was charged at 6.875%. As of December 31, 2011, $23 million was outstanding under the loan. The loan was repaid on June 8, 2012.

Indemnification Letter Agreements

Indemnification Letter Agreements Relating to Alcoa

In connection with the Reynolds Acquisition, Rank Group and Alcoa entered into an acquisition agreement, pursuant to which Rank Group acquired certain assets and entities that currently constitute our Reynolds foodservice packaging business, Reynolds consumer products business and Closures segment.

In connection with the RGHL Acquisition and the Reynolds Foodservice Acquisition, in which we acquired certain entities that currently constitute our Reynolds foodservice packaging business, Reynolds consumer products business and Closures segment from Rank Group, we entered into letter agreements pursuant to which Rank Group agreed, in its reasonable discretion, to enforce indemnification claims it may have against Alcoa, under its acquisition agreement with Alcoa, and remit any net proceeds received from such claims. The letters will terminate from and after any date on which all or a portion of the equity interests of Rank Group or the respective buyers of these companies and businesses or any parent entity of Rank Group is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group.

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Evergreen Indemnification Letter Agreement

In connection with the Initial Evergreen Acquisition, IP, CHH and Evergreen Packaging Inc. entered into a purchase agreement, pursuant to which CHH acquired from IP certain assets and entities that currently constitute our Evergreen segment.

In connection with the Evergreen Acquisition, in which we acquired certain entities that currently constitute our Evergreen segment from CHH, BP III entered into a letter agreement with CHH, pursuant to which CHH agreed, in its reasonable discretion, to enforce indemnification claims it may have against IP, under its purchase agreement with IP, and remit any net proceeds received from such claims to BP III. This letter will terminate from and after the date on which all or a portion of the equity interests of CHH, BP III or any parent entity of CHH or BP III is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group.

Transition Services Letter Agreement

In connection with the Reynolds Acquisition by Rank Group, in which it acquired certain entities that currently comprise our Reynolds foodservice packaging business, Reynolds consumer products business and Closures segment, Rank Group purchased certain transition services from Alcoa pursuant to an agreement dated December 21, 2007.

In connection with the RGHL Acquisition, in which we acquired certain entities that constitute our Reynolds consumer products business and Closures segment from Rank Group, BP III entered into a transition services letter agreement with Rank Group, pursuant to which Rank Group agreed to continue to purchase for the benefit of Closures and our Reynolds consumer products business certain of the transition services that Rank Group purchased from Alcoa. The transition services included information technology and financial reporting services in various jurisdictions and were charged by Rank Group to our Reynolds consumer products business and Closures, as applicable, at cost. Pursuant to the terms of the transition services letter agreement, BP III paid, or caused Closures and our Reynolds consumer products business to pay, to Rank Group all fees payable by Rank Group under its agreement with Alcoa that were allocable to Closures or our Reynolds consumer products business. Rank Group’s agreement with Alcoa expired on December 31, 2009 and Alcoa no longer provides transition services to Closures or our Reynolds consumer products business.

Whakatane Transition Services Agreement

In connection with the Whakatane Acquisition, Whakatane Mill Limited and CHH entered into a services agreement, pursuant to which Whakatane Mill Limited agreed to receive certain transition services from CHH and related entities. These services included payroll, accounts payable, accounts receivable, cash management, secondment of staff, corporate services, information technology, procurement and energy management. All of these services other than procurement and energy management have been terminated by Whakatane Mill Limited with effect from February 29, 2012. In addition, CHH agreed to lease an area of land close to the Whakatane paper mill to Whakatane Mill Limited for NZ$1 per annum to allow Whakatane Mill Limited to carry out certain maintenance activities.

CHH has novated to Whakatane Mill Limited an agreement with the electricity supplier for the Whakatane paper mill. Pursuant to the services agreement, if Whakatane Mill Limited must give security to such electricity supplier, CHH will satisfy such condition on behalf of Whakatane Mill Limited, subject to certain conditions. CHH currently provides such security to the electricity spot services supplier of the Whakatane paper mill on behalf of Whakatane Mill Limited. The services agreement also provides that as long as CHH provides credit control services to Whakatane Mill Limited, it will use reasonable endeavors to extend debtors insurance held by CHH in relation to payment default by its debtors to Whakatane Mill Limited. CHH ceased to provide credit control services to Whakatane Mill Limited from February 29, 2012 and as a result Whakatane Mill Limited no longer has the ability to take the benefit of CHH’s debtors insurance. We estimate that the annual cost to Whakatane Mill Limited pursuant to this agreement is approximately NZ$2 million, exclusive of applicable Goods and Services Tax, or “GST.”

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Whakatane Mill Limited may terminate the services agreement upon satisfaction of certain notice requirements. CHH may terminate (i) all the transition services if there is a change of control of either party by giving not less than six months’ notice, (ii) the security granted to the electricity supplier and the debtors insurance, upon change of control of either party, with effect from the date on which such occurs and (iii) the lease, with effect from the date which is not less than six months after the termination notice is provided to Whakatane Mill Limited. Either party may terminate the services agreement (i) in the case of insolvency of the other party or (ii) for any material breach.

IT Service Letter

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited entered into an agreement stating that, notwithstanding the terms of the Whakatane Transition Services Agreement (as described above), CHH will provide IT transition services to Whakatane Mill Limited even if third party consent to a necessary sub-license or sub-lease has not been obtained. However, if a counterparty to a lease or license objects on reasonable grounds to the granting of a sub-license or sub-lease or threatens legal action or the termination of existing contracts, CHH may cease to provide the transition services relating to that sub-license or sub-lease until that consent is obtained. The agreement will terminate upon the earlier of termination of IT services under the Whakatane Transition Services Agreement or a change of control of either party. The IT services under the Whakatane Transition Services Agreement have been terminated with effect from February 29, 2012. The IT Service Letter has therefore also terminated.

New Zealand Cartonboard Supply Agreement

In connection with the Whakatane Acquisition, Whakatane Mill Limited and CHH entered into a supply agreement, pursuant to which CHH agreed to purchase cartonboard products from Whakatane Mill Limited. Pursuant to the supply agreement, CHH was not obligated to purchase any specified minimum volumes, but was obligated to purchase a minimum of 90% of the CHH Group’s (as defined therein) annual cartonboard supply requirements for its New Zealand business, subject to certain conditions and limitations. We estimate that the annual cost to CHH pursuant to this agreement was approximately NZ$13 million, exclusive of applicable GST. This supply agreement terminated with effect from March 1, 2011.

Australian Cartonboard Supply Agreement

In connection with the Whakatane Acquisition, Whakatane Mill Limited and Carter Holt Harvey Packaging Pty Limited, or “CHH Packaging,” entered into a supply agreement, pursuant to which CHH Packaging agreed to purchase cartonboard products from Whakatane Mill Limited. Pursuant to the supply agreement, CHH Packaging was not obligated to purchase any specified minimum volumes of the cartonboard products from Whakatane Mill Limited, but was obligated to purchase a minimum of 60% of the CHH Group’s (as defined therein) cartonboard supply requirements for its Australian business, subject to certain conditions and limitations. We estimate that the annual cost to CHH Packaging pursuant to this agreement was approximately AU$43 million, exclusive of applicable GST. This supply agreement terminated with effect from March 1, 2011.

Pulpwood Fiber Procurement Agency Agreement

In connection with the Whakatane Acquisition, Carter Holt Harvey Pulp & Paper Limited, or “CHH Pulp,” an affiliated entity that is beneficially owned by our strategic owner, Mr. Graeme Hart, and Whakatane Mill Limited entered into a procurement agreement, pursuant to which CHH Pulp will manage an agreement with Tenon Limited dated July 1988, or the “Tenon Agreement,” relating to the purchase of approximately 115,000 green tons of pulp logs per annum for Whakatane Mill Limited’s benefit. It is proposed that the Tenon Agreement will be assigned to Whakatane Mill Limited pursuant to the Whakatane purchase agreement or that Whakatane Mill Limited will enter into a supply agreement directly with the forest owners.

In addition, pursuant to the procurement agreement, Whakatane Mill Limited also agreed to appoint CHH Pulp as its exclusive agent for purchasing its additional requirement of approximately 55,000 green tons of wood fiber per annum for the Whakatane paper mill.

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The term of the procurement agreement is five years from May 5, 2010. In consideration of the services provided by CHH Pulp under this agreement, Whakatane Mill Limited agreed to pay CHH Pulp an agency fee equal to the greater of: (i) NZ$4,000 per month or (ii) NZ$0.30 per green ton of wood fiber received by Whakatane Mill Limited in the relevant month under the Tenon Agreement and through CHH Pulp’s procurement of the additional green tons of wood fiber. The procurement agreement may be terminated at any time (i) by Whakatane Mill Limited giving a minimum of six months’ written notice or (ii) by either party for cause. We estimate that the annual cost to Whakatane Mill Limited payable to CHH Pulp pursuant to this procurement agreement is approximately NZ$50,000, exclusive of applicable GST. Whakatane Mill Limited also agreed to pay third parties directly for procured fiber.

Pulp Supply Agreement

In connection with the Whakatane Acquisition, CHH Pulp and Whakatane Mill Limited entered into a supply agreement, pursuant to which Whakatane Mill Limited agreed to purchase all of its requirements of kraft pulp from CHH Pulp and CHH Pulp agreed to supply, to the extent that CHH Pulp is able, all of Whakatane Mill Limited’s requirements for kraft pulp. The price paid for the kraft pulp is based on a pricing model as described in the supply agreement. The Pulp Supply Agreement may be terminated at any time (i) after December 31, 2013 by either party by giving a minimum of 12 months’ written notice or (ii) for cause. We estimate that the annual cost to Whakatane Mill Limited pursuant to this agreement is approximately NZ$53 million, exclusive of applicable GST.

NCC Fiber Supply Agreement

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited entered into a supply agreement, pursuant to which Whakatane Mill Limited agreed to purchase all of its requirements of new corrugated cardboard clippings from CHH and CHH agreed to supply all of Whakatane Mill Limited’s requirements for new corrugated cardboard clippings.

During the first month of each quarter the price per metric ton is adjusted in accordance with a pricing model set forth in the supply agreement. The supply agreement may be terminated (i) at any time after January 1, 2014 by either party by giving a minimum of six months’ written notice, (ii) by Whakatane Mill Limited if it gives at least six months’ written notice to CHH and determines in good faith that it no longer requires new corrugated cardboard clippings permanently or (iii) for cause. We estimate that the annual cost to Whakatane Mill Limited pursuant to this agreement is approximately NZ$460,000, exclusive of applicable GST.

Waste Disposal Agreement

In connection with the Whakatane Acquisition, CHH Pulp and Whakatane Mill Limited entered into a waste disposal agreement, pursuant to which CHH Pulp agreed to make a landfill, that was owned by CHH Pulp, available to Whakatane Mill Limited (i) for disposal of permitted waste produced by the Whakatane paper mill up to a maximum of 16,000 tons per annum until termination of the agreement and (ii) to operate the landfill for an initial period after May 4, 2010 until twelve months after the date on which CHH Pulp gives written notice to Whakatane Mill Limited that it desires that a second period commences. CHH Pulp entered into a sale and purchase agreement with CHH in February 2012 pursuant to which the land on which the landfill sits transferred from CHH Pulp to CHH on March 28, 2012. The waste disposal agreement has been novated from CHH Pulp to CHH with effect from that date.

During the initial period, the landfill will be operated by Whakatane Mill Limited and it will be the only party using the landfill, while during the second period CHH will be operating the landfill and CHH, any of its related companies or Whakatane Mill Limited may use the landfill.

During the initial period, Whakatane Mill Limited agreed to pay CHH a fee that is equal to NZ$1 per month plus GST plus any costs, charges and fees associated with CHH’s operation or maintenance of the landfill. During the second period, Whakatane Mill Limited agreed to pay CHH a fee equal to NZ$1 per month plus GST plus a pro rata share, calculated on the volume of waste disposed by Whakatane Mill Limited at the landfill, of all costs, charges and fees associated with CHH’s operation or maintenance of the landfill.

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Whakatane Mill Limited may terminate the waste disposal agreement by giving a minimum of three months’ written notice to CHH. Any time after May 1, 2016, CHH may terminate the waste disposal agreement by giving a minimum of three years’ written notice of termination to Whakatane Mill Limited, provided that if the consents provided by government agencies for use of the landfill are amended such that it is uneconomical for CHH to operate the landfill, CHH may terminate the agreement by giving a minimum of six months’ written notice. The waste disposal agreement (i) will be automatically terminated if the government consents expire and are not replaced or (ii) may be terminated by either party for cause. The liability of either party under the waste disposal agreement is limited to NZ$10 million. We estimate that the annual cost to Whakatane Mill Limited payable to CHH pursuant to this agreement is approximately NZ$12 million as Whakatane Mill Limited pays operating costs associated with the landfill directly rather than through CHH. Whakatane Mill Limited also agreed to pay its own costs of operating the landfill.

Logistics Services Agreement

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited entered into a logistics services agreement, pursuant to which CHH agreed to provide Whakatane Mill Limited with freight and logistics management services, such as domestic freight management services, international shipping management services, port management services and export documentation management services.

Whakatane Mill Limited agreed to pay CHH an annual management fee of NZ$160,000 plus applicable GST and agreed to also pay third party freight costs. The logistics services agreement may be terminated by either party (i) immediately if the other party is in default or (ii) on not less than three months’ written notice. A party is in default under the logistics services agreement if it suffers an insolvency event (as defined therein) or materially breaches any material obligation if such breach is incurable or uncured for a specified period. This agreement was varied on April 18, 2012 to increase the annual management fee and to require that either party must give at least 12 months’ notice to terminate the agreement. We estimate that the annual cost to Whakatane Mill Limited payable to CHH pursuant to such agreement is approximately NZ$220,000, exclusive of applicable GST. Whakatane Mill Limited agreed to also pay third parties direct for freight.

Deeds of Participation

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited executed deeds of participation under New Zealand law pursuant to which Whakatane Mill Limited was admitted to certain retirement plans of CHH applicable to employees of the business being sold. These deeds of participation allow the employees transferred in the transaction to remain members of these retirement plans following the closing for the periods provided under the Whakatane Asset Purchase Agreement.

Trademark Assignment Agreement

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited executed a trademark assignment agreement, which recorded, effected and confirmed the assignment by CHH to Whakatane Mill Limited, with effect from the date of the trademark assignment agreement, of all of CHH’s rights, titles and interests in and to the trademarks to be transferred to Whakatane Mill Limited pursuant to the Whakatane Asset Purchase Agreement, including all associated intellectual property rights.

Evergreen Transition Services Agreement

In connection with the Evergreen Acquisition, CHH and Evergreen Packaging Inc. entered into a transition services agreement, pursuant to which CHH and its affiliates agreed to provide specified information technology information services to Evergreen Packaging Inc. and certain affiliates engaged in the beverage packaging business, collectively the “service receivers.”

The services are provided at cost, which is determined using the same methodology used in the previous six months and set forth on a schedule to the services agreement. Any service provider is generally required to provide a given service until the relevant service receiver terminates such service upon ten days’ written notice.

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The services agreement terminates (i) when all or a portion of the equity interests of CHH, Evergreen Packaging Inc. or any parent entity of CHH or Evergreen Packaging Inc. is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group, (ii) with respect to a given service receiver, other than Evergreen Packaging Inc., when all or a portion of the equity interests of such service receiver is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group and (iii) with respect to a given service, when all or a portion of the equity interests of the service provider providing such service, other than CHH, is issued to or sold, assigned or otherwise transferred to any person that is not controlled directly or indirectly by the Hart Group. After termination of the services agreement, any service receiver may choose to continue to receive the services for up to six months pursuant to the applicable terms of the services agreement.

Information Sharing Agreement

On April 7, 2010, CHH and CHH Pulp entered into an information sharing agreement with Evergreen Packaging Inc. and Blue Ridge Paper Products Inc., pursuant to which the parties agreed to share certain confidential information relating to the operations and practices of their respective mills. The information sharing agreement does not impose any obligation on either party to provide information, it simply provides that the relevant information shall be kept confidential. The information sharing agreement may be terminated by either party at any time upon written notice and, upon termination, either party may require the other to return all information received pursuant to the information sharing agreement. Each party must continue to maintain the confidentiality of all information received under the information sharing agreement.

Electricity Hedges Agreement

In connection with the Whakatane Acquisition, CHH and Whakatane Mill Limited entered into an agreement, pursuant to which CHH agreed to provide Whakatane Mill Limited with the benefits of certain electricity hedge agreements that CHH entered into with third parties, to the extent such electricity hedge agreements relate to Whakatane Mill Limited and Whakatane Mill Limited agreed to perform all of CHH’s obligations pursuant to such electricity hedge agreements to the extent such obligations relate to Whakatane Mill Limited. This agreement terminated with effect from September 1, 2011.

Sale of Certain Non-Strategic Assets

On April 25, 2010, Blue Ridge Paper Products Inc. and BPC United States Inc., a wholly-owned indirect subsidiary of Rank Group, entered into an asset purchase agreement with respect to the real property, plant and equipment of Blue Ridge Paper Products Inc.’s Richmond, Virginia facility for a cash purchase price equivalent to the net book value of the assets, which was approximately $3 million. As a result of this sale, the assets that were the subject of this agreement were not conveyed to BP III pursuant to the Evergreen Acquisition. The sale of the facility was completed on April 29, 2010.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS AND INTERCREDITOR AGREEMENTS

The following is a summary of the material terms and conditions of our material debt instruments other than the notes. For the purposes of this summary, a reference to “group” is a reference to RGHL and its subsidiaries from time to time.

Senior Secured Credit Facilities

On February 9, 2011, RGHL and certain of its subsidiaries entered into an amended and restated credit agreement and borrowed $2,325 million in U.S. term loans and €250 million in European term loans. The proceeds from such term loans under the Senior Secured Credit Facilities were applied to repay all term loans outstanding under the Original Senior Secured Credit Facilities.

On August 9, 2011, RGHL and certain of its subsidiaries entered into an amendment and incremental term loan assumption agreement which amended and restated the Senior Secured Credit Facilities (the “Second Amended and Restated Senior Secured Credit Facilities”) and under which the lenders party thereto agreed to make available $2,000 million in U.S. term loans (the “Tranche C U.S. Term Loans”). The proceeds of the Tranche C U.S. Term Loans were drawn on the date of the Graham Packaging Acquisition and applied along with available cash to fund a senior secured intercompany note to certain subsidiaries of Graham Holdings, the proceeds of which were used to repay, repurchase, redeem or otherwise retire Graham Packaging’s senior secured credit facilities and to pay fees, expenses and transaction costs.

Following the redemption of the Graham Packaging Notes, the senior secured intercompany note agreement was amended and restated, the related guarantees were released and the related security arrangements were terminated. Concurrently, Graham Holdings and certain of its U.S. subsidiaries became guarantors of the Existing Notes and our Senior Secured Credit Facilities and pledged certain assets for the benefit of the holders of the Existing Senior Secured Notes and the lenders under our Senior Secured Credit Facilities.

On September 28, 2012, RGHL and certain of its subsidiaries entered into an amendment and incremental term loan assumption agreement which amended and restated the Senior Secured Credit Facilities and incurred thereunder $2,235 million of term loans (the “U.S. Term Loans”) and €300 million of term loans (the “European Term Loans” and, together with the U.S. Term Loans, the “Term Loans”). Prior to this date certain amounts outstanding under the Tranche C U.S. Term Loans were repaid with available cash, and on September 28, 2012, concurrent with the incurrence of the Term Loans under the Senior Secured Credit Facilities, the borrowers under the Senior Secured Credit Facilities repaid in full the remaining term loan facilities under the Second Amended and Restated Senior Secured Credit Facilities. The Term Loans have a maturity date of September 28, 2018.

Structure

As of September 30, 2012, the Senior Secured Credit Facilities consisted of the following:

• $2,235 million of U.S. Term Loans which were borrowed by Reynolds Consumer Products Holdings LLC, Reynolds Group Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and BP III (the “U.S. Term Borrowers”);

• €300 million of European Term Loans which were borrowed by SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH and BP III (the “European Term Borrowers”);

• a U.S. revolving credit facility of $120 million, or the “U.S. Revolving Loans,” (of which up to $100 million may be drawn by way of letters of credit), which is available to the U.S. Term Borrowers and Closure Systems International Holdings Inc.; and

• a European revolving credit facility of €80 million, or the “European Revolving Loans,” (of which up to €70 million may be drawn by way of letters of credit), which is available to the European Term Borrowers and Closure Systems International B.V.

The remaining amount available to be borrowed as incremental loans under the Senior Secured Credit Facilities will be the greater of $750 million aggregate principal amount (less any amounts used to incur certain

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specified permitted indebtedness) and the maximum amount that, if fully drawn, would not cause the senior secured first lien leverage ratio to exceed 3.5 to 1.0 (the “Incremental Facility Amount”). Any borrower may by written notice to the agent under the Senior Secured Credit Facilities indicate that it wishes to have incremental term or revolving facilities in U.S. dollars, euro or other designated currencies in an amount of up to the Incremental Facility Amount. Such additional incremental facilities are uncommitted, and the existing lenders may agree or decline to participate in the incremental facilities in their sole discretion. The Senior Secured Credit Facilities provide that, to the extent incremental term loans or incremental revolving commitments are used concurrently with the incurrence thereof to refinance term loans and revolving credit commitments outstanding under the Senior Secured Credit Facilities, such usage will not reduce the otherwise available Incremental Facility Amount.

Incremental lenders, including the lenders under the U.S. Term Loans and the European Term Loans, share, to the extent possible, in the collateral securing the Senior Secured Credit Facilities (and the notes and the Existing Senior Secured Notes) on a pari passu basis.

Repayment, Prepayments and Amortization

The U.S. and European revolving facilities will mature on November 5, 2014. The Term Loans will mature on September 28, 2018.

In addition, the outstanding term loans under the Senior Secured Credit Facilities are required to be prepaid with (a) up to 50% of excess cash flow commencing with the fiscal year ending December 31, 2013 (which will be reduced to 25% if a senior secured first lien leverage ratio is met), (b) 100% of the net cash proceeds of certain asset dispositions (provided that a portion of the net cash proceeds of an asset disposition of collateral may be used to prepay or repurchase the notes and the Existing Senior Secured Notes to the extent required under the indentures governing the notes and the Existing Senior Secured Notes, as applicable), subject to certain thresholds and (c) 100% of the net proceeds of debt that is incurred in violation of the Senior Secured Credit Facilities.

Indebtedness under the Senior Secured Credit Facilities may be voluntarily prepaid in whole or in part, subject to minimum amounts and break funding costs. Voluntary prepayments of the Term Loans made on or prior to September 28, 2013, if made out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans where the effective yield of such term loans is less than the yield of the U.S. Term Loans or the European Term Loans (as the case may be), will be subject to a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment. Such prepayment fee will also apply during such applicable period where a term lender is required to assign its term loans as a result of its failure to consent to an amendment that would reduce the interest rate margins or other pricing-related terms with respect to its term loans. The above prepayment fees will not apply to any prepayments upon the occurrence of a Change of Control.

The U.S. Term Loans will amortize in quarterly installments equal to 0.25% of the principal amount thereof outstanding on September 28, 2012 and the European Term Loans will amortize in quarterly installments equal to 0.25% of the principal amount thereof outstanding on September 28, 2012 (subject to certain adjustments) and in each case with the balance payable in full on the maturity date thereof. The first amortization payment on the U.S. Term Loans and the European Term Loans is due on December 31, 2012.

Interest Rate and Fees

The rate of interest on loans under the Senior Secured Credit Facilities for each interest period is the percentage rate per annum equal to the sum of:

(i)   the applicable margin; and

(ii) (A)  in the case of ABR borrowings, the greatest of (1) the agent’s prime rate in effect from time to time, (2) the Federal funds effective rate in effect from time to time plus ¹/ ₂ of 1.00% and (3) the Adjusted LIBO Rate (as defined below) for a three month interest period plus 1.00%;

(B)  in the case of Eurocurrency borrowings denominated in U.S. dollars, the greater of (1) the LIBO rate for the interest period in effect multiplied by statutory reserves and (2) 2.00% per annum in the case of

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the U.S. Revolving Loans or 1.00% per annum in the case of U.S. Term Loans, which we refer to as the “LIBOR Floor”;

(C)  in the case of Eurocurrency borrowings denominated in Euro, the greater of (1) the EURIBO rate for the interest period in effect plus the mandatory cost and (2) 2.00% per annum in the case of the European Revolving Loans or 1.00% per annum in the case of European Term Loans;

(D)  in the case of FBR borrowings denominated in Euro, the greatest of (i) the agent’s prime rate for short-term loans in Euro, (ii) the EONIA rate in effect on such day plus ¹/₂ of 1.00%, (iii) the EURIBO Rate for a three month interest period plus 1% and (iv) 3.00% per annum; and

(E)  in the case of FBR borrowings denominated in a foreign currency other than Euro, the rate defined in the applicable incremental assumption agreement.

The applicable margin with respect to the Term Loans will vary depending on the total leverage ratio as set out in the following table:

Total Leverage Ratio	U.S. Term Loans –  Eurocurrency			U.S. Term Loans – Daily Rate			European Term Loans – Eurocurrency			European Term Loans – Daily Rate
³5.50 to 1.00		3.75	%		2.75	%		4.00	%		3.00	%
< 5.50 to 1.00		3.50	%		2.50	%		3.75	%		2.75	%

The applicable margin with respect to the Revolving Loans is equal to (i) with respect to any Eurocurrency revolving loan, 4.50% per annum and (ii) with respect to any ABR or FBR revolving loan, 3.50% per annum.

If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.00% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.00% per annum above the amount that would apply to an ABR term loan that is a U.S. Term Loan.

The borrowers are required to pay a commitment fee equal to 2.00% per annum on the daily unused amounts of the U.S. and European revolving credit facilities.

The borrowers are required to pay to each U.S. and European revolving lender a letter of credit participation fee, calculated at the rate equal to the margin applicable to Eurocurrency loans under the revolving credit facilities, on the outstanding amount of such lender’s pro rata percentage of U.S. or European letter of credit exposure, as the case may be. The relevant borrower is also required to pay any letter of credit issuing bank the fronting, issuing and drawing fees specified from time to time by such issuing bank.

Guarantees and Security

All obligations under the Senior Secured Credit Facilities are or will be guaranteed by RGHL and certain of its direct and indirect subsidiaries that guarantee the notes and the Existing Notes, including the borrowers under the Senior Secured Credit Facilities and the Issuers, subject to certain legal and tax limitations and other agreed exceptions.

All obligations under the Senior Secured Credit Facilities, and the guarantee of those obligations (as well as obligations under certain hedging agreements, certain local working capital facilities and certain cash management obligations), are secured by certain assets of RGHL, the borrowers and certain of the other guarantors under the Senior Secured Credit Facilities, subject to certain agreed limitations. Pursuant to the First Lien Intercreditor Agreement, the security interests over such assets are or will be of equal priority with the liens on the same collateral securing the notes and the Existing Senior Secured Notes and other future first lien obligations. The Senior Secured Credit Facilities may also have security over certain assets that do not secure the notes and the Existing Senior Secured Notes.

Covenants

The Senior Secured Credit Facilities contain financial, affirmative and negative covenants that we believe are usual and customary for a senior credit facility of this type. The negative covenants in the Senior Secured

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Credit Facilities include limitations (subject to agreed exceptions) on the ability of RGHL and its material subsidiaries to:

• incur additional indebtedness (including guarantees);

• incur liens;

• enter into sale and lease-back transactions;

• make investments, loans and advances;

• implement mergers, consolidations and sales of assets;

• make restricted payments or enter into restrictive agreements;

• enter into transactions with affiliates on non-arm’s length terms;

• change the business conducted by RGHL and its subsidiaries;

• prepay, or make redemptions and repurchases of specified indebtedness;

• amend certain material agreements governing specified indebtedness;

• make certain amendments to the organizational documents of RGHL and its material subsidiaries;

• change RGHL’s fiscal year; and

• conduct an active business (in the case of BP II).

In addition to other customary exceptions, RGHL and its subsidiaries are able to incur additional indebtedness, including the ability to incur (a) other senior secured notes or senior secured loans, if a senior secured first lien leverage ratio of 3.50 to 1.00 is met on a pro forma basis, (b) other senior secured or unsecured notes or senior secured or unsecured loans of up to $750 million (less the amount of any incremental loans under the Senior Secured Credit Facilities) so long as RGHL is in pro forma compliance with its financial covenant, (c) unsecured indebtedness so long as RGHL is in pro forma compliance with its financial covenant, (d) unsecured subordinated indebtedness so long as RGHL is in pro forma compliance with its financial covenant, (e) certain permitted refinancing indebtedness in respect of the foregoing, in each case subject to other customary requirements and (f) other senior secured notes, senior secured loans or senior unsecured notes where the net proceeds thereof are used to prepay the Term Loans. Indebtedness of the type described in clauses (a), (b) and (f) and certain permitted refinancing indebtedness thereof may be secured on a pari passu basis by the same collateral securing the Senior Secured Credit Facilities, the notes and the Existing Senior Secured Notes.

In addition, the Senior Secured Credit Facilities contain a maximum senior secured first lien leverage ratio.

Events of Default

The Senior Secured Credit Facilities contain certain customary events of default with certain cure periods, as applicable, including:

• non-payment of principal, interest or other amounts;

• breach of covenants under the Senior Secured Credit Facilities and other loan documents;

• material breach of the representations or warranties;

• cross-default to other material indebtedness;

• bankruptcy or insolvency;

• material judgments;

• certain ERISA and benefits events;

• actual or asserted invalidity of any material collateral or guarantee;

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• failure of material subordinated indebtedness to be validly subordinated;

• invalidity of the 2007 UK Intercreditor Agreement; and

• a change of control (as defined in the Senior Secured Credit Facilities).

Local Facilities

We have secured and unsecured local credit facilities at our subsidiaries in a number of jurisdictions. The secured local credit facilities are secured by the collateral under the Senior Secured Credit Facilities, the notes and the Existing Senior Secured Notes as well as certain other assets. Alternatively we may also backstop these facilities with letters of credit drawn under the revolving credit facilities included in the Senior Secured Credit Facilities. As of September 30, 2012, we had $8 million utilized under our secured local credit facilities in the form of short-term bank overdrafts, letters of credit and bank guarantees.

First Lien Intercreditor Agreement

The collateral agents under the Senior Secured Credit Facilities, or the “Collateral Agents,” the trustees for the holders of the Existing Senior Secured Notes, the administrative agent under the Senior Secured Credit Facilities, as representative for the secured parties under the Senior Secured Credit Facilities, RGHL and certain of its subsidiaries have entered into the First Lien Intercreditor Agreement, which sets forth the relative rights and obligations of the lenders under the Senior Secured Credit Facilities and certain local working capital facilities, certain hedging providers and cash management services providers and the holders of the Existing Senior Secured Notes with respect to Shared Collateral. In connection with the issuance of the old notes, the trustee for the holders of the notes executed a joinder to the First Lien Intercreditor Agreement. This summary of the First Lien Intercreditor Agreement uses the following defined terms:

• “Collateral” means all assets and properties subject to liens created pursuant to any security document to secure one or more series of Obligations.

• “Liens” means with respect to any assets or property, any mortgage, lien (statutory or others), pledge, charge, hypothecation, assignment, security interest or similar encumbrance.

• “Obligations” means (i) with respect to the notes and the Existing Senior Secured Notes, any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any such indebtedness; (ii) with respect to the Senior Secured Credit Facilities, the due and punctual payment of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the loans, when and as due, whether at maturity or by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by the borrowers, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, (c) all other monetary obligations of the borrowers to any of the secured parties under the Senior Secured Credit Facilities, and each of the other loan documents, including fees, costs, expenses and indemnities, (d) the due and punctual payment and performance of all obligations of the borrowers, RGHL and its subsidiaries that are guarantors under the loan documents, hedging agreements, local facility agreements and agreements providing for cash management services, and (e) obligations under additional agreements pursuant to which other first lien obligations are incurred; and (iii) certain additional obligations designated “Additional Obligations” pursuant to the terms of the First Lien Intercreditor Agreement.

• “Security Document” means each agreement, instrument or other document entered into in favor of the Collateral Agents, or the Collateral Agents and any of the other secured parties under the Senior Secured Credit Facilities, the indenture for the 2009 Notes and any additional agreements pursuant to which other first lien obligations are incurred, for purposes of securing any series of Obligations, including the indentures governing the notes and the Existing Senior Secured Notes.

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• “Shared Collateral” means, at any time, Collateral in which the holders of two or more series of Obligations (or their respective representatives) hold a valid security interest and any cash or other assets received in connection with the enforcement of any guarantee held by two or more series of Obligations (or their respective representatives).

The First Lien Intercreditor Agreement may be amended from time to time without the consent of the secured parties thereto to add other secured parties, including the Trustee, as representative of the holders of the notes, to whom we owe first lien obligations permitted to be incurred under the indentures governing the notes and the Existing Senior Secured Notes and the Senior Secured Credit Facilities and to the agreements governing “Additional Obligations,” if any.

Designation of the Applicable Representative

Under the First Lien Intercreditor Agreement, as described below, the “Applicable Representative” has the right to direct the Collateral Agents to initiate foreclosures, release liens in accordance with the Senior Secured Credit Facilities and the indentures for the notes and the Existing Senior Secured Notes and take other actions with respect to the Shared Collateral, and the representatives of other series of Obligations party to the First Lien Intercreditor Agreement have no right to direct the Collateral Agent to take actions with respect to the Shared Collateral.

Initially, the Applicable Representative is the administrative agent under the Senior Secured Credit Facilities. As long as such administrative agent is the Applicable Representative, the Trustee, as representative of the holders of the notes, will have no rights to direct the Collateral Agent to take any action under the First Lien Intercreditor Agreement.

The administrative agent under the Senior Secured Credit Facilities will remain the Applicable Representative until the earlier of:

(1)  the discharge of our Obligations under the Senior Secured Credit Facilities; and

(2)  the Cut-Off Date (as defined below), unless the Cut-Off Date has been stayed, deemed not to have occurred or rescinded pursuant to the definition thereof.

After such date, the Applicable Representative will be the representative of the series of Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Obligations whose representative is party to the First Lien Intercreditor Agreement, other than the Obligations under the Senior Secured Credit Facilities, with respect to the Shared Collateral. We refer to such representative as the “Non-Controlling Representative.”

The “Cut-Off Date” means, with respect to any Non-Controlling Representative, the date which is at least 90 days (throughout which 90 day period such person was the Non-Controlling Representative) after the occurrence of both (i) an Event of Default (under and as defined in the instrument under which such Non-Controlling Representative is appointed as the representative) and (ii) the Collateral Agent’s and each other relevant representative’s receipt of written notice from such Non-Controlling Representative certifying that (x) such an Event of Default has occurred and is continuing and (y) the Obligations of the series with respect to which such Non-Controlling Representative is the representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable instrument governing such Obligations; provided, however, that the Cut-Off Date shall be stayed and shall not occur and shall be deemed not to have occurred and be rescinded (1) at any time the administrative agent under the Senior Secured Credit Facilities or the Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to any Shared Collateral or (2) at any time any grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

Role of the Applicable Representative

Pursuant to the First Lien Intercreditor Agreement:

(i)  the Applicable Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Shared Collateral;

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(ii)  the Collateral Agent shall not follow any instructions with respect to the Shared Collateral from any representative of any Non-Controlling Secured Party (as defined below) or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative); and

(iii)  no representative of any Non-Controlling Secured Party or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, any Shared Collateral.

A “Non-Controlling Secured Party” means any secured party whose representative is not the Applicable Representative. So long as the administrative agent under the Senior Secured Credit Facilities is the Applicable Representative, the holders of the various series of the Existing Senior Secured Notes and the holders of the notes will be Non-Controlling Secured Parties. After the discharge of the obligations with respect to the Senior Secured Credit Facilities whether on enforcement or repayment (other than repayment with indebtedness incurred under an agreement designated as a “Credit Agreement” for the purposes of the First Lien Intercreditor Agreement), at which time the parties to the Senior Secured Credit Facilities will no longer have the right to direct the actions of any collateral agent with respect to the collateral pursuant to the First Lien Intercreditor Agreement, that right passes to the authorized representative of holders of the next largest outstanding principal amount of indebtedness secured by a first lien on the collateral. To the extent that the outstanding principal amount of any series of secured notes or loans that participate in the collateral sharing arrangements under the First Lien Intercreditor Agreement is greater than the outstanding principal amount of the notes, the trustee or agent under the indenture or agreement governing such notes or loans, as representative of the holders of such indebtedness, would be the Non-Controlling Representative and would become the Applicable Representative if the Cut-Off Date occurred on such date. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Holders of the notes will not control certain decisions regarding collateral.”

Notwithstanding the equal priority of the liens on any Shared Collateral, the Collateral Agent, acting on the instructions of the Applicable Representative, may deal with the Collateral as if the Applicable Representative had a senior lien on such Collateral. No representative of any Non-Controlling Secured Party may contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent or any exercise by the Collateral Agent of any rights and remedies relating to the Shared Collateral. Each representative of each series of Obligations party to the First Lien Intercreditor Agreement will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a lien held by or on behalf of any of the secured parties in all or any part of the Shared Collateral, or the provisions of the First Lien Intercreditor Agreement.

In addition, each representative of each series of Obligations party to the First Lien Intercreditor Agreement (i) will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent (acting on the instructions of the Applicable Representative), (ii) will not institute any suit or assert in any insolvency or litigation proceeding or other proceeding or any claim against the Collateral Agent or any other secured party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, (iii) will not seek, and waives any right to have, any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (iv) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the First Lien Intercreditor Agreement.

Distribution of Enforcement Proceeds

If an Event of Default (under and as defined in an instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is incurred) has occurred and is continuing and the Collateral Agent or any Secured Party is taking action to enforce rights in respect of any

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Shared Collateral, or any distribution is made in respect of any Shared Collateral in any insolvency or liquidation proceeding of any grantor of Collateral or otherwise, or the Collateral Agent or any secured party receives any payment pursuant to any intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation or disposition of any such Shared Collateral received by the Collateral Agent or any secured party and the proceeds of any such distribution, shall be applied as follows:

(A)  first, on a pari passu basis:

(i)  to the trustee for the 2007 Notes to pay certain amounts then due to such trustee under the 2007 UK Intercreditor Agreement; and

(ii)  in the following order:

(x)  initially, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of the First Lien Intercreditor Agreement and any instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is incurred; and

(y)  next, subject to certain limited exceptions, to the payment in full of the Obligations of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement on a ratable basis in accordance with the amounts of such Obligations and the terms of the applicable instrument pursuant to which such Obligations have been incurred;

(B)  second, to the extent such proceeds relate to Collateral over which the holders of the 2007 Notes have a valid and perfected security interest at such time or constitute cash or other assets received from a guarantor that has provided a guarantee for the benefit of the holders of the 2007 Notes or such proceeds were originally received pursuant to the terms of the 2007 UK Intercreditor Agreement, to the security trustee under the 2007 UK Intercreditor Agreement for distribution of such proceeds in accordance with the terms thereof; and

(C)  third, after the discharge of the Obligations identified in clauses (A) and (B), to the relevant grantor.

Turnover

If any representative of any series of Obligations party to the First Lien Intercreditor Agreement obtains possession of any Shared Collateral or realizes any proceeds or payment in respect of any such Shared Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement, then such representative shall hold such Shared Collateral, proceeds or payment in trust for the other parties to the First Lien Intercreditor Agreement and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions described in the immediately preceding paragraph.

Additional Liens

So long as the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement has not occurred, subject to certain limited exceptions, none of the grantors shall, or shall permit any of its subsidiaries to, without the consent of the Collateral Agent (acting upon the instructions of the Applicable Representative) grant or permit any additional liens on any asset to secure any additional series of Obligations whose representative becomes party to the First Lien Intercreditor Agreement unless it has granted, or concurrently therewith grants, a lien on such asset to secure the Obligations in favor of all other series.

Automatic Release of Liens

If, at any time, the Collateral Agent (acting on the instructions of the Applicable Representative) forecloses upon or otherwise exercises remedies against any Shared Collateral, and in connection therewith takes action to

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release any Liens over such Shared Collateral, then (whether or not any insolvency or liquidation proceeding is pending at the time) the liens in favor of the Collateral Agent for the benefit of the secured parties upon such Shared Collateral will automatically be released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied as described in “— Distribution of Enforcement Proceeds” above. If, at any time, the Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral, and in connection therewith substantially all the equity interests of any guarantor are sold or transferred, then (whether or not any insolvency or liquidation proceeding is pending at the time) the guarantee of such guarantor shall be released, discharged and terminated without any further action by any secured party required.

Exculpatory Provisions in Favor of Collateral Agent

The First Lien Intercreditor Agreement provides that the Collateral Agent shall not have any duties or obligations except those expressly set forth therein and in the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:

(i)  shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

(ii)  shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the First Lien Intercreditor Agreement or by the other Security Documents that the Collateral Agent is required to exercise as directed in writing by the Applicable Representative; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Security Document or applicable law;

(iii)  shall not, except as expressly set forth in the First Lien Intercreditor Agreement and in the other Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a grantor or any of its affiliates that is communicated to or obtained by the Collateral Agent or any of its affiliates in any capacity;

(iv)  shall not be liable for any action taken or not taken by it (1) with the consent or at the request of the Applicable Representative or (2) in the absence of its own gross negligence or willful misconduct or (3) in reliance on a certificate of an authorized officer of RGHL stating that such action is permitted by the terms of the First Lien Intercreditor Agreement;

(v)  shall be deemed not to have knowledge of any Event of Default under any series of Obligations unless and until notice describing such Event of Default is given to the Collateral Agent by the representative of such Obligations or a grantor;

(vi)  shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with the First Lien Intercreditor Agreement or any other Security Document, (2) the contents of any certificate, report or other document delivered under the First Lien Intercreditor Agreement or any other Security Document, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in the First Lien Intercreditor Agreement or any other Security Document, or the occurrence of any default, (4) the validity, enforceability, effectiveness or genuineness of the First Lien Intercreditor Agreement, any other Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any lien purported to be created by the Security Documents or (5) the value or the sufficiency of any Collateral for any series of Obligations, including the notes and the Existing Senior Secured Notes; and

(vii)  shall not be required to expend, advance or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the First Lien Intercreditor Agreement or in any of the Security Documents or in the exercise of any of its rights or powers under the First Lien Intercreditor Agreement or under any of the Security Documents unless it is indemnified to its satisfaction, and the Collateral Agent shall have no liability to any person for any loss occasioned by any delay in taking or failure to take any such action while it is awaiting an indemnity satisfactory to it.

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2007 Notes

Overview

On June 29, 2007, BP II completed a private offering of the 2007 Senior Notes and the 2007 Senior Subordinated Notes. The 2007 Notes were issued under separate indentures each dated as of June 29, 2007, by and among BP II, the initial guarantors party thereto, The Bank of New York, as trustee, and Credit Suisse, as security agent.

The proceeds of the offering of the 2007 Notes were lent to BP I under certain proceeds loans, which we refer to as the “2007 Proceeds Loans,” and were used to repay all outstanding amounts under the 2007 bridge facility and to prepay €130 million under SIG Combibloc’s senior credit facility, each of which was used to partially finance the SIG Acquisition.

Interest

Interest on the 2007 Senior Notes accrues at the rate of 8% per annum, payable semi-annually on June 15 and December 15 of each year. Interest on the 2007 Senior Subordinated Notes accrues at the rate of 9 ¹/₂% per annum, payable semi-annually on June 15 and December 15 of each year.

Maturity

The 2007 Senior Notes will mature on December 15, 2016 and the 2007 Senior Subordinated Notes will mature on June 15, 2017.

Optional Redemption

2007 Senior Notes.    BP II may redeem some or all of the 2007 Senior Notes prior to June 15, 2011 at a price equal to 100% of the principal amount thereof, plus a make-whole premium, plus accrued and unpaid interest, if any, to the redemption date. BP II may redeem some or all of the 2007 Senior Notes at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period commencing on June 15 of the years set forth below:

Period	Redemption Price
2011		104.000	%
2012		102.000	%
2013 and thereafter		100.000	%

2007 Senior Subordinated Notes.    BP II may redeem some or all of the 2007 Senior Subordinated Notes prior to June 15, 2012, at a price equal to 100% of the principal amount thereof, plus a make-whole premium, plus accrued and unpaid interest if any, to the redemption date. At any time on or after June 15, 2012, BP II may redeem some or all of the 2007 Senior Subordinated Notes at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period commencing on June 15 of the years set forth below:

Period	Redemption Price
2012		104.750	%
2013		103.167	%
2014		101.583	%
2015 and thereafter		100.000	%

Change of Control

Upon a change of control, as defined in the indentures governing the 2007 Notes, BP II will be required to offer to repurchase the 2007 Notes at a purchase price equal to 101% of the principal amount thereof, plus

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accrued and unpaid interest, if any, to the repurchase date, unless BP II has previously elected to redeem all of the 2007 Senior Notes or 2007 Senior Subordinated Notes (as relevant).

Ranking of 2007 Senior Notes

The 2007 Senior Notes are general obligations of BP II and:

• rank pari passu in right of payment with all existing and future indebtedness of BP II that is not subordinated to the 2007 Senior Notes;

• are senior in right of payment to any future subordinated indebtedness of BP II, including the 2007 Senior Subordinated Notes; and

• are secured by a second ranking pledge of the receivables under the 2007 Proceeds Loans and by a second ranking security over all of the issued capital stock of BP I.

The 2007 Senior Notes are guaranteed on a senior subordinated basis by RGHL, BP I and certain subsidiaries of BP I. Pursuant to the 2007 UK Intercreditor Agreement, those guarantees are subordinated in right of payment to the guarantees in respect of the Senior Secured Credit Facilities, the notes and the Existing Senior Secured Notes. BP II, the issuer of the 2007 Senior Notes, does not guarantee the Senior Secured Credit Facilities, the notes or the Existing Notes.

Ranking of 2007 Senior Subordinated Notes

The 2007 Senior Subordinated Notes are general obligations of BP II and:

• are subordinated in right of payment to all existing and future senior indebtedness of BP II, including the 2007 Senior Notes;

• rank pari passu in right of payment with all existing and future senior subordinated indebtedness of BP II;

• rank senior in right of payment to existing and future subordinated indebtedness of BP II; and

• are secured by a third ranking pledge of the receivables under the 2007 Proceeds Loans and by a third ranking security over all of the issued capital stock of BP I.

The 2007 Senior Subordinated Notes are guaranteed on a subordinated basis by RGHL, BP I and certain subsidiaries of BP I. Pursuant to the 2007 UK Intercreditor Agreement and the terms of the indenture governing the 2007 Senior Subordinated Notes, those guarantees are subordinated in right of payment to guarantees in respect of the Senior Secured Credit Facilities, the notes and the Existing Notes (but the Existing Senior Notes do not constitute “Designated Senior Indebtedness” for purposes of the indenture governing the 2007 Senior Subordinated Notes). BP II, the issuer of the 2007 Senior Subordinated Notes, does not guarantee the Senior Secured Credit Facilities, the notes or the Existing Notes.

Events of Default

The indentures governing the 2007 Notes contain certain customary events of default, including:

• non-payment of principal or premium, if any, on the applicable 2007 Notes;

• non-payment of interest on the applicable 2007 Notes for a continuous period of 30 days;

• failure by the Issuers, BP I or any Restricted Subsidiary to comply with the merger covenant;

• breach of any agreement contained in the applicable 2007 Notes or the indentures related thereto (other than failure to purchase notes) by BP I, BP II or any Restricted Subsidiary which is not cured within 60 days of notice;

• cross-defaults or acceleration of other indebtedness of BP I, an issuer or any Significant Subsidiary in excess of €20 million or its foreign currency equivalent;

• certain bankruptcy or insolvency events with respect to BP I, BP II or a Significant Subsidiary;

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• subject to certain exceptions, failure of BP I, BP II or Significant Subsidiaries to pay final judgments in excess of €20 million or its foreign currency equivalent; and

• invalidity of any security interest or material guarantee.

The summary of the Events of Default for the 2007 Notes uses the following terms:

• “Restricted Subsidiary” means, with respect to any person, any subsidiary of such person other than an Unrestricted Subsidiary of such person. Unless otherwise indicated in the indentures for the 2007 Notes, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of each of BP II and BP I.

• “Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions: (1) BP II’s, BP I’s and the Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the total assets of BP II, BP I and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year; (2) BP II’s, BP I’s and the Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10% of the total assets of BP II, BP I and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year; or (3) BP II’s, BP I’s and the Restricted Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of BP II, BP I and the Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

• “Unrestricted Subsidiary” means

(1)  any subsidiary of BP II or BP I that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such person in the manner provided below; and

(2)  any subsidiary of an Unrestricted Subsidiary.

The board of directors of RGHL may designate any subsidiary of BP II or BP I (including any newly acquired or newly formed subsidiary of BP II or BP I) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any equity interests or indebtedness of, or owns or holds any lien on any property of, BP II or BP I or any other subsidiary of BP II or BP I that is not a subsidiary of the subsidiary to be so designated; provided, however, that the subsidiary to be so designated and its subsidiaries do not at the time of designation have and do not thereafter incur any indebtedness pursuant to which the lender has recourse to any of the assets of BP II, BP I or any of the Restricted Subsidiaries; provided, further, however, that either:

(a)  the subsidiary to be so designated has total consolidated assets of €1,000 or less; or

(b)  if such subsidiary has consolidated assets greater than €1,000, then such designation would be permitted under Section 4.04.

The board of directors of BP II may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (x) (1) BP II or BP I could incur €1.00 of additional indebtedness pursuant to the limitation on incurrence of indebtedness in the indentures governing the 2007 Notes or (2) the fixed charge coverage ratio for BP II, BP I and its Restricted Subsidiaries would be greater than such ratio for BP II, BP I and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (y) no event of default shall have occurred and be continuing.

Any such designation by the board of directors of BP II shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of BP II giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

Security for the 2007 Notes

The assets that secure the 2007 Notes also secure the notes, the Existing Senior Secured Notes and the Senior Secured Credit Facilities. Pursuant to the 2007 UK Intercreditor Agreement and the terms of such security

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documents, the assets that secure the 2007 Notes will first secure the obligations owed under the Senior Secured Credit Facilities, the notes and the Existing Senior Secured Notes on a pari passu basis and then the 2007 Notes.

Purchase Right

Pursuant to the 2007 UK Intercreditor Agreement, under certain circumstances the holders of the 2007 Notes have the right to purchase all (but not part only) of the obligations owing to the holders of the notes, the holders of the Existing Senior Secured Notes and creditors of the Senior Secured Credit Facilities by payment of the full amount in cash of the liabilities outstanding and an additional compensatory amount to be certified by the holders of the notes, the holders of the Existing Senior Secured Notes and creditors of the Senior Secured Credit Facilities.

2007 UK Intercreditor Agreement

General

The 2007 UK Intercreditor Agreement was amended as part of the RGHL Transaction to establish the relative rights between certain creditors of the group including lenders under the Senior Secured Credit Facilities, each trustee for the notes, the Existing Senior Secured Notes and the 2007 Notes, RGHL, BP II, BP I and any guarantors of the Existing Senior Secured Notes, the Senior Secured Credit Facilities or the 2007 Notes. This summary of the 2007 UK Intercreditor Agreement uses the following defined terms:

• “collateral agent” refers to the “Collateral Agent” from time to time under the First Lien Intercreditor Agreement;

• “junior creditors” refers to the holders of the 2007 Notes, the trustees for such notes and BP II and RGHL with respect to loans made to a group member;

• “junior liabilities” refers to a group member’s liabilities under the indentures governing the 2007 Notes or the obligation of a group member with respect to a loan from BP II (including the 2007 Proceeds Loans);

• “senior agent” refers to the “Applicable Representative” from time to time under the First Lien Intercreditor Agreement;

• “senior creditors” refers to the “Secured Parties” from time to time under the First Lien Intercreditor Agreement; and

• “senior liabilities” refers to the “Obligations” as defined in the First Lien Intercreditor Agreement.

The 2007 UK Intercreditor Agreement restricts, among other things:

• the ability of BP II, BP I or its subsidiaries to grant security or give guarantees in favor of a group member’s liabilities under the indentures governing the 2007 Notes or BP I’s obligations under the 2007 Proceeds Loans;

• the ability of the holders of the 2007 Notes, the trustees for the 2007 Notes and BP II (in respect of the 2007 Proceeds Loans) to enforce the guarantees and (in the case of BP II) the 2007 Proceeds Loans; and

• the ability of BP I and any of its subsidiaries to pay, prepay, redeem, purchase or acquire the junior liabilities, or otherwise to provide financial support in relation to such liabilities, for so long as any obligations under the senior liabilities are outstanding.

In addition, the 2007 UK Intercreditor Agreement requires that the guarantees and security in favor of the 2007 Notes be released in certain circumstances.

Limitation on Credit Support

Pursuant to the 2007 UK Intercreditor Agreement, BP II and BP I and its subsidiaries are prohibited from granting any security in favor of the junior liabilities except for the security permitted by the 2007 UK Intercreditor Agreement. The security permitted by the 2007 UK Intercreditor Agreement for the 2007 Notes is limited to the pledges of the capital stock of BP I and the assignment of the receivables under the 2007 Proceeds Loans.

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In addition, the 2007 UK Intercreditor Agreement requires (except with consent from the senior agent) that guarantees in support of the 2007 Notes are given only by entities that are borrowers, issuers or guarantors of the senior liabilities and are subordinated to their obligations with respect to the senior liabilities.

BP I and its subsidiaries are also prohibited from (except with consent from the senior agent) guaranteeing any loan made by RGHL or BP II to BP I or any of its subsidiaries.

Limitation on Enforcement

Under the 2007 UK Intercreditor Agreement, the junior creditors in respect of the 2007 Notes may not take any enforcement action against a guarantor (other than RGHL) unless and until:

• an event of default on the applicable 2007 Notes has occurred, such event of default is continuing and the standstill period (as defined below) has expired;

• the senior creditors have (i) accelerated the amounts owed by a borrower or issuers in respect of the senior liabilities or (ii) demanded payment under any guarantee granted by BP I or any of its subsidiaries or (iii) taken any action to enforce any security interest or lien granted by BP I or any of its subsidiaries with a view to realization of such security interest or lien (which shall not include any action to perfect such security interest or lien);

• a court or other relevant body has made an order for the liquidation, moratorium of payments, bankruptcy, insolvent reorganization, insolvency, examination, administration, receivership (or other similar event) of a guarantor of the applicable 2007 Notes (or all or substantially all of its property) or the shareholders or board of directors of a guarantor of such 2007 Notes have passed a resolution (other than at the request or direction of a trustee or holders of such 2007 Notes) for the liquidation, dissolution or winding-up of such guarantor that results in the appointment of a liquidator, administrator, examiner, receiver, trustee in bankruptcy or other similar official in relation to such guarantor;

• there is a failure to repay the 2007 Senior Notes or 2007 Senior Subordinated Notes, as applicable, on the relevant maturity date; or

• the senior agent (acting on the instructions of the requisite number of relevant senior creditors) consents, prior to the taking of the relevant enforcement action.

Enforcement action may be taken under the 2007 Proceeds Loans by a junior creditor, and the liabilities thereunder shall be payable, to the extent that enforcement action is permitted to be taken against BP I and the liabilities under its guarantee are payable to a junior creditor.

Under the 2007 UK Intercreditor Agreement:

The “standstill period” is defined to mean, with respect to each guarantee of the 2007 Notes, the period commencing on the occurrence of an event of default in respect of the 2007 Notes and ending on the first to occur of:

• the date falling 179 days after the date on which the 2007 Notes trustee gives notice to the senior agent in respect of that event of default; and

• the expiration of any other standstill period outstanding at the date the standstill period commenced.

“Enforcement action” is defined to mean, with respect to any indebtedness of BP I and its subsidiaries, any action (whether taken by the relevant creditor or creditors or an agent or trustee on its or their behalf) to (a) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of all or any part of such indebtedness or the premature termination or close out of certain hedging obligations; or (b) recover all or any part of such indebtedness; or (c) exercise or enforce any rights under or pursuant to any guarantee, indemnity or other similar assurance against loss given by BP I or its subsidiaries in respect of such indebtedness; or (d) exercise or enforce any rights under any security interest over assets of BP I or its subsidiaries whatsoever which secures such indebtedness; or (e) commence legal proceedings against any of BP I or its subsidiaries to recover any moneys; or (f) commence, or take any other steps which could reasonably be expected to lead to the

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commencement of, any insolvency proceedings in relation to BP I or its subsidiaries, provided that, the following shall not constitute enforcement action:

• the taking of any action (not falling within any of (a) to (f) inclusive above) necessary to preserve the validity and existence of claims, including the registration of such claims before any court or governmental authority;

• to the extent entitled by law, the taking of action against any creditor (or any agent, trustee or receiver acting on behalf of such creditor) to challenge the basis on which any sale or disposal is to take place pursuant to powers granted to such persons under any security documentation;

• bringing legal proceedings against any person (1) in connection with any securities violation or common law fraud or (2) to restrain any actual or putative breach of the finance documents (as defined in the 2007 UK Intercreditor Agreement) or for specific performance with no claim for damages; or

• allegations of material misstatements or omissions made in connection with the offering materials relating to the 2007 Notes or in reports furnished to creditors under the 2007 Notes or any exchange on which the 2007 Notes are listed pursuant to information and reporting requirements under the indentures governing the 2007 Notes.

“Insolvency proceedings” is defined to mean any proceedings or steps for (a) the insolvency, liquidation, dissolution, winding-up, administration, examination, receivership, moratorium of payments, compulsory merger or judicial reorganization of any company or judicial liquidation or any court order for any of the foregoing; or (b) the appointment of a trustee in bankruptcy, or insolvency conciliator, ad hoc official, an administrator, an examiner, a receiver, a liquidator or other similar officer of any company; or (c) any other similar process or appointment.

Limitations on Paying the Guarantees of the 2007 Notes and the 2007 Proceeds Loans

Subject to any payments under the guarantees of the 2007 Notes that are permitted in the circumstances described above, the guarantors of the 2007 Notes may not make any payment in respect of the 2007 Notes pursuant to the guarantees (other than in respect of certain amounts owing to the trustees of the 2007 Notes) unless:

• on the date falling two days prior to the date of payment there is no outstanding payment default under the terms of any of the indentures governing the notes, the Existing Senior Secured Notes or the Senior Secured Credit Facilities and no outstanding payment blockage notice (as defined below); and

• such payment is applied in making certain permitted payments in respect of the 2007 Notes, including in respect of interest, default interest, additional amounts under tax gross-up and currency indemnity provisions, certain amounts payable to the trustees and the principal amount of the 2007 Notes on the maturity date.

Similar restrictions apply to the making of payments to BP II under the 2007 Proceeds Loans or by BP I or its subsidiaries with respect to a loan from either BP II or RGHL.

If an event of default (other than a payment event of default) or similar event occurs under the senior liabilities, the senior agent may, within 45 days of the occurrence of any such event of default, serve a written notice (a “payment blockage notice”) on the trustees for the 2007 Notes and BP I. A payment blockage notice shall be outstanding from the date of service of the same to the earlier to occur of:

• the date on which the event of default in respect of which such payment blockage notice is served is cured or waived;

• the date on which the senior agent notifies the trustees for the 2007 Notes and BP I that the payment blockage notice is cancelled;

• the date that the obligations under the relevant senior liabilities are discharged in full;

• the date that is 179 days after the service of such payment blockage notice;

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• the expiration of any standstill period in existence at the date of service of the payment blockage notice; and

• the date on which a trustee on behalf of the holders of 2007 Notes takes any enforcement action permitted pursuant to the 2007 UK Intercreditor Agreement.

Only one payment blockage notice may be served in any consecutive 360-day period, only one payment blockage notice may be served in respect of any one event of default and no payment blockage notice may be issued in respect of an event of default which is outstanding as at the time at which an earlier payment blockage notice was issued.

Subordination on Insolvency

After the occurrence of one or more of certain insolvency related events in relation to any of RGHL, BP I and its subsidiaries, including RGHL, BP I and its subsidiaries becoming subject to insolvency proceedings, the junior liabilities and certain other intercompany liabilities of such person will be subordinated to the senior liabilities owed by such person, and any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities (other than any debt securities that are subordinated to the senior liabilities to at least the same extent as the junior liabilities) or other property which is payable or deliverable upon, or with respect to, the junior liabilities owed by such person or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of such person or its estate, or “rights,” made to, or paid to, or received by the junior creditors, RGHL or BP II, or to which the junior creditors, RGHL or BP II are entitled shall (subject to certain amounts to be paid to the trustees for the 2007 Notes) be held in trust by the junior creditors, RGHL and BP II for the senior creditors and shall forthwith be paid or, as the case may be, transferred or assigned (net of the expenses of so doing) to the collateral agent to be applied against first, the senior liabilities (after taking into account any concurrent payment or distribution being made to the senior creditors) and, in the case of rights in respect of certain subordinated loans from RGHL to BP I and the 2007 Proceeds Loans, secondly, the junior liabilities.

The junior creditors are required to do all things that the senior agent reasonably deems necessary or advisable for the enforcement of the 2007 UK Intercreditor Agreement.

Turnover

If any junior creditor receives any payment in relation to any of the junior liabilities which is not permitted by the 2007 UK Intercreditor Agreement, the junior creditor must hold that amount on trust for the collateral agent and promptly pay that amount to the collateral agent (or, in certain circumstances, pay an amount equal to that receipt or recovery to the collateral agent); provided that each trustee for the 2007 Notes shall only be required to turn over any amount if (i) it has actual knowledge that such receipt or recovery is received in breach of the 2007 UK Intercreditor Agreement and (ii) it has not distributed to holders of the applicable 2007 Notes, in accordance with the relevant indenture, any amounts so received or recovered.

Release of Guarantees

In the event that:

• there is a sale or other disposal (whether on a voluntary basis (provided the finance documents relating to the senior liabilities and the junior liabilities have been complied with) or pursuant to enforcement action commenced by the senior creditors) of all of the issued share capital of a guarantor of the 2007 Notes (other than BP I) or any direct or indirect holding company of any such guarantor (other than BP I);

• the collateral agent, the security agent in respect of the junior liabilities or BP I has notified the senior agent and the trustees for the 2007 Notes of such proposed sale or other disposal;

• such guarantor and each of its direct and indirect subsidiaries is simultaneously and unconditionally released from its obligations in relation to the senior liabilities;

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• if and only if the sale or other disposal is pursuant to enforcement action commenced by the senior creditors, either the sale or other disposal is made pursuant to a public auction or an internationally recognized investment bank selected by the security trustee has delivered to the senior agent and the trustees for the 2007 Notes an opinion that the price of the sale or other disposal of the relevant share capital is fair from a financial point of view after taking into account all relevant circumstances; and

• if and only if the sale or other disposal is pursuant to enforcement action commenced by the senior creditors, all or substantially all of the consideration for such sale or other disposal is cash,

the guarantee executed by such guarantor shall be automatically released and such guarantor shall be simultaneously released from all its other obligations and liabilities under its guarantee and the other provisions of the applicable documents relating to junior liabilities.

Subordination of Intercompany Liabilities

Pursuant to the 2007 UK Intercreditor Agreement, RGHL and BP II have subordinated certain intercompany liabilities of BP I and its subsidiaries owed to RGHL or BP II to the senior liabilities.

Purchase Right

Pursuant to the 2007 UK Intercreditor Agreement, the holders of the 2007 Notes have a right to purchase or procure the purchase of all (but not part only) of the rights and obligations of the senior creditors in respect of the senior liabilities. This purchase right can only be exercised after senior liabilities have become immediately due and payable, notice of acceleration has been given and the senior creditors have instigated any formal steps to enforce their guarantees or security. The purchase of the senior liabilities must be of the full amount of the senior liabilities as of the date that amount is to be paid.

Pactiv Notes and Debentures

At September 30, 2012, Pactiv had outstanding:

• $300 million in principal amount of 8.125% Debentures due 2017;

• $16 million in principal amount of the Pactiv 2018 Notes;

• $276 million in principal amount of 7.950% Debentures due 2025; and

• $200 million in principal amount of 8.375% Senior Notes due 2027.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting Pactiv’s ability, and the ability of certain subsidiaries of Pactiv, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on principal manufacturing properties which include certain principal manufacturing plants or testing or research and development facilities or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing plant or testing or research and development facility and (ii) sell and then take an immediate lease back of such principal manufacturing plant or testing or research and development facility.

The Pactiv Notes are subject to acceleration, at the option of the holders thereof, if an event of default occurs and is continuing under the applicable indentures. In addition, there are no scheduled principal payments required on any of these notes or debentures until their final maturities.

The 8.125% Debentures due 2017, the Pactiv 2018 Notes and the 8.375% Senior Notes due 2027 may be redeemed at any time at Pactiv’s option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of redemption.

Existing Notes

In addition to the notes, as of September 30, 2012, the Issuers had outstanding:

• $348 million in principal amount of 7.750% Senior Secured Notes due 2016;

• €450 million in principal amount of 7.750% Senior Secured Notes due 2016;

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• $1,000 million in principal amount of 8.500% Senior Notes due 2018;

• $1,500 million in principal amount of 7.125% Senior Secured Notes due 2019;

• $1,500 million in principal amount of 9.000% Senior Notes due 2019;

• $1,500 million in principal amount of 7.875% Senior Secured Notes due 2019;

• $2,241 million in principal amount of 9.875% Senior Notes due 2019 ($1,000 million originally issued on August 9, 2011 and $1,241 million originally issued on February 15, 2012);

• $9 million in principal amount of 9.875% Senior Notes due 2019 (originally issued on February 15, 2012);

• $1,000 million in principal amount of 6.875% Senior Secured Notes due 2021; and

• $1,000 million in principal amount of 8.250% Senior Notes due 2021.

On October 29, 2012, the remaining $348 million in principal amount of 7.750% Senior Secured Notes due 2016 was redeemed. On December 13, 2012, the €450 million in principal amount of 7.750% Senior Secured Notes due 2016 was redeemed.

Change of Control

Upon a change of control, as defined in the indentures governing the Existing Notes, the Issuers will be required to offer to repurchase the respective series of Existing Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date, unless the Issuers have previously elected to redeem all of the Existing Notes.

Ranking of the Notes

Existing Senior Secured Notes

The Existing Senior Secured Notes are senior secured obligations of the Issuers and:

• are effectively senior to all of the unsecured indebtedness of the Issuers to the extent of the value of the collateral securing each series of Existing Senior Secured Notes;

• rank pari passu in right of payment with all existing and future senior indebtedness of the Issuers;

• are effectively subordinated to the other first lien obligations of the Issuers (including amounts outstanding under the Senior Secured Credit Facilities) to the extent such first lien obligations are secured by property that does not also secure the respective series of Existing Senior Secured Notes to the extent of the value of all such property;

• are senior in right of payment to any subordinated indebtedness of the Issuers, including the Issuers’ guarantees of the 2007 Notes; and

• are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of RGHL (including BP II) that is not a guarantor.

The guarantees of the Existing Senior Secured Notes are senior obligations of each guarantor, including RGHL, and:

• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;

• are effectively subordinated to the other first lien obligations of such guarantor (including indebtedness of such guarantor outstanding under, or with respect to its guarantee of, the Senior Secured Credit Facilities) to the extent such first lien obligations are secured by property that does not also secure the Existing Senior Secured Notes to the extent of the value of all such property; and

• are senior in right of payment to any subordinated indebtedness of such guarantor, including such guarantor’s guarantee of the 2007 Notes.

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Existing Senior Notes

The Existing Senior Notes are senior obligations of the Issuers and:

• are effectively subordinated to any secured indebtedness of the Issuers to the extent of the value of the collateral securing such indebtedness;

• rank pari passu in right of payment with all existing and future senior indebtedness of the Issuers;

• are senior in right of payment to any subordinated indebtedness of the Issuers, including the Issuers’ guarantees of the 2007 Senior Subordinated Notes; and

• are effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of RGHL (including BP II) that is not a guarantor.

The guarantees of the Existing Senior Notes are senior obligations of each guarantor, including RGHL, and:

• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor;

• are effectively subordinated to any secured indebtedness of such guarantor to the extent of the value of the collateral securing such indebtedness; and

• are senior in right of payment to any subordinated indebtedness of such guarantor, including such guarantor’s guarantee of the 2007 Senior Subordinated Notes.

Covenants

The indentures governing the other Existing Notes (other than the indenture governing the February 2012 Senior Notes) contain covenants that, among other things, limit the ability of BP I, BP II and their restricted subsidiaries to:

• incur additional indebtedness and issue disqualified or preferred stock;

• make restricted payments, including dividends or other distributions;

• in the case of BP I and BP II and their respective restricted subsidiaries, enter into arrangements that limit any restricted subsidiary’s ability to pay dividends or certain other payments to BP I, BP II, or any other restricted subsidiary;

• sell assets;

• engage in transactions with affiliates;

• create certain liens;

• consolidate, merge or transfer all or substantially all of their assets; and

• impair the security interests granted for the benefit of the trustee and holders of the Existing Senior Secured Notes.

These covenants are subject to a number of important limitations and exceptions.

Events of Default

The indentures governing the Existing Notes contains certain customary events of default, including:

• non-payment of interest on the applicable series of Existing Notes for a continuous period of 30 days;

• non-payment of principal or premium, if any, on the applicable series of Existing Notes;

• breach of any agreement in the applicable series of Existing Notes or the indentures governing the applicable series of Existing Notes (other than failure to purchase such notes) by BP I, BP II or any Restricted Subsidiary (as defined in the respective indentures) which is not cured within 60 days of notice;

• cross-defaults or acceleration of other indebtedness of BP I, BP II, an Issuer or any Significant Subsidiary (as defined in the respective indentures) in excess of $30 million or its foreign currency equivalent;

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• certain bankruptcy or insolvency events;

• certain material judgments against BP I, BP II, an Issuer or a Significant Subsidiary; and

• invalidity of any guarantee, and with respect to the Existing Senior Secured Notes, any security interest, of RGHL, BP I or a Significant Subsidiary.

Security for the Existing Senior Secured Notes

Subject to the terms of the security documents, the Existing Senior Secured Notes and the guarantees thereof are supported by a security interest granted on a first priority basis (subject to certain permitted liens) in certain assets of RGHL, BP I and certain of BP I’s subsidiaries. The security interests for each series of Existing Senior Secured Notes are of equal priority with the liens on such assets securing the Senior Secured Credit Facilities, and the other series of Existing Senior Secured Notes.

Securitization Facility

On November 7, 2012, certain members of the RGHL Group entered into a receivables loan and security agreement pursuant to which the RGHL Group can borrow up to $600 million. The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the RGHL Group. As of the date of this prospectus, $500 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate equal to (i) in the case of advances funded by a conduit lender, the cost of funds of such conduit plus a margin or (ii) in other cases, either (x) the rate for deposits in dollars in the London interbank market for the applicable interest period, plus a margin, or (y) in certain circumstances (including when the rate mentioned above cannot be determined) the base rate, which is the highest of (A) the corporate base rate established by the Administrative Agent from time to time and (B) the overnight federal funds rate plus 0.50%, plus, in each case, a margin. The Securitization Facility is secured by all of the assets (including the eligible trade receivables and cash) of Beverage Packaging Factoring (Luxembourg) S.à r.l., an indirect subsidiary of RGHL. The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the RGHL Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources were used to redeem the €450 million aggregate principal amount outstanding of Euro 2009 Notes and to pay fees and expenses related to the transaction. The Euro 2009 Notes were redeemed on December 13, 2012, at €1,038.75 per €1,000 of face value plus accrued and unpaid interest.

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DESCRIPTION OF THE SENIOR SECURED NOTES

General

On September 28, 2012, Reynolds Group Issuer (Luxembourg) S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Luxembourg Issuer” ), Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”) and Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II” and, together with the US Issuer I, the “US Issuers” and the US Issuers, together with the Luxembourg Issuer, the “Issuers”), issued $3,250,000,000 aggregate principal amount of Senior Secured Notes (the “Senior Secured Notes”) pursuant to a Senior Secured Notes Indenture (the “Senior Secured Notes Indenture”), among themselves, certain Senior Secured Note Guarantors, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Collateral Agent, The Bank of New York Mellon, London Branch, as Paying Agent and Wilmington Trust (London) Limited, as Additional Collateral Agent.

The terms of the new Senior Secured Notes are substantially identical to the terms of the old Senior Secured Notes, except that the new Senior Secured Notes are registered under the Securities Act and therefore will not contain restrictions on transfer or provisions relating to additional interest, bear a different CUSIP or ISIN number from the old Senior Secured Notes and will not entitle their holders to registration rights. The new Senior Secured Notes will otherwise be treated as the old Senior Secured Notes for purposes of the Senior Secured Notes Indenture.

The Senior Secured Notes Indenture contains provisions that define your rights and govern the obligations of the Issuers under the Senior Secured Notes. Copies of the Senior Secured Notes Indenture and the Senior Secured Notes are filed as exhibits to the registration statement of which this prospectus forms a part and will be made available to holders of the Senior Secured Notes upon request. See “Where You Can Find More Information.” Terms used in this “Description of the Senior Secured Notes” section and not otherwise defined have the meanings set forth in the section “— Certain Definitions.” As used in this “Description of the Senior Secured Notes,” (1) “we,” “us” and “our” mean Beverage Packaging Holdings (Luxembourg) I S.A. (including any successor in interest thereto, “BP I”) and its Subsidiaries (including the Issuers); and (2) “RGHL” refers only to Reynolds Group Holdings Limited (including any successor in interest thereto). For all purposes of the Senior Secured Notes Indenture and this “Description of the Senior Secured Notes,” references to an entity shall be to it and to any successor in interest thereto. Any reference to “Senior Secured Notes in this “Description of the Senior Secured Notes refers to the new Senior Secured Notes and any old Senior Secured Notes that are not exchanged in the exchange offer.

The Issuers’ Existing Secured Debt, and the Senior Secured Notes are, classified as “First Lien Obligations” under the Issuers’ Senior Secured Indentures, “First Priority Lien Obligations” under the 2007 Senior Note Indenture and the 2007 Senior Subordinated Note Indenture and “Secured Indebtedness” under the Issuers’ Senior Indentures. For a description of the Senior Secured Credit Facilities and certain of our other indebtedness, see “Description of Certain Other Indebtedness and Intercreditor Agreements. In addition, the Senior Secured Notes Indenture permits us to incur other Indebtedness that constitutes First Lien Obligations, which may have security interests in the Collateral that may be prior to, or pari passu with, the security interests securing the Senior Secured Notes and Senior Secured Note Guarantees and are classified as “First Priority Lien Obligations” under the 2007 Senior Note Indenture and 2007 Senior Subordinated Note Indenture and “First Lien Obligations” under the Issuers’ Senior Secured Indentures. Any such security interests in the Collateral may give the holders thereof rights with respect to the Collateral, including enforcement of the Liens with respect thereto, that may diminish the value of the security interests in the Collateral in favor of the Senior Secured Notes.

Brief Description of the Senior Secured Notes and the Senior Secured Note Guarantees

The Senior Secured Notes are general senior secured obligations of the Issuers and:

• are the joint and several obligations of the Issuers;

• are effectively senior to all of our unsecured Indebtedness to the extent of the value of the Collateral securing the Senior Secured Notes;

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• will rank pari passu in right of payment with all existing and future Senior Indebtedness of the Issuers, including the Issuers’ Existing Debt;

• are secured on a first-priority lien basis by the Collateral subject to a shared lien of equal priority with the Issuers’ Existing Secured Debt and certain future First Lien Obligations and certain prior ranking liens permitted under the Senior Secured Notes Indenture (see “— Certain Covenants — Liens” and “—  Certain Definitions — Permitted Liens”);

• are effectively subordinated to certain First Lien Obligations to the extent such First Lien Obligations are secured by property that does not also secure the Senior Secured Notes to the extent of the value of all such property;

• are senior in right of payment to any existing and future Subordinated Indebtedness of the Issuers, including the Issuers’ guarantees of the 2007 Senior Notes and the 2007 Senior Subordinated Notes;

• are unconditionally guaranteed on a senior basis by the Senior Secured Note Guarantors and certain of such guarantees will have the benefit of the security interests described below;

• are not guaranteed by BP II, a finance Subsidiary of RGHL, and will therefore be effectively subordinated to all claims that holders of 2007 Senior Notes and 2007 Senior Subordinated Notes may have against the assets of BP II (other than the proceeds loans made by BP II to BP I which is included in the Collateral); and

• are subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the Subsidiaries of RGHL (including BP II) that is not a Senior Secured Note Guarantor.

The Senior Secured Note Guarantees are general senior obligations of each Senior Secured Note Guarantor and:

• are rank pari passu in right of payment with all existing and future Senior Indebtedness of such Senior Secured Note Guarantor;

• are secured on a first priority lien basis by the Collateral owned by such Senior Secured Note Guarantor (if any), in each case, subject to a shared lien of equal priority with the Issuers’ Existing Secured Debt and certain future First Lien Obligations and certain prior ranking liens permitted under the Senior Secured Notes Indenture (see “— Certain Covenants — Liens” and “— Certain Definitions —  Permitted Liens”);

• are effectively subordinated to certain First Lien Obligations of such Senior Secured Note Guarantor to the extent such First Lien Obligations are secured by property that does not also secure the Senior Secured Notes to the extent of the value of all such property; and

• are senior in right of payment to any Subordinated Indebtedness of such Senior Secured Note Guarantor, including such Senior Secured Note Guarantor’s guarantee of the 2007 Senior Notes and the 2007 Senior Subordinated Notes.

All security for the Senior Secured Notes and the Senior Secured Note Guarantees is granted and implemented consistent with the Agreed Security Principles. The Agreed Security Principles are designed to give us flexibility not to pledge certain of our assets even if we would otherwise be required to do so if, among other things, in our judgment, the cost of doing so is excessive in relation to the benefit accruing to the Holders. The Agreed Security Principles may limit the amount of stock, assets and other property we pledge as Collateral from time to time and may result in different classes or series of First Lien Obligations having different security interests in our stock, assets and other property.

Principal, Maturity and Interest

The Issuers issued an aggregate principal amount of $3,250,000,000 of Senior Secured Notes in this offering. The Issuers may issue additional Senior Secured Notes, from time to time after this offering (“Additional Senior Secured Notes”). Any offering of Additional Senior Secured Notes will be subject to the

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covenants described below under the caption “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Liens.” The Senior Secured Notes and any Additional Senior Secured Notes subsequently issued under the Senior Secured Notes Indenture will be treated as a single class for all purposes under the Senior Secured Notes Indenture, including waivers, amendments, redemptions and offers to purchase. Holders of Additional Senior Secured Notes actually issued will share equally and ratably in the Collateral with the holders of the Senior Secured Notes. Unless the context otherwise requires, for all purposes of the Senior Secured Notes Indenture and this “Description of the Senior Secured Notes,” references to the Senior Secured Notes include any Additional Senior Secured Notes actually issued.

The Senior Secured Notes will mature on October 15, 2020. Each Senior Secured Note bears interest at 5.750% per annum, payable semi-annually in arrears to holders of record at the close of business on April 1 or October 1 immediately preceding the interest payment date on April 15 and October 15 of each year, commencing April 15, 2013. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The Senior Secured Notes are issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

No service charge will be made for any registration of transfer or exchange of Senior Secured Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Principal of, premium, if any, and interest on the Senior Secured Notes will be payable, and the Senior Secured Notes may be exchanged or transferred, at the office or agency designated by the Issuers (which initially shall be the principal corporate trust office of the Paying Agent).

Paying Agent and Registrar for the Senior Secured Notes

The Issuers maintain a paying agent for the Senior Secured Notes in New York, NY. The Issuers have undertaken under the Senior Secured Notes Indenture that they will ensure, to the extent practicable and permitted by law, that they maintain a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) and currently intend to maintain a paying agent in London, England. The initial Paying Agent is The Bank of New York Mellon, in New York (the “Paying Agent”).

The Issuers also maintain one or more registrars (each, a “Registrar”) and a transfer agent in New York, NY. The initial Registrar is The Bank of New York Mellon. The initial transfer agent is The Bank of New York Mellon, in New York. The Registrar maintains a register outside the United Kingdom reflecting ownership of Definitive Registered Senior Secured Notes outstanding from time to time and the transfer agent in New York facilitates transfers of Definitive Registered Senior Secured Notes on behalf of the Issuers. The transfer agent performs the functions of a transfer agent.

The Issuers may change any Paying Agent, Registrar or transfer agent for the Senior Secured Notes without prior notice to the noteholders. BP I or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Senior Secured Notes) or Registrar subject to the requirement to maintain a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

Upon written request from the Luxembourg Issuer, the Registrar shall provide the Luxembourg Issuer with a copy of the register to enable it to maintain a register of the Senior Secured Notes at its registered office.

Optional Redemption

In addition to the optional redemption for taxation reasons as described below, on or after October 15, 2015, the Issuers may redeem the Senior Secured Notes at their option, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record

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date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 15 of the years set forth below. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Period	Redemption Price
October 15, 2015		104.313	%
October 15, 2016		102.875	%
October 15, 2017		101.438	%
October 15, 2018 and thereafter		100.000	%

In addition, at any time and from time to time prior to October 15, 2015, the Issuers may redeem the Senior Secured Notes at their option, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at a redemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed plus the Applicable Premium (as calculated by the Issuers or on behalf of the Issuers by such person as the Issuers shall designate) as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Notwithstanding the foregoing, at any time and from time to time prior to October 15, 2015, the Issuers may at their option redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any issuance of any Additional Senior Secured Notes) with the net cash proceeds of one or more Equity Offerings (1) by BP I or (2) any direct or indirect parent of BP I, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of BP I or any of its Subsidiaries or used to purchase Capital Stock (other than Disqualified Stock) of any such entity from it, at a redemption price (expressed as a percentage of principal amount thereof) of 105.750%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any issuance of any Additional Senior Secured Notes) remain outstanding after each such redemption; provided further, however, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Senior Secured Notes being redeemed and otherwise in accordance with the procedures set forth in the Senior Secured Notes Indenture.

Any notice of any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, a Change of Control, a financing or any other transaction or event. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Selection and Notice

If less than all of the Senior Secured Notes are to be redeemed or are required to be repurchased at any time, the Trustee will select Senior Secured Notes for redemption or repurchase on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC and any stock exchange on which the applicable Senior Secured Notes are then admitted to trading; provided, however, that no Senior Secured Note of $2,000 in aggregate principal amount or less, or other than in an integral multiple of $1,000 in excess thereof, shall be redeemed in part.

If any Senior Secured Note is to be redeemed in part only, the notice of redemption that relates to that Senior Secured Note shall state the portion of the principal amount thereof to be redeemed. In the case of a

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Definitive Registered Senior Secured Note, a new Senior Secured Note in currency and in principal amount equal to the unredeemed portion of the original Senior Secured Note will be issued in the name of the secured noteholder thereof upon cancellation of the original Senior Secured Note. In the case of a Global Senior Secured Note, an appropriate notation will be made on such Senior Secured Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice, Senior Secured Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Senior Secured Notes or portions of them called for redemption.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Senior Secured Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Senior Secured Notes as described under the captions “— Change of Control” and “— Certain Covenants — Asset Sales.” We and our affiliates may at any time and from time to time purchase Senior Secured Notes in the open market or otherwise.

Redemption for Taxation Reasons

The Issuers may redeem the Senior Secured Notes, at their option, in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days’ prior notice (which notice will be irrevocable) to the secured noteholders mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of secured noteholders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts (as defined under “— Withholding Taxes” below), if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of:

(1)  any change in, or amendment to, the law or treaties (or any regulations, protocols or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined under “— Withholding Taxes” below) affecting taxation; or

(2)  any change in official position regarding the application, administration or interpretation of such laws, treaties, protocols, regulations or rulings (including a holding, judgment or order by a government agency or court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

any Payor (as defined under “— Withholding Taxes” below), with respect to the Senior Secured Notes or a Senior Secured Note Guarantee is, or on the next date on which any amount would be payable in respect of the Senior Secured Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such payment would be reasonable, the payment through another Payor); provided, however, that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person.

In the case of any Payor, the Change in Tax Law must be announced or become effective on or after the date of this Prospectus. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Senior Secured Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (a) an Officers’ Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the secured noteholders.

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Subject to the terms of the applicable redemption notice, Senior Secured Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Senior Secured Notes or portions of them called for redemption.

The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. The foregoing provisions will survive any termination, defeasance or discharge of the Senior Secured Notes Indenture.

Withholding Taxes

All payments made by any Issuer or any Senior Secured Note Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or with respect to the Senior Secured Notes or any Senior Secured Note Guarantee will be made without withholding or deduction for, or on account of, any Taxes unless such withholding or deduction is required by law or FATCA; provided, however, that a Payor, in any case, may withhold from any interest payment made on the Senior Secured Notes to or for the benefit of any person who is not a “United States person,” as such term is defined for US federal income tax purposes, US federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Payor such that an exemption from US federal withholding tax would apply to such payment if interest on the Senior Secured Notes were treated as income from sources within the US for US federal income tax purposes. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1)  any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having power to tax) from or through which payment on the Senior Secured Notes or any Senior Secured Note Guarantee is made by such Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(2)  any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor that actually makes a payment on the Senior Secured Notes or its Senior Secured Note Guarantee is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax,

(each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made by a Payor with respect to the Senior Secured Notes or any Senior Secured Note Guarantee, including payments of principal, redemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the secured noteholders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on the Senior Secured Notes or the Senior Secured Note Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1)  any Taxes that would not have been so imposed or levied but for the existence of any present or former connection between the relevant secured noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant secured noteholder, if such secured noteholder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Senior Secured Note, the receipt of any payment in respect thereof or the perfection or enforcement of any security interest related to the Senior Secured Notes;

(2)  any Taxes that would not have been so imposed or levied if the holder of the Senior Secured Note had complied with a reasonable request in writing of the Payor (such request being made at a time that would enable such holder acting reasonably to comply with that request) to make a declaration of

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nonresidence or any other claim or filing or satisfy any certification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided, however, that such declaration of nonresidence or other claim, filing or requirement is required by the applicable law, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes);

(3)  any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest under the Senior Secured Notes or any Senior Secured Note Guarantee;

(4)  any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;

(5)  any Taxes that are required to be deducted or withheld on a payment pursuant to the Directive or any law implementing, or introduced in order to conform to, the Directive;

(6)  except in the case of the liquidation, dissolution or winding up of the Payor, any Taxes imposed in connection with a Senior Secured Note presented for payment by or on behalf of a secured noteholder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Senior Secured Note to, or otherwise accepting payment from, another paying agent in a member state of the European Union;

(7)  any Taxes arising under FATCA; or

(8)  any combination of the above.

Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Senior Secured Note for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the secured noteholder or (y) where, had the beneficial owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law.

Upon request, the Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the same are not obtainable, such Payor will provide the Trustee with other evidence reasonably satisfactory to the applicable Holder.

If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Senior Secured Notes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to secured noteholders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officers’ Certificate and such other information as promptly as practicable after the date that is 30 days prior to the payment date, but no less than five (5) Business Days prior thereto, and otherwise in accordance with the requirements of DTC).

Wherever in the Senior Secured Notes Indenture, the Senior Secured Notes, any Senior Secured Note Guarantee or this “Description of the Senior Secured Notes” there is mentioned, in any context:

(1)  the payment of principal,

(2)  redemption prices or purchase prices in connection with a redemption or purchase of Senior Secured Notes,

(3)  interest, or

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(4)  any other amount payable on or with respect to any of the Senior Secured Notes or any Senior Secured Note Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Senior Secured Notes, the Senior Secured Notes Indenture, or any other document or instrument in relation thereto (other than a transfer of the Senior Secured Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction, and the Payor agrees to indemnify the secured noteholders and the Trustee for any such Taxes paid by such noteholders. The foregoing obligations will survive any termination, defeasance or discharge of the Senior Secured Notes Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for Tax purposes or any political subdivision or taxing authority or agency thereof or therein.

Agreed Tax Treatment

The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for US federal income tax purposes (i) a portion (if any) of the Senior Secured Notes as debt of the Luxembourg Issuer (or the sole owner of the Luxembourg Issuer) and a portion (if any) of the Senior Secured Notes as debt of the sole owner of the US Issuer I (with such portions being proportionate to the proceeds received by the Luxembourg Issuer and the US Issuer I), and (ii) interest payments on the portion (if any) of the Senior Secured Notes that is treated as debt of the Luxembourg Issuer (or its sole owner) as non-US source interest and interest payments on the portion (if any) of the Senior Secured Notes that is treated as debt of the sole owner of the US Issuer I as US source interest, provided, however, that this agreement shall cease to apply if the Issuers (a) determine, after taking action that is permissible under the Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of changed circumstances, and (b) file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such filing or furnishing, post on RGHL’s website), in each case in the manner described under “— Certain Covenants — Reports and Other Information” a notice that this agreement shall cease to apply. The amount of proceeds received by the Luxembourg Issuer and the amount of proceeds received by the US Issuer I shall be set forth in the Senior Secured Notes Indenture, and the Issuers shall file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such filing or furnishing, post on RGHL’s website), in each case in the manner described under “— Certain Covenants — Reports and Other Information,” a notice setting forth such amounts. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for US federal income tax purposes, US federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from US federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated entirely as income from sources within the US for US federal income tax purposes.

Ranking

The indebtedness evidenced by the Senior Secured Notes is Senior Indebtedness of the Issuers, is equal in right of payment to all existing and future Senior Indebtedness of the Issuers, has the benefit of a security interest in the Collateral as described under “— Security” and is senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers (including the guarantee of the 2007 Senior Notes and the 2007 Senior Subordinated Notes by each Issuer).

The Indebtedness evidenced by the Senior Secured Note Guarantees is Senior Indebtedness of each Senior Secured Note Guarantor, is equal in right of payment to all existing and future Senior Indebtedness of such Senior Secured Note Guarantor, has the benefit of a security interest in the Collateral as described under “— Security” and is senior in right of payment to all existing and future Subordinated Indebtedness of such

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Senior Secured Note Guarantor, including such Senior Secured Note Guarantor’s obligations with respect to the 2007 Senior Notes and the 2007 Senior Subordinated Notes. BP II, the issuer of the 2007 Senior Notes and the 2007 Senior Subordinated Notes has not guaranteed and, will not guarantee the Senior Secured Notes.

See “— Security” for a description of the Collateral and the lien priority with respect thereto.

At September 30, 2012:

(1)  RGHL and its Subsidiaries had an aggregate principal amount of $12,006 million of Indebtedness secured by any Lien outstanding. RGHL and its Subsidiaries had $42 million and €65 million of availability under the revolving credit facility under the Senior Secured Credit Facilities and the ability to incur up to €77 million of Secured Indebtedness under Local Facilities;

(2)  RGHL and its Subsidiaries had an aggregate principal amount of $10,842 million of First Lien Obligations that share a pari passu lien in the Collateral with the Senior Secured Notes (excluding letters of credit which have been issued, but not drawn upon, $42 million and €65 million of availability under the revolving credit facility under the Senior Secured Credit Facilities and the ability to incur up to €77 million of Secured Indebtedness under Local Facilities); and

(3)  RGHL and its Subsidiaries had an aggregate principal amount of $18,006 million of unsubordinated Indebtedness outstanding (whether secured or unsecured) consisting of amounts outstanding under the Senior Secured Notes (including the Senior Secured Note Guarantees with respect thereto), the Issuers’ Existing Debt, the 2007 Senior Notes (but not including the guarantees with respect thereto), Pactiv’s indebtedness, the Local Facilities and certain other local overdrafts, derivative liabilities and finance leases.

In addition, at September 30, 2012, RGHL and its Subsidiaries had an aggregate of $543 million of Subordinated Indebtedness outstanding consisting of the 2007 Senior Subordinated Notes (including the guarantees with respect thereto), and the guarantees of the 2007 Senior Notes.

Although the Senior Secured Notes Indenture limits the Incurrence of Indebtedness by BP I, BP II and any Restricted Subsidiaries and the issuance of Disqualified Stock and Preferred Stock by the Issuers and any other Restricted Subsidiaries, such limitation is subject to a number of significant qualifications and exceptions. Under certain circumstances, BP II and BP I and their respective Subsidiaries (including the Issuers) may be able to Incur substantial amounts of additional Indebtedness. Such Indebtedness may be Secured Indebtedness that has a prior or pari passu claim to the Senior Secured Notes on the Collateral or a claim on assets not constituting Collateral. The covenants do not limit the amount of Indebtedness that RGHL may incur. See “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens.”

The US Issuer I is a finance company with no operations of its own, and its only material assets are the US Proceeds Loans. The US Issuer II is a finance company with no operations of its own, and no material assets. The Luxembourg Issuer is a finance company with no operations of its own, and its only material assets are the Luxembourg Proceeds Loans. Substantially all of the operations of RGHL are, conducted through RGHL’s Subsidiaries. Unless a Subsidiary is a Senior Secured Note Guarantor or one of the Issuers, claims of creditors of such Subsidiary, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiary generally have priority with respect to the assets and earnings of such Subsidiary over the claims of creditors of the Senior Secured Note Guarantors, including holders of the Senior Secured Notes. The Senior Secured Notes, therefore, are effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of RGHL that are not one of the Issuers or the Senior Secured Note Guarantors (including BP II, which is a finance company). Not all of our Subsidiaries will become Senior Secured Note Guarantors. In particular:

• due to applicable law and other factors, certain of our non-US subsidiaries will not be able to guarantee the Senior Secured Notes; and

• certain of our non-US subsidiaries, who currently guarantee our other senior indebtedness, will not as of the Issue Date have taken all necessary actions to guarantee the Senior Secured Notes but will guarantee the Senior Secured Notes as soon as reasonably practicable after the Issue Date.

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The subsidiaries of RGHL that do not guarantee the Senior Secured Notes accounted for, under IFRS and excluding intercompany balances, (i) $1,964 million, or 9%, of RGHL’s total assets as of September 30, 2012, (ii) $1,503 million, or 11%, of its total revenue for the year ended December 31, 2011, and (iii) $226 million, or 9%,of its total Adjusted EBITDA for the year ended December 31, 2011. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Not all of our subsidiaries will guarantee the notes, and the notes and the guarantees of the notes will be structurally subordinated to all of the claims of creditors of those non-guarantor subsidiaries.”

Senior Secured Note Guarantees

Each of the Senior Secured Note Guarantors jointly and severally, irrevocably and unconditionally guarantees on a senior basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuers under the Senior Secured Notes Indenture and the Senior Secured Notes, whether for payment of principal of, premium, if any, or interest on the Senior Secured Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Senior Secured Note Guarantors and by any of RGHL’s Subsidiaries that subsequently become Senior Secured Note Guarantors being herein called the “Guaranteed Obligations”), subject to limitations imposed by applicable local law and certain other limitations imposed by the terms of such guarantees; provided, however, that in no event shall a US Controlled Foreign Subsidiary be required to guarantee the Guaranteed Obligations. The entities that are Senior Secured Note Guarantors based on the guarantees provided with respect to the 2007 Notes and the Issuers’ Existing Debt include entities organized in the following jurisdictions: Australia, Austria, Brazil, British Virgin Islands, Canada, Costa Rica, Germany, Guernsey, Hong Kong, Hungary, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand, the United Kingdom and the United States. The Senior Secured Note Guarantees are subject to a variety of local laws that may limit or void the Senior Secured Note Guarantees and any security interest with respect thereto and certain other limits imposed under the terms of such Senior Secured Note Guarantees. In some jurisdictions, such as, for example, Japan, Costa Rica and Australia, although our subsidiaries in those jurisdictions are Senior Secured Note Guarantors, they will not pledge any of their assets as Collateral for the Senior Secured Notes pursuant to the Agreed Security Principles. This may be the case even if they pledge some or all of their assets as collateral for the Senior Secured Credit Facilities. For a description of such limitations and the risks associated with the Senior Secured Note Guarantees and Collateral, see

• “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Fraudulent conveyance laws and other limitations on the enforceability of the notes, the guarantees and any security securing the Senior Secured Notes or related guarantees, may adversely affect the validity and enforceability of the notes, the guarantees and any security securing the Senior Secured Notes or related guarantees;”

• “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Insolvency laws could limit your ability to enforce your rights under the notes, the guarantees and the security;”

• “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Enforcing your rights as a holder of the notes, or under the guarantees or the security, across multiple jurisdictions may be difficult;”

• “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — You may be unable to enforce judgments obtained in the United States and foreign courts against us, certain of the guarantors or our or their respective directors and executive officers;”

• “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Non-US subsidiaries of our US subsidiaries will not guarantee the Senior Secured Notes, and the Senior Secured Notes will only be secured by a limited pledge of certain of such foreign subsidiaries’ capital stock, with no pledge of the assets of any non-US subsidiaries of our US subsidiaries;” and

• “Certain Insolvency and Other Local Law Considerations.”

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In addition, any future guarantor of the Senior Secured Credit Facilities, any other Credit Agreement or Public Debt of BP I, BP II or their respective Subsidiaries will only be required to provide Senior Secured Note Guarantees as required by the covenant under “— Certain Covenants — Future Senior Secured Note Guarantors.” The obligation to provide Senior Secured Note Guarantees for the benefit of the Senior Secured Notes in the future is subject to the Agreed Security Principles. Accordingly, in the future, other Indebtedness, including under the Issuers’ Existing Debt and the 2007 Notes, could have the benefit of guarantees that are not also provided in favor of the Senior Secured Notes. See “— Ranking.”

Such Senior Secured Note Guarantors and any of RGHL’s Subsidiaries that subsequently become Senior Secured Note Guarantors have agreed to pay, subject to limitations imposed by applicable local law and certain other limitations, in addition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Collateral Agent or the holders in enforcing any rights under the Senior Secured Note Guarantees and the Security Documents. The Senior Secured Notes and the Senior Secured Note Guarantees of a Senior Secured Note Guarantor will constitute “Designated Senior Indebtedness” of the Issuers and such Senior Secured Note Guarantor for purposes of the 2007 Senior Note Indenture and the 2007 Senior Subordinated Note Indenture and “Senior Liabilities” for the purposes of the 2007 UK Intercreditor Agreement. For a description of the Collateral and lien priority and intercreditor arrangements, see “— Security” below.

Each Senior Secured Note Guarantee is a continuing guarantee and shall, subject to the next paragraph:

(1)  remain in full force and effect until payment in full of all the Guaranteed Obligations;

(2)  be binding upon each such Senior Secured Note Guarantor and its successors; and

(3)  inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

Release of Senior Secured Note Guarantees

Subject to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement, a Senior Secured Note Guarantee of a Senior Secured Note Guarantor will be automatically released upon (a) receipt by the Trustee of a notification from BP I that such Senior Secured Note Guarantee be released and (b) the occurrence of any of the following:

(1)  the consummation of any transaction permitted by the Senior Secured Notes Indenture as a result of which such Senior Secured Note Guarantor ceases to be a Restricted Subsidiary;

(2)  the release or discharge of the guarantee or other obligation by such Senior Secured Note Guarantor (other than RGHL) of the Senior Secured Credit Facilities or such other guarantee or other obligation that resulted in the creation of such Senior Secured Note Guarantee, except a release or discharge by or as a result of payment under such guarantee;

(3)  BP I designating such Senior Secured Note Guarantor to be an Unrestricted Subsidiary in accordance with the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary;”

(4)  the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under “— Defeasance,” or if the Issuers’ obligations under the Senior Secured Notes Indenture are discharged in accordance with the terms of the Senior Secured Notes Indenture; or

(5)  the transfer or sale of the equity interests of such Senior Secured Note Guarantor pursuant to an enforcement action, in accordance with the terms of the First Lien Intercreditor Agreement.

The Senior Secured Note Guarantor will be required to deliver to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in the Senior Secured Notes Indenture relating to the release have been complied with. A Senior Secured Note Guarantee of a Senior Secured Note Guarantor also will be released as provided under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.”

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Upon any occurrence specified in the two preceding paragraphs, the Trustee shall, at the instruction of and at the cost of the Issuers, execute any documents reasonably requested of it to evidence such release.

Addition of Senior Secured Note Guarantors

Under certain circumstances and subject to the Agreed Security Principles, additional Restricted Subsidiaries may be added as Senior Secured Note Guarantors (see “— Certain Covenants — Future Senior Secured Note Guarantors”).

Security

General

The Senior Secured Notes and the Senior Secured Note Guarantees, with certain exceptions, have the benefit of Liens in the Collateral, which will consist of first priority security interests shared with the other First Lien Obligations, including the Issuers’ Existing Secured Debt (subject to Permitted Liens, which may rank ahead of the first priority security interests for the benefit of the Senior Secured Notes, and the exceptions described below), in the Collateral; provided, however, that in no event shall more than 65% of the total outstanding voting Equity Interests, or any of the assets, of any US Controlled Foreign Subsidiary be required to be pledged.

The Collateral consists of (i) 100% of the Capital Stock of certain existing and future, direct and indirect, wholly owned Subsidiaries of RGHL, the Issuers and the Senior Secured Note Guarantors (subject to the limitations described under “— Limitations on Stock Collateral” and certain other limitations, including as described in the Agreed Security Principles) and (ii) certain assets of the Issuers and certain of the Senior Secured Note Guarantors located in Austria, Brazil, British Virgin Islands, Canada, Germany, Guernsey, Hong Kong, Hungary, Luxembourg, Mexico, the Netherlands, New Zealand, Switzerland, Thailand, the United Kingdom and the United States.

The Collateral does not comprise all of the assets of the Issuers or the Senior Secured Note Guarantors and is further limited to the extent set forth in the Agreed Security Principles. Among other exclusions from the Collateral, including pursuant to the Agreed Security Principles:

• Security will not be provided by non-wholly owned Subsidiaries;

• Security will be limited to the extent deemed necessary to comply with legal limitations, avoid significant tax disadvantages, comply with certain third party arrangements, satisfy fiduciary duties of directors and minimize fees, taxes and duties;

• Security will not be provided over assets with values lower than certain agreed materiality thresholds, including a €5.0 million threshold for real property, a €250,000 threshold for manufacturing equipment in some jurisdictions and a €1.0 million threshold for certain intellectual property;

• Security will not be provided to the extent it would have a material adverse effect on the ability of the relevant Issuer or Senior Secured Note Guarantor to conduct business in the ordinary course; and

• Security will not be provided over Pactiv’s “Principal Manufacturing Properties” (as defined in the Pactiv Base Indenture) to the extent not required to be pledged under the Senior Secured Credit Facilities.

We estimate that the assets of Reynolds Group Holdings Limited and its subsidiaries that are part of the Collateral securing the Senior Secured Notes have a book value greater than the amount of our outstanding secured indebtedness, which totaled $10,842 million, as of September 30, 2012 and measured in accordance with IFRS. Much of the Collateral is, and is expected to continue to be, illiquid, both by its nature and as a result of local limitations relating to enforcement (see “Certain Insolvency and Other Local Law Considerations”). Accordingly, there can be no assurance that the Collateral will be able to be sold in a short period of time or at all or that its value will exceed the amount of Indebtedness it secures, including the Senior Secured Notes.

There are other potential impediments to Holders realizing upon the full value of the Collateral. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes.” Among the potential

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impediments described in such risk factors are risks relating to enforcement of the security interests in jurisdictions outside of the United States, risks relating to dilution of the Collateral by other secured creditors, including lenders under, and holders of, the Issuers’ Existing Secured Debt and any future permitted secured Indebtedness, risks relating to the use of a Collateral Agent for purposes of securing and enforcing upon the Collateral, risks relating to control of the Collateral Agent by the administrative agent under, and the representatives of the holders of, the Issuers’ Existing Secured Debt, in certain cases, and not by the Trustee or the Holders and risks relating to the fact that the security interests in respect of the Senior Secured Notes will, in certain cases, be relying on the First Lien Intercreditor Agreement to achieve first priority pari passu ranking.

Subject to certain conditions, including compliance with the covenants described under “— Certain Covenants — Impairment of Security Interest” and “— Certain Covenants — Liens,” the Senior Secured Note Guarantors and the Issuers are permitted to pledge the Collateral in connection with certain future Incurrences of Indebtedness, including any Additional Senior Secured Notes, or certain Indebtedness of the Issuers or Indebtedness of the Senior Secured Note Guarantors, in each case as permitted under the Senior Secured Indenture. This may make the Collateral less valuable for the holders of the Senior Secured Notes.

Except as limited by “— Certain Covenants — Impairment of Security Interest,” the Issuers and the Senior Secured Note Guarantors may take actions that would result in diminishing (possibly to zero) the value or existence of the Collateral. In the future, additional assets may be pledged by us to secure debt under the Issuers’ Existing Secured Debt, a Credit Agreement or other Public Debt but may not be pledged to secure the Senior Secured Notes. The book value of our assets may not be indicative of the fair market value of such assets, which could be substantially lower. In addition, a substantial portion of our assets will not constitute Collateral for the Senior Secured Notes in any form. Accordingly, the value of the Collateral could be substantially less than the aggregate principal amount of our First Lien Obligations, including the Senior Secured Notes, the Issuers’ Existing Secured Debt and other Secured Indebtedness.

Accordingly, holders of the Senior Secured Notes have the benefit of a security interest in only a portion of the value of the Collateral expected to secure the Senior Secured Notes. In addition, certain of the stock and assets pledged by the Senior Secured Note Guarantors in some jurisdictions have been pledged on a priority basis to secure the obligations to the lenders under certain local working capital facilities. Under the commercially reasonable efforts standard, perfection of the security interests is not required if, in the good faith determination of BP I, it would have a material adverse effect on the ability of any of the Issuers or the relevant Senior Secured Note Guarantor to conduct its operations and business in the ordinary course or if, in the good faith determination of BP I, it would be inconsistent with the Agreed Security Principles.

The aggregate amount of the obligations secured by the Collateral may, subject to the limitations set forth in the Senior Secured Notes Indenture, be increased. A portion of the obligations secured by the Collateral consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and such obligations may, subject to the limitations set forth in the Senior Secured Notes Indenture, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the provisions of the First Lien Intercreditor Agreement defining the relative rights of the parties thereto.

The Issuers and the Senior Secured Note Guarantors will be able to incur additional First Lien Obligations in the future that could share in the Collateral, including Indebtedness secured by a Permitted Lien that may be prior to, or pari passu with, Liens securing the Senior Secured Notes. In addition, we may Incur Indebtedness secured by a Permitted Lien over assets that are not part of the Collateral, and the amount thereof could be significant. The amount of Secured Indebtedness secured with priority over, or on an equal and ratable basis with, Liens securing the Senior Secured Notes will be limited by the covenant disclosed under “— Certain Covenants — Liens,” and the amount of all such additional indebtedness will be limited by the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuances of Disqualified Stock and Preferred Stock.” Under certain circumstances the amount of Indebtedness and other obligations that benefit from prior ranking security interests or that shares equally and ratably in the Collateral could be significant.

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Subject to the terms of the Security Documents, the Issuers and the Senior Secured Note Guarantors have the right to remain in possession and retain exclusive control of the Collateral securing the Senior Secured Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Rights of the holders of Senior Secured Notes may be adversely affected by bankruptcy proceedings in the United States.”

Limitations on Stock Collateral

The Capital Stock and securities of any Restricted Subsidiary (other than BP I, for which we will provide separate financial statements) will constitute Collateral only to the extent that the securing of the Senior Secured Notes with such Capital Stock and securities would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary (other than BP I) due to the fact that such Restricted Subsidiary’s Capital Stock and securities secure the Senior Secured Notes or any Senior Secured Note Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Capital Stock and securities is referred to as the “Excluded Stock Collateral.” In such event, the Security Documents may be amended, modified or supplemented, without the consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral.

In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Senior Secured Notes in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Senior Secured Note Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities.

In accordance with the limitations set forth in the two immediately preceding paragraphs, on the date that Rule 3-16 of Regulation S-X becomes applicable to the Senior Secured Notes, the Collateral will include shares of Capital Stock of the Restricted Subsidiaries only to the extent that the applicable value of such Capital Stock (on an entity-by-entity basis) is less than 20% of the aggregate principal amount of the outstanding Senior Secured Notes, except that the foregoing limitation will not apply to shares of Capital Stock of BP I at any time. Certain of the Senior Secured Note Guarantors have Capital Stock valued at or in excess of 20% of the aggregate principal amount of the outstanding Senior Secured Notes; accordingly if Rule 3-16 of Regulation S-X under the Securities Act was applicable to the Senior Secured Notes on such date, each such Senior Secured Note Guarantor’s pledge of such stock as Collateral would be deemed to be limited to stock with a value that is less than 20% of the aggregate principal amount of the outstanding Senior Secured Notes pursuant to these provisions. In the event that Rule 3-16 of Regulation S-X becomes applicable to the Senior Secured Notes, we anticipate that the Capital Stock of multiple subsidiaries of ours organized in various jurisdictions will be subject to such limitations. If, at any time after Rule 3-16 of Regulation S-X becomes applicable to the Senior Secured Notes, the applicable value of the Capital Stock of any Senior Secured Note Guarantor is equal to or exceeds 20% of the aggregate principal amount of the Senior Secured Notes outstanding, the pledge of such Senior Secured Note Guarantor’s Capital Stock shall automatically be deemed to be limited to stock with a value that is less than 20% of the aggregate principal amount of the outstanding Senior Secured Notes. If, at any time after the date Rule 3-16 of Regulation S-X becomes applicable to the Senior Secured Notes, the applicable value of 100% of the Capital Stock of any Senior Secured Note Guarantor becomes less than 20% of the aggregate principal amount of the Senior Secured Notes outstanding and the pledge of such Capital Stock has been deemed limited in accordance with this paragraph prior to such date, the pledge of such Senior Secured Note Guarantor’s Capital

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Stock shall automatically be deemed to be 100% of its Capital Stock. Accordingly, the portion of the Capital Stock of the Issuers or the Senior Secured Note Guarantors constituting Collateral may decrease or increase as described above. We conduct substantially all of our business through our subsidiaries, many of which have capital stock with a value in excess of 20% of the aggregate principal amount of the Senior Secured Notes. Accordingly, the pledge of stock and securities with respect to each such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the Senior Secured Notes.

In certain circumstances, the pledges by certain entities of intercompany proceeds loans to which they are a party, including the pledge of the Luxembourg Proceeds Loans by the holders thereof and the pledge of the US Proceeds Loans by the holders thereof could be viewed as a pledge of a security by such entity. Accordingly, such entities’ pledge of such proceeds loans could be limited to 20% of the value of the proceeds loans, in accordance with the foregoing paragraphs.

Brief Summary of Security Documents and Intercreditor Agreements

The Issuers, the Senior Secured Note Guarantors and the Collateral Agent (or agents thereof) have entered into multiple agreements or other instruments defining the terms of the security interests that secure the Senior Secured Notes and the Senior Secured Note Guarantees. Those agreements or other instruments pursuant to which security interests in the Collateral are granted to secure the Senior Secured Notes or the Senior Secured Note Guarantees from time to time are referred to as the “Security Documents.” The security interests secure the payment and performance when due of the Obligations of the Issuers and the Senior Secured Note Guarantors under the Senior Secured Notes, the Senior Secured Notes Indenture, the Senior Secured Note Guarantees and the Security Documents, as provided in the Security Documents. Since the Holders are not parties to the Security Documents, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement, Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Security Documents, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement. The Holders may only act by instructing the Trustee to act whether through the Collateral Agent or otherwise.

We are party to two intercreditor agreements that govern the relative rights of the obligors under our existing and future financing arrangements: (1) the 2007 UK Intercreditor Agreement which sets forth the relative rights and obligations with respect to the lenders (and other secured parties, including certain Local Facilities and providers of Hedging Obligations) under, and holders of, the Issuers’ Existing Debt and the 2007 Notes and the Senior Secured Notes and (2) the First Lien Intercreditor Agreement which sets forth the relative rights and obligations of the lenders (and other secured parties, including certain Local Facilities and providers of Hedging Obligations) under, and holders of, the Issuers’ Existing Secured Debt and the Senior Secured Notes with respect to the Collateral. See “— Description of Certain Other Indebtedness and Intercreditor Agreements — First Lien Intercreditor Agreement.”

The Trustee, as representative for the holders of the Senior Secured Notes, entered into a joinder to the First Lien Intercreditor Agreement and an accession deed to the 2007 UK Intercreditor Agreement and took other steps required to make the obligations with respect to the Senior Secured Notes become “Additional Obligations” under the First Lien Intercreditor Agreement.

Under the First Lien Intercreditor Agreement, as described below, the “Applicable Representative” has the right to direct the Collateral Agent to initiate foreclosures, release Liens in accordance with the Senior Secured Credit Facilities, the Senior Secured Note Documents, the August 2011 Note Documents, the February 2011 Note Documents, the October 2010 Note Documents, the 2009 Note Documents and the documents governing any other series of pari passu first lien obligations that are included as “Additional Obligations” as defined in and under the First Lien Intercreditor Agreement and take other actions with respect to the Shared Collateral (as defined below), and the representatives of other series of Obligations party to the First Lien Intercreditor Agreement have no right to direct the Collateral Agent to take actions with respect to the Shared Collateral. The Applicable Representative is currently the administrative agent under the Senior Secured Credit Facilities. As long as such administrative agent is the Applicable Representative, the Trustee, as representative of the holders of the Senior Secured Notes and the trustees under the Issuers’ Senior Secured Indentures, will have no rights to direct the Collateral Agent to take any action under the First Lien Intercreditor Agreement. Generally, “Shared

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Collateral” means, at any time, Collateral in which the holders of two or more series of Obligations (or their respective representatives) hold a valid security interest or upon the enforcement of any guarantee held by two or more series of Obligations (or their respective representatives), the proceeds of such enforcement.

The administrative agent under the Senior Secured Credit Facilities will remain the Applicable Representative until the earlier of (1) the discharge of our Obligations under the Senior Secured Credit Facilities and (2) the Cut-Off Date (as defined below) (unless the Cut-Off-Date has been stayed, deemed not to have occurred or rescinded pursuant to the definition thereof). After such date, the Applicable Representative will be the representative of the series of Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Obligations party to the First Lien Intercreditor Agreement, other than the Obligations under the Senior Secured Credit Facilities, with respect to the Shared Collateral (the “Non-Controlling Representative”) (which series of Obligations may be notes issued under any of the Issuers’ Senior Secured Indentures, the Senior Secured Notes or an additional series of Obligations to be incurred in the future). Accordingly, the Trustee, as representative of the holders of the Senior Secured Notes, may not ever have the right to control the remedies and take other actions with respect to the Shared Collateral.

The “Cut-Off Date” means, with respect to any Non-Controlling Representative, the date which is at least 90 days (throughout which 90 day period such Person was the Non-Controlling Representative) after the occurrence of both (i) an Event of Default (under and as defined in the instrument under which such Non-Controlling Representative is appointed as the representative) and (ii) the Collateral Agent’s and each other relevant representative’s receipt of written notice from such Non-Controlling Representative certifying that (x) such an Event of Default has occurred and is continuing and (y) the Obligations of the series with respect to which such Non-Controlling Representative is the representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable instrument governing such Obligations; provided, however, that the Cut-Off Date shall be stayed and shall not occur and shall be deemed not to have occurred and be rescinded (1) at any time the administrative agent under the Senior Secured Credit Facilities or the Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to any Shared Collateral or (2) at any time any grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

Under the First Lien Intercreditor Agreement, (i) the Applicable Representative has the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Shared Collateral, (ii) the Collateral Agent shall not follow any instructions with respect to such Shared Collateral from any representative of any Non-Controlling Secured Party (as defined below) or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative) and (iii) no representative of any Non-Controlling Secured Party or other party to the First Lien Intercreditor Agreement (other than the Applicable Representative) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, any Shared Collateral. A “Non-Controlling Secured Party” shall mean any secured party to the First Lien Intercreditor Agreement whose representative under the First Lien Intercreditor Agreement is not the Applicable Representative. Until the earlier of (1) the discharge of our Obligations under the Senior Secured Credit Facilities and (2) the Cut-Off Date (unless the Cut-Off-Date has been stayed, deemed not to have occurred or rescinded pursuant to the definition thereof), the holders of the Senior Secured Notes and the holders of the notes issued under the Issuers’ Senior Secured Indentures will be Non-Controlling Secured Parties. Accordingly, the holders of Senior Secured Notes could be Non-Controlling Secured Parties indefinitely.

Notwithstanding the equal priority of the Liens on any Shared Collateral, the Collateral Agent, acting on the instructions of the Applicable Representative, may deal with the Collateral as if such Applicable Representative had a senior Lien on such Collateral. No representative of any Non-Controlling Secured Party may contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent. Each of the parties to the First Lien Intercreditor Agreement will agree that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or

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enforceability of a Lien held by or on behalf of any of the parties to the First Lien Intercreditor Agreement in all or any part of the Shared Collateral, or the provisions of the First Lien Intercreditor Agreement.

If an Event of Default (under and as defined in an instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is Incurred) has occurred and is continuing and the Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any insolvency or liquidation proceeding or otherwise of any grantor of Collateral, or the Collateral Agent or any secured party receives any payment pursuant to any intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation or disposition of any such Shared Collateral received by the Collateral Agent or any secured party and proceeds of any such distribution, shall be applied (i) first, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of the First Lien Intercreditor Agreement and any instrument pursuant to which a series of Obligations whose representative is party to the First Lien Intercreditor Agreement is Incurred, (ii) second, subject to certain limited exceptions, to the payment in full of the Obligations of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement on a ratable basis in accordance with the amounts of such Obligations under the terms of the applicable instrument pursuant to which such Obligations have been incurred and (iii) third, to satisfy other Obligations, including to the extent applicable, under the 2007 UK Intercreditor Agreement.

If any party to the First Lien Intercreditor Agreement obtains possession of any Shared Collateral or realizes any proceeds or payment in respect of any such Shared Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the discharge of each series of Obligations whose representative is party to the First Lien Intercreditor Agreement, then it shall hold such Shared Collateral, proceeds or payment in trust for the other parties to the First Lien Intercreditor Agreement and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions described in the immediately preceding paragraph.

In addition, under the First Lien Intercreditor Agreement, each secured noteholder and secured party under the Senior Secured Credit Facilities (and any additional Persons who may become party to the First Lien Intercreditor Agreement) agrees that (i) it will not institute any suit or assert in any insolvency or litigation proceeding any claim against the Collateral Agent or any other party to the First Lien Intercreditor Agreement seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, (ii) it will not seek, and will waive any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (iii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the First Lien Intercreditor Agreement.

By purchasing Senior Secured Notes, each noteholder authorized the Trustee (1) to appoint the Collateral Agent to act on its behalf as the Collateral Agent under the First Lien Intercreditor Agreement and under each of the other Security Documents and (2) to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the First Lien Intercreditor Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto.

The First Lien Intercreditor Agreement provides that the Collateral Agent shall not have any duties or obligations except those expressly set forth therein and in the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:

(i)  shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

(ii)  shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the First Lien Intercreditor Agreement or

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by the other Security Documents that the Collateral Agent is required to exercise as directed in writing by the Applicable Representative; provided, however, that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Security Document or applicable law;

(iii)  shall not, except as expressly set forth in the First Lien Intercreditor Agreement and in the other Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a grantor or any of its Affiliates that is communicated to or obtained by the Collateral Agent or any of its Affiliates in any capacity;

(iv)  shall not be liable for any action taken or not taken by it (1) with the consent or at the request of the Applicable Representative or (2) in the absence of its own gross negligence or willful misconduct or (3) in reliance on a certificate of an authorized officer of an Issuer stating that such action is permitted by the terms of this Agreement; and

(v)  shall not be required to take any action for which it has not received written directions and indemnity satisfactory to it.

The Collateral Agent shall be deemed not to have knowledge of any Event of Default under any series of Obligations unless and until written notice describing such Event of Default is given to the Collateral Agent by the Representative of such Obligations or a party to the First Lien Intercreditor Agreement. In addition, among other things, the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with the First Lien Intercreditor Agreement or any other Security Document, (2) the contents of any certificate, report or other document delivered under the First Lien Intercreditor Agreement or any other Security Document, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in the First Lien Intercreditor Agreement or any other Security Document, or the occurrence of any Default, (4) the creation, perfection or priority of any Lien purported to be created by the Security Documents or (5) the value or the sufficiency of any Collateral for any series of Obligations, including the Senior Secured Notes.

Future Collateral

Subject to the limitations and exceptions in the Agreed Security Principles, if the Issuers or any Senior Secured Note Guarantor creates any additional security interest upon any property or asset to secure any other First Lien Obligations under the Senior Secured Credit Facilities, any other Credit Agreement or Public Debt, it must use commercially reasonable efforts to concurrently grant a security interest (subject to Permitted Liens) upon such property as security for the Senior Secured Notes; provided, however, that it will not be required to do so if, in the good faith determination of BP I, so doing would, or would result in a material risk of, conflict with the fiduciary duties of the directors of BP I, BP II or any of their respective parents or subsidiaries or contravene any legal prohibition or, in the good faith determination of BP I, result in, or in material risk of, personal or criminal liability on its part of any officer, director or shareholder of BP I, BP II or any of their respective parents or subsidiaries or, in the good faith determination of BP I, be inconsistent with the Agreed Security Principles. Also, if granting a security interest in such property requires the consent of a third party, subject to the Agreed Security Principles, the Issuers will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee on behalf of the holders of the Senior Secured Notes. Under the commercially reasonable efforts standard, the Issuers will not be obligated to seek to obtain consent if, in the good faith determination of BP I, to do so would have a material adverse effect on the ability of the Issuers or the relevant Senior Secured Note Guarantors to conduct their operations and business in the ordinary course or if, in good faith determination of BP I, to do so would be inconsistent with the Agreed Security Principles. If such third party does not consent to the granting of the security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Security interests in respect of the collateral may be adversely affected by the failure to perfect security interests in certain collateral presently owned or acquired in the future.” and “— Certain Covenants — Future Collateral.”

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Release of Collateral

The security interests in the Collateral for the benefit of the Senior Secured Notes will be released:

(a)  upon payment in full of principal, interest and all other Obligations on the Senior Secured Notes issued under the Senior Secured Notes Indenture or discharge or defeasance thereof;

(b)  to the extent a Senior Secured Note Guarantor would be and is so released pursuant to clause (2) under “— Senior Secured Note Guarantees — Release of Senior Secured Note Guarantees.”;

(c)  to enable us to consummate the disposition of such property or assets to the extent not prohibited under the covenant described under “— Certain Covenants — Asset Sales”;

(d)  in the case of property or assets of a Senior Secured Note Guarantor that is released from its Senior Secured Note Guarantee with respect to the Senior Secured Notes, on the release of the Senior Secured Note Guarantee of such Senior Secured Note Guarantor;

(e)  in the case of the property and assets of a specific Senior Secured Note Guarantor, such Senior Secured Note Guarantor making a Transfer permitted by clause (y) of the last paragraph under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets”;

(f)  in the circumstances described under “— Amendments and Waivers” below (including to the extent necessary to facilitate the assumption by a Successor Company of the obligations of the Issuers under the Senior Secured Notes Indenture and the Senior Secured Notes, or to provide for the assumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the Senior Secured Notes Indenture and its Senior Secured Note Guarantee);

(g)  by the Trustee or Collateral Agent, acting on the instructions of the Applicable Representative in accordance with the terms of the First Lien Intercreditor Agreement (other than releases of all or substantially all of the Collateral); or

(h)  upon a legal defeasance or covenant defeasance under the Senior Secured Notes Indenture as described below under “— Defeasance.”

The security interest in the 2007 Notes Collateral in favor of the 2007 Senior Notes and 2007 Senior Subordinated Notes will be released upon an enforcement action in accordance with the 2007 UK Intercreditor Agreement. In addition, in order to secure new Indebtedness (where such Indebtedness is permitted under the Senior Secured Notes Indenture and the Lien securing such Indebtedness is a Permitted Lien that is entitled to rank equal with, in priority to or behind the security interests on the Collateral, as applicable), on the date on which such new Indebtedness is incurred, and subject to no Default having occurred and being continuing, the Trustee or Collateral Agent for the Senior Secured Notes, as applicable, is authorized by the Trustee and the Holders to, and shall, at the request of the Issuers or RGHL, release the security interests in the Collateral and will, simultaneously with the grant of Liens in respect of the new Indebtedness, retake such security interests in the Collateral; provided, however, that all holders of Liens on behalf of other Indebtedness or obligations secured by such Collateral concurrently release and (if applicable) retake the security interests in the same manner; provided further, however, that following such release and retaking the security interests in the Collateral are not subject to any new hardening period or limitation (excluding any such hardening period or limitation that existed prior to such release and retaking) which is not also applicable to the Lien granted in favor of the new Indebtedness and any such other Indebtedness or obligations (it being understood that the new Indebtedness and such other Indebtedness and obligations may be subject to longer or more onerous hardening periods or limitations) or the Trustee shall have received a solvency opinion.

To the extent required under the mandatory provisions of the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), the Issuers will comply with the provisions of Section 314(b) and 314(d) of the Trust Indenture Act, in each case following qualification of the Senior Secured Notes Indenture pursuant to the Trust Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be delivered by an Officer of any Issuer except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee.

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Notwithstanding anything to the contrary herein, the Issuers and the Senior Secured Note Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of such section or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no-action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from liens under such indenture in the ordinary course of our business without requiring us to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. In addition, under interpretations provided by the SEC, to the extent that a release of a lien is made without the need to obtain the consent of the Holders or the Trustee, the provisions of Section 314(d) may be inapplicable to the release. The Issuers believe, therefore, that such provisions of Section 314(d) will be inapplicable to the release of collateral for so long as releases of collateral are controlled by the lenders under the Senior Secured Credit Facilities and certain other conditions apply.

Upon certification by the Issuers, each of the Trustee and the Collateral Agent shall execute all documents reasonably requested of it to effectuate any release in accordance with these provisions, subject to customary protections and indemnifications. The Collateral Agent or the Trustee, as applicable, at the instruction of the Issuers or the Applicable Representative (as applicable) and at the cost of the Issuers (as applicable), will agree to any release of the Liens on the Collateral created by the Security Documents that is in accordance with the Senior Secured Notes Indenture and the First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement without requiring any consent of the Holders, in reliance upon an Opinion of Counsel or Officers’ Certificate to that effect delivered by the Issuers.

Change of Control

Upon the occurrence of any of the following events (each, a “Change of Control”), each holder will have the right to require the Issuers to repurchase all or any part of such holder’s Senior Secured Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuers have previously elected to redeem all of the Senior Secured Notes as described under “— Optional Redemption:”

(1)  the sale, lease or transfer, in one or a series of transactions, of all or Substantially All the assets of BP II or BP I and its Subsidiaries, taken as a whole, to a Person other than, directly or indirectly, any of the Permitted Holders;

(2)  BP I becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the US Issuer I, the US Issuer II, the Luxembourg Issuer, BP I or BP II or any direct or indirect parent of BP I or BP II; or

(3)  RGHL ceases to own, directly or indirectly, 100% of the Capital Stock of BP I, BP II, BP III or any of the Issuers, other than directors’ qualifying shares or other de minimis shareholdings required by law.

In the event that at the time of such Change of Control the terms of any Bank Indebtedness restrict or prohibit the repurchase of Senior Secured Notes pursuant to this covenant, then prior to the mailing (or delivery)

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of the notice to holders provided for in the immediately following paragraph but in any event within 45 days following any Change of Control, the Issuers shall:

(1)  repay in full all such Bank Indebtedness or, if doing so will allow the purchase of Senior Secured Notes, offer to repay in full all such Bank Indebtedness and repay the Bank Indebtedness of each lender that has accepted such offer; or

(2)  obtain the requisite consent under the agreements governing such Bank Indebtedness to permit the repurchase of the Senior Secured Notes as provided for in the immediately following paragraph.

The Issuers’ failure to comply with such provisions or the provisions of the immediately following paragraph shall constitute an Event of Default described in clause (4) and not in clause (2) under “— Defaults” below.

Within 45 days following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the Senior Secured Notes by delivery of a notice of redemption as described under “— Optional Redemption,” or all conditions to such redemption have been satisfied or waived, the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating:

(1)  that a Change of Control has occurred and that such holder has the right to require the Issuers to repurchase such holder’s Senior Secured Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2)  the circumstances and relevant facts and financial information regarding such Change of Control;

(3)  the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”);

(4)  the instructions determined by the Issuers, consistent with this covenant, that a holder must follow in order to have its Senior Secured Notes purchased; and

(5)  if applicable and such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

In addition, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Secured Notes Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Secured Notes validly tendered and not withdrawn under such Change of Control Offer.

On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuers will, to the extent lawful:

(1)  accept for payment all Senior Secured Notes properly tendered pursuant to the Change of Control Offer;

(2)  deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Secured Notes so tendered;

(3)  deliver or cause to be delivered to the Trustee an Officers’ Certificate stating the Senior Secured Notes or portions of the Senior Secured Notes being purchased by the Issuers in the Change of Control Offer;

(4)  in the case of Global Senior Secured Notes, deliver, or cause to be delivered, to the principal Paying Agent the Global Senior Secured Notes in order to reflect thereon the portion of such Senior Secured Notes or portions thereof that have been tendered to and purchased by the Issuers; and

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(5)  in the case of Definitive Registered Senior Secured Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Registered Senior Secured Notes accepted for purchase by the Issuers.

The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable DTC procedures) to each holder of Senior Secured Notes so tendered the Change of Control Payment for such Senior Secured Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder of Senior Secured Notes a new Senior Secured Note equal in principal amount to the unpurchased portion of the Senior Secured Notes surrendered, if any; provided, however, that each such new Senior Secured Note will be in a principal amount that is at least $2,000 and integral multiples of $1,000 in excess thereof.

Senior Secured Notes repurchased by the Issuers or an Affiliate pursuant to a Change of Control Offer will have the status of Senior Secured Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Senior Secured Notes purchased by an unaffiliated third party pursuant to the procedure described above will have the status of Senior Secured Notes issued and outstanding.

The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Secured Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

This Change of Control repurchase provision is a result of negotiations between RGHL, the Issuers and the Initial Purchasers. None of RGHL, BP I, BP II and the Issuers has any present intention to engage in a transaction involving a Change of Control, although it is possible that they could decide to do so in the future. Subject to the limitations discussed below, RGHL, BP I, BP II or any of the Restricted Subsidiaries, including the Issuers, could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Senior Secured Notes Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure or credit rating of RGHL or its Restricted Subsidiaries, including the Issuers.

The occurrence of events that would constitute a Change of Control would require repayment of all amounts outstanding under the Senior Secured Credit Facilities and would trigger the requirement that we offer to purchase the notes issued under the Issuers’ Existing Indentures other than the February 2012 Senior Indenture and the 2007 Notes at 101% of the principal amount thereof. Agreements and instruments with respect to future indebtedness that RGHL or any of its Subsidiaries may incur may contain prohibitions on certain events that would constitute a Change of Control or require such indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuers to repurchase the Senior Secured Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuers. Finally, the Issuers’ ability to pay cash to the holders upon a repurchase may be limited by the Issuers’ then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. Neither RGHL nor any of its Restricted Subsidiaries are required to advance us funds to make any Change of Control Payment. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — We may be unable to raise the funds necessary to finance the change of control repurchase offers required by the indenture that will govern the notes and similar requirements in the agreements governing our other indebtedness.”

The provisions under the Senior Secured Notes Indenture relating to the Issuers’ obligation to make an offer to repurchase the Senior Secured Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of outstanding Senior Secured Notes.

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Certain Covenants

Set forth below are summaries of certain covenants that are contained in the Senior Secured Notes Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.    The Senior Secured Notes Indenture provides that:

(1) each of BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

(2) each of BP I and BP II will not permit any Restricted Subsidiaries (other than a Senior Secured Note Guarantor) to issue any shares of Preferred Stock;

provided, however, that BP I and BP II may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of BP I and BP II on a combined basis for the most recently ended four full fiscal quarters for which combined internal financial statements of BP I and BP II are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided further, however, that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not the Issuers or Senior Secured Note Guarantors shall not exceed $100.0 million at any one time outstanding.

The foregoing limitations do not apply to (collectively, “Permitted Debt”):

(a)  the Incurrence by BP I, BP II or any Restricted Subsidiaries of Indebtedness under (i) the Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount not to exceed (A) $4,325.0 million, plus (B) €250.0 million, plus (C) $120.0 million of revolving credit facilities and ancillary facilities that relate to revolving credit facilities, plus (D) €80.0 million of revolving credit facilities and ancillary facilities that relate to revolving credit facilities, plus (E) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing, and (ii) Local Facility Agreements in an aggregate principal amount not to exceed €80.0 million;

(b)  the Incurrence by the Issuers and the Senior Secured Note Guarantors of Indebtedness represented by the Senior Secured Notes (not including any Additional Senior Secured Notes) and the Senior Secured Note Guarantees;

(c)  Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (a) and (b));

(d)  Indebtedness (including Capitalized Lease Obligations) Incurred by BP I, BP II or any Restricted Subsidiaries, Disqualified Stock issued by BP I, BP II or any Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that serves to refund, refinance or defease any of the foregoing; provided, however, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed 2.0% of Total Assets;

(e)  Indebtedness Incurred by BP I, BP II or any Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business,

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including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

(f)  Indebtedness arising from agreements of BP I, BP II or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or any other acquisition or disposition of any business, assets or a Subsidiary of BP I or BP II in accordance with the terms of the Senior Secured Notes Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(g)  Indebtedness of BP I or BP II to a Restricted Subsidiary; provided, however, that, except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of BP I, BP II and the Restricted Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not one of the Issuers or a Senior Secured Note Guarantor shall within 90 days of the Issue Date, to the extent legally permitted, be subordinated in right of payment to the obligations of the Issuers under the Senior Secured Notes or the obligations of BP I under its Senior Secured Note Guarantee, as applicable; provided further, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to BP I, BP II or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (g);

(h)  shares of Preferred Stock of a Restricted Subsidiary issued to BP I, BP II or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to BP I, BP II or a Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (h);

(i)  Indebtedness of a Restricted Subsidiary to BP I, BP II or another Restricted Subsidiary; provided, however, that except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of BP I, BP II and the Restricted Subsidiaries, if a Senior Secured Note Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not one of the Issuers or a Senior Secured Note Guarantor, such Indebtedness shall within 90 days of the Issue Date, to the extent legally permitted, be subordinated in right of payment to the Senior Secured Note Guarantee of such Senior Secured Note Guarantor; provided further, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to BP I, BP II or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (i);

(j)  Hedging Obligations that are Incurred not for speculative purposes but (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the Senior Secured Notes Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales;

(k)  obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by BP I, BP II or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;

(l)  (i) any guarantee by BP I, BP II or a Restricted Subsidiary of Indebtedness or other obligations of BP I, BP II or any Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by BP I,

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BP II or such Restricted Subsidiary was not in violation of the terms of the Senior Secured Notes Indenture; or (ii) Indebtedness of BP I, BP II or any Restricted Subsidiary arising by reason of any Lien permitted to be granted or to subsist pursuant to “— Certain Covenants — Liens” and so long as the Indebtedness secured by such Lien was not incurred in violation of the Senior Secured Notes Indenture;

(m)  the Incurrence by BP I, BP II or a Restricted Subsidiary of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary, in either case, that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant or clauses (b), (c), (m) and (n) of this paragraph or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premium), defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness will be Refinancing Indebtedness if and to the extent it:

(1)  has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date one year following the last maturity date of any Senior Secured Notes then outstanding were instead due on such date one year following the last date of maturity of the Senior Secured Notes; provided, however, that any Refinancing Indebtedness Incurred in reliance on this subclause (1)(y) does not provide for any scheduled principal payments prior to the maturity date of the Senior Secured Notes in excess of, or prior to, the scheduled principal payments due prior to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced or defeased;

(2)  has a Stated Maturity that is not earlier than the earlier of (x) the Stated Maturity of the Indebtedness being refunded, refinanced or defeased or (y) 91 days following the maturity date of the Senior Secured Notes;

(3)  refinances (a) Indebtedness junior to the Senior Secured Notes or any Senior Secured Note Guarantee, such Refinancing Indebtedness is junior to the Senior Secured Notes or the Senior Secured Note Guarantee of such Senior Secured Note Guarantor, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and

(4)  does not include (x) Indebtedness of BP I, BP II or a Restricted Subsidiary, in each case, that is not one of the Issuers or a Senior Secured Note Guarantor that refinances, refunds or defeases Indebtedness of BP I, BP II, any Issuer or any Senior Secured Note Guarantor or (y) Indebtedness of BP I, BP II or a Restricted Subsidiary that refinances, refunds or defeases Indebtedness of an Unrestricted Subsidiary;

(n)  Indebtedness, Disqualified Stock or Preferred Stock of (x) BP I, BP II or a Restricted Subsidiary Incurred to finance an acquisition, merger, consolidation or amalgamation or (y) Persons that constitutes Acquired Indebtedness; provided, however, that after giving effect to such acquisition or merger, consolidation or amalgamation, BP I or BP II would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant or the Fixed Charge Coverage Ratio of BP I and BP II on a combined basis would be greater than immediately prior to such acquisition or merger, consolidation or amalgamation;

(o)  Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourse to BP I, BP II or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(p)  Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

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(q)  Indebtedness of BP I, BP II or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;

(r)  Indebtedness representing deferred compensation or other similar arrangements to employees and directors of BP I, BP II or any Restricted Subsidiary Incurred in the ordinary course of business or in connection with the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith), an acquisition or any other Permitted Investment;

(s)  Indebtedness of BP I, BP II or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(t)  Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of BP I, BP II or any Restricted Subsidiary not in excess, at any one time outstanding, of 0.5% of Total Assets at the time of Incurrence;

(u)  Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (u), does not exceed 4.25% of Total Assets at the time of Incurrence (subject to the third paragraph of this covenant, it being understood that any Indebtedness Incurred under this clause (u) shall cease to be deemed Incurred or outstanding for purposes of this clause (u) but shall be deemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which BP I, BP II or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (u));

(v)  Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted hereunder and Refinancing Indebtedness thereof in an aggregate principal amount or liquidation preference not exceeding at any one time outstanding 200.0% of the net cash proceeds received by BP I, BP II and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests or Subordinated Shareholder Funding of BP I, BP II or any direct or indirect parent entity of BP I or BP II (which proceeds are contributed to BP I, BP II or a Restricted Subsidiary) or cash contributed to the capital of BP I or BP II (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, BP I, BP II or any of their respective Subsidiaries) as determined in accordance with clauses (2) and (3) of the definition of “Cumulative Credit” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “— Certain Covenants — Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

(w)  Indebtedness arising as a result of implementing composite accounting or other cash pooling arrangements involving solely BP I, BP II and the Restricted Subsidiaries or solely among Restricted Subsidiaries and entered into in the ordinary course of business and netting, overdraft protection and other arrangements among BP I, BP II, any Restricted Subsidiary and a bank arising under standard business terms of such bank at which BP I, BP II or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar arrangement;

(x)  Indebtedness consisting of Indebtedness issued by BP I, BP II or a Restricted Subsidiary to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of BP I, BP II or any of their direct or indirect parent companies to the extent described in clause (4) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”

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(y)  Indebtedness of BP I or any of its Restricted Subsidiaries consisting of obligations (including guarantees thereof) to repurchase equipment sold to customers or third party leasing companies pursuant to the terms of sale of such equipment in the ordinary course of business;

(z)  without limiting clause (a) of this paragraph, Indebtedness under local overdraft and other local working capital facilities in an aggregate principal amount not to exceed €125.0 million;

(aa)  Indebtedness in the form of deferred payment obligations under any arrangement permitted by clause (12) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments;” and

(bb)  Indebtedness of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers.

For purposes of determining compliance with this covenant:

(1)  in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (bb) above or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant; provided, however, that Indebtedness under the Credit Agreement outstanding or incurred on the Issue Date shall be deemed to have been Incurred pursuant to clause (a)(i) of Permitted Debt and the Issuers shall not be permitted to reclassify all or any portion of such Indebtedness under the Credit Agreement outstanding on the Issue Date; and

(2)  the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above, and in that connection shall be entitled to treat a portion of such Indebtedness as having been Incurred under the first paragraph above and thereafter the remainder of such Indebtedness having been Incurred under the second paragraph above.

Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, however, that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with this covenant, (i) the Euro Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided, however, that (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than euro, and such refinancing would cause the applicable euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) the Euro Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such Currency Agreements and (ii) the US Dollar Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or

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first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided, however, that (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than US Dollars, and such refinancing would cause the applicable US Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such US Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) the US Dollar Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such Currency Agreements.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that BP I, BP II and the Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

For all purposes of the Senior Secured Notes Indenture, (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured, (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral, (3) Indebtedness of such Person which is not guaranteed will not be treated as subordinated or junior to Indebtedness that is guaranteed merely because of such guarantee and (4) Indebtedness under any Secured Indebtedness will not be deemed to be subordinated because of the application of waterfall or other payment-ordering or collateral-sharing provisions affecting any such Secured Indebtedness.

Limitation on Restricted Payments.    The amount of our Cumulative Credit (as defined below) is calculated based on our net income since, and other transactions occurring from November 5, 2009 or October 1, 2009, as applicable.

The Senior Secured Notes Indenture provides that BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly:

(1)  declare or pay any dividend or make any distribution on account of BP I’s, BP II’s or any Restricted Subsidiaries’ Equity Interests or pay any amounts in respect of Subordinated Shareholder Funding, including any payment made in connection with any merger, amalgamation or consolidation involving BP I or BP II (other than (A) dividends or distributions by BP I or BP II payable solely in Equity Interests (other than Disqualified Stock) of BP I or BP II or in Subordinated Shareholder Funding of BP I or BP II; (B) dividends or distributions payable to BP I, BP II or a Restricted Subsidiary or (C) in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, such dividends or distributions paid to minority shareholders; provided, however, that BP I, BP II or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities (except to the extent non pro rata payments of such dividends or distributions are required by law or under the terms of any agreement in effect on the Issue Date));

(2)  purchase or otherwise acquire or retire for value any Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II, in each case held by Persons other than BP I, BP II or a Restricted Subsidiary;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Shareholder Funding, any Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) of BP I, BP II, the

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Issuers or any Senior Secured Note Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) any Subordinated Indebtedness between any of BP I, BP II and any Restricted Subsidiary or between any of the Restricted Subsidiaries); or

(4)  make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(a)  no Default shall have occurred and be continuing or would occur as a consequence thereof;

(b)  immediately after giving effect to such transaction on a pro forma basis, BP I or BP II could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

(c)  such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by BP I, BP II and the Restricted Subsidiaries after the RP Reference Date (and not returned or rescinded) (including Restricted Payments permitted by clauses (1), (4) (only to the extent of one-half of the amounts paid pursuant to such clause), (6) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the amount equal to the Cumulative Credit.

“Cumulative Credit” means the sum of (without duplication):

(1)  50% of the Consolidated Net Profit of BP I and BP II for the period (taken as one accounting period, the “Reference Period”) from the beginning of the fiscal quarter during which the RP Reference Date occurred to the end of the most recently ended fiscal quarter for which combined internal financial statements of BP I and BP II are available at the time of such Restricted Payment (or, in the case such Consolidated Net Profit for such period is a deficit, minus 100% of such deficit); plus

(2)  100% of the aggregate net proceeds, including cash and the Fair Market Value of property other than cash, received by BP I or BP II after the RP Reference Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (v) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of Equity Interests of BP I or BP II or Subordinated Shareholder Funding to BP I or BP II (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary); plus

(3)  100% of the aggregate amount of contributions to the capital of BP I or BP II received in cash and the Fair Market Value of property other than cash received after the RP Reference Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (v) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”); plus

(4)  the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of BP I, BP II or any Restricted Subsidiary thereof issued after the RP Reference Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in or Subordinated Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct or indirect parent of BP I or BP II; provided, however, in the case of any parent, such Indebtedness or Disqualified Stock is retired or extinguished; plus

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(5)  100% of the aggregate amount received after the RP Reference Date by BP I, BP II or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by BP I, BP II or any Restricted Subsidiary:

(A)  from the sale or other disposition (other than to BP I, BP II or a Restricted Subsidiary) of Restricted Investments made after the RP Reference Date by BP I, BP II or the Restricted Subsidiaries and from repurchases and redemptions after the RP Reference Date of such Restricted Investments from BP I, BP II or the Restricted Subsidiaries by any Person (other than BP I, BP II or any Restricted Subsidiaries) and from repayments of loans or advances and releases of guarantees, which constituted Restricted Investments made after the RP Reference Date (other than in each case to the extent that the Restricted Investment was made pursuant to clause (7) or (10) of the succeeding paragraph),

(B)  from the sale (other than to BP I, BP II or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

(C)  from a distribution or dividend from an Unrestricted Subsidiary; plus

(6)  in the event any Unrestricted Subsidiary of BP I or BP II has been redesignated as a Restricted Subsidiary after the RP Reference Date or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, BP I, BP II or a Restricted Subsidiary after the RP Reference Date, the Fair Market Value (and, if such Fair Market Value exceeds $30.0 million, such Fair Market Value shall be set forth in a written resolution of a majority of the Board of Directors of BP I) of the Investment of BP I or BP II in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) or (10) of the next succeeding paragraph or constituted a Permitted Investment).

The foregoing provisions will not prohibit:

(1)  the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Senior Secured Notes Indenture;

(2)  (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) or Subordinated Shareholder Funding of BP I, BP II, any direct or indirect parent of BP I, BP II or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests or Subordinated Shareholder Funding of BP I, BP II or any direct or indirect parent of BP I or BP II or contributions to the equity capital of BP I or BP II (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of BP I or BP II) (collectively, including any such contributions, “Refunding Capital Stock”), and

(b)  the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of BP I or BP II) of Refunding Capital Stock;

(3)  the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) of BP I, BP II or any Senior Secured Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of BP I, BP II or a Senior Secured Note Guarantor which is Incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a)  the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest and premiums (if any), of the Subordinated Indebtedness being so redeemed, repurchased, defeased,

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acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, and any defeasance costs, fees and expenses Incurred in connection therewith);

(b)  such Indebtedness is subordinated to the Senior Secured Notes or the related Senior Secured Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(c)  such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired or (y) 91 days following the maturity date of the Senior Secured Notes; and

(d)  such Indebtedness has a Weighted Average Life to Maturity at the time Incurred that is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date one year following the last maturity date of any Senior Secured Notes then outstanding were instead due on such date one year following the last date of maturity of the Senior Secured Notes; provided, however, that in the case of this subclause (d)(y), such Indebtedness does not provide for any scheduled principal payments prior to the maturity date of the Senior Secured Notes in excess of, or prior to, the scheduled principal payments due prior to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced or defeased;

(4)  a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II held by any future, present or former employee, director or consultant of BP I, BP II or any direct or indirect parent of BP I or BP II or any Subsidiary of BP I or BP II pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment (without giving effect to the following proviso) of $10.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a)  the cash proceeds received by BP I, BP II or any Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of BP I, BP II or any direct or indirect parent of BP I or BP II (to the extent contributed to BP I or BP II) to members of management, directors or consultants of BP I, BP II and the Restricted Subsidiaries or any direct or indirect parent of BP I or BP II that occurs after the Reference Date; provided, however, that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (2) of the first paragraph under “— Certain Covenants — Limitation on Restricted Payments”; plus

(b)  the cash proceeds of key man life insurance policies received by BP I, BP II or any direct or indirect parent of BP I or BP II (to the extent contributed to BP I or BP II) or the Restricted Subsidiaries after the Reference Date;

provided, however, that the Issuers may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year;

(5)  the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of BP I, BP II or any Restricted Subsidiaries issued or Incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

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(6)  (a)  the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Reference Date, (b) a Restricted Payment to any direct or indirect parent of BP I or BP II, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of BP I or BP II issued after the Reference Date and (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph; provided, however, that, (x) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, BP I and BP II would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 on a combined basis and (y) the aggregate amount of dividends declared and paid pursuant to (a) and (b) of this clause (6) does not exceed the net cash proceeds actually received by BP I and BP II from any such sale or issuance of Designated Preferred Stock (other than Disqualified Stock) issued after the Reference Date or contributed by Subordinated Shareholder Funding to BP I or BP II after the Reference Date;

(7)  Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8)  the payment of dividends on BP I’s or BP II’s ordinary shares (or a Restricted Payment to any direct or indirect parent of BP I or BP II to fund the payment by such direct or indirect parent of BP I or BP II of dividends on such entity’s ordinary shares) of up to 6% per annum of the net proceeds received by BP I or BP II from any public offering of ordinary shares of BP I or BP II or any of their direct or indirect parents;

(9)  Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;

(10)  other Restricted Payments in an aggregate amount not to exceed €50.0 million at the time made;

(11)  the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to BP I, BP II or a Restricted Subsidiary by, Unrestricted Subsidiaries;

(12)  Restricted Payments (a) to any direct or indirect parent of BP I or BP II in amounts required for such parent to pay national, state or local income taxes (as the case may be) imposed directly on such parent to the extent such income taxes are attributable to the income of BP I, BP II and the Restricted Subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which BP I, BP II or the Restricted Subsidiaries are members) or (b) to RGHL or any of its Affiliates relating to the transfer or surrender, in each case on arm’s-length terms, of any tax losses or other tax assets that can be used by BP I, BP II or a Restricted Subsidiary;

(13)  the payment of dividends, other distributions or other amounts or the making of loans or advances or any other Restricted Payment, if applicable:

(a)  in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including without limitation compliance and reporting expenses) of any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of BP I or BP II, if applicable, and their respective Subsidiaries; provided, however, that for so long as such direct or indirect parent owns no material assets other than Equity Interests in BP I or BP II or any direct or indirect parent of BP I or BP II, such fees and

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expenses shall be deemed for purposes of this clause 13(a) to be attributable to such ownership or operation;

(b)  in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, to pay interest and principal on Indebtedness the proceeds of which have been contributed to BP I, BP II or any Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, BP I or BP II Incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

(c)  in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, to pay fees and expenses, other than to Affiliates of BP I or BP II, related to any unsuccessful equity or debt offering of such parent.

(14)  Restricted Payments used to fund the Transactions, the 2009 Post-Closing Reorganization and the payment of fees and expenses incurred in connection with the Transactions and the 2009 Post-Closing Reorganization (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith and including payments made pursuant to the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document or the Graham Packaging Acquisition Document) or owed by BP I or BP II or any direct or indirect parent of BP I or BP II, as the case may be, or any Restricted Subsidiary to Affiliates for services rendered or goods sold, in each case to the extent permitted by the covenant described under “— Certain Covenants — Transactions with Affiliates;”

(15)  repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(16)  purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(17)  payments of cash, or dividends, distributions, advances or other Restricted Payments by BP I, BP II or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(18)  the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness constituting Acquired Indebtedness or any other Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) pursuant to the provisions similar to those described under the captions “— Change of Control” and “— Certain Covenants — Asset Sales,” provided that all Senior Secured Notes tendered by holders of the Senior Secured Notes in connection with a Change of Control or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value in accordance with the terms of the Senior Secured Notes Indenture;

(19)  payments or distributions to dissenting stockholders pursuant to applicable law or in connection with a consolidation, amalgamation, merger or transfer of all or Substantially All of the assets of BP I, BP II and the Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;” provided, however, that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer (if required by the Senior Secured Notes Indenture) and that all Senior Secured Notes tendered by holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value; and

(20)  Restricted Payments in an amount not to exceed an aggregate of €25.0 million made with the proceeds of the sale of Non-Strategic Land in accordance with the covenant described under “— Certain Covenants — Asset Sales;”

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10), (11) and (20), no Default shall have occurred and be continuing or would occur as a consequence thereof.

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BP II does not have any Subsidiaries, and all of BP I’s Subsidiaries, including the Issuers, are Restricted Subsidiaries. BP I and BP II will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by BP I, BP II and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will only be permitted if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries.    The Senior Secured Notes Indenture provides that BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)  (i)  pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to BP I, BP II or any Restricted Subsidiaries;

(b)  make loans or advances to BP I, BP II or any Restricted Subsidiaries; or

(c)  sell, lease or transfer any of its properties or assets to BP I, BP II or any Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:

(1)  contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Issuers’ Existing Indentures, the 2007 Senior Note Indenture, the 2007 Senior Subordinated Notes Indenture, and the 2007 UK Intercreditor Agreement, the August 2011 Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to the Senior Secured Credit Facilities and the Local Facilities;

(2)  the Senior Secured Notes Indenture, the Senior Secured Notes (and guarantees thereof), the Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;

(3)  applicable law or any applicable rule, regulation or order;

(4)  any agreement or other instrument of a Person acquired by BP I, BP II or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(5)  contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(6)  any Restricted Investment not prohibited by the covenant described under “— Certain Covenants — Limitation on Restricted Payments” and any Permitted Investment;

(7)  restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business;

(8)  customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business;

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(9)  Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course of business;

(10)  customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business;

(11)  any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(12)  any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date by the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (ii) if such encumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

(13)  any encumbrances or restrictions of the type referred to in clause (c) above existing by reason of any Lien permitted under the covenant described under “— Certain Covenants — Liens;”

(14)  any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good-faith judgment of the Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(15)  restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business.

For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of (or remedy bars in respect of) loans or advances made to BP I, BP II or a Restricted Subsidiary to other Indebtedness Incurred by BP I, BP II or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset Sales.    The Senior Secured Notes Indenture provides that BP I and BP II will not, and will not permit any Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) BP I, BP II or any Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by BP I, BP II or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided, however, that for purposes of clause (y) the amount of:

(a)  any liabilities (as shown on BP I’s, BP II’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of BP I, BP II or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Secured Notes or any Senior Secured Note Guarantee) that are assumed by the transferee of any such assets,

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(b)  any notes or other obligations or other securities or assets received by BP I, BP II or such Restricted Subsidiary from such transferee that are converted by BP I, BP II or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), and

(c)  any Designated Non-cash Consideration received by BP I, BP II or any Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 1.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value),

shall be deemed to be Cash Equivalents for the purposes of this provision.

Within 12 months after BP I, BP II or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, BP I, BP II or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

(1)  to repay (a) Obligations constituting First Lien Obligations (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any First Lien Obligations other than the Senior Secured Notes are repaid with the Net Proceeds of any Asset Sale, the Issuers will equally and ratably reduce Obligations under the Senior Secured Notes through open-market purchases (provided, however, that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Senior Secured Notes or (b) Obligations constituting Indebtedness of a Restricted Subsidiary of BP I that is not an Issuer or a Senior Secured Note Guarantor, in the case of each of clauses (a) and (b), other than Indebtedness owed to RGHL or its Affiliates;

(2)  to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I if it is not already a Restricted Subsidiary of BP I), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Similar Business; or

(3)  to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I), properties or assets that replace the properties and assets that are the subject of such Asset Sale.

In the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, BP I, BP II or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the prior binding commitment; provided further, however, that BP I, BP II or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale.

Pending the final application of any such Net Proceeds, BP I, BP II or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by the Senior Secured Notes Indenture. The Holders may not have control of, or a perfected security interest in, Net Proceeds of any Collateral, which could have the effect of diminishing the value of, and ability to collect with respect to, that Collateral. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the immediately two preceding paragraphs (it being understood that any portion of such Net Proceeds used to make an offer to purchase Senior Secured Notes, as described in clause (1) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds (determined by adding all Excess Proceeds since the Issue Date) exceeds €20.0 million, the Issuers shall make an offer to all holders of Senior Secured Notes (and, at the option of the Issuers, to holders of any First Lien Obligations of an

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Issuer or Senior Secured Note Guarantor or any other Indebtedness of a Restricted Subsidiary of BP I that is not an Obligor) (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of Senior Secured Notes (and such First Lien Obligations and other Indebtedness), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such First Lien Obligations or other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such First Lien Obligations or other Indebtedness, such lesser price, if any, as may be provided for by the terms of such First Lien Obligations or other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Senior Secured Notes Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed €20.0 million by mailing (or otherwise delivering in accordance with applicable DTC procedures) the notice required pursuant to the terms of the Senior Secured Notes Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Senior Secured Notes (and such First Lien Obligations or other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, BP I, BP II or such Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Secured Notes (and such First Lien Obligations or other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Secured Notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. An Asset Sale Offer need not be made by the Issuers until the date that is 12 months after the date on which an Asset Sale is made, the proceeds of which, in aggregate with all funds not applied in accordance with this covenant or the subject of an Asset Sale Offer, exceed €20.0 million.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Senior Secured Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Senior Secured Notes Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Senior Secured Notes Indenture by virtue thereof.

If more Senior Secured Notes (and such First Lien Obligations or other Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Senior Secured Notes for purchase will be made by the Trustee on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC, and any stock exchange on which the Senior Secured Notes are then admitted to trading; provided, however, that no Senior Secured Notes of $2,000 or less shall be purchased in part. Selection of such First Lien Obligations or other Indebtedness will be made pursuant to the terms of such First Lien Obligations or other Indebtedness.

An Asset Sale Offer insofar as it relates to the Senior Secured Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Offer Period”). No later than five Business Days after the termination of the applicable Offer Period the Issuers will purchase the principal amount of the Senior Secured Notes (and purchase or repay any relevant First Lien Obligations or other Indebtedness required to be so purchased or repaid as set out above) validly tendered.

To the extent that any portion of the Net Proceeds payable in respect of the Senior Secured Notes is denominated in a currency other than the currency in which the relevant Senior Secured Notes are denominated, the amount payable in respect of such Senior Secured Notes shall not exceed the net amount of funds in the currency in which such Senior Secured Notes are denominated as is actually received by BP I, BP II or such Restricted Subsidiary upon converting the relevant portion of the Net Proceeds into such currency.

Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid (or otherwise delivered in accordance with applicable DTC procedures) at least 30 but not more than 60 days before the purchase date to each holder of Senior Secured Notes at such holder’s registered address. If any Senior Secured Note is to be purchased in part only, any notice of purchase that relates to such Senior Secured Note shall state the portion of the principal amount thereof that has been or is to be purchased.

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The provisions under the Senior Secured Notes Indenture relating to the Issuers’ obligation to make an Asset Sale Offer may be waived or modified with the consent of a majority in principal amount of the Senior Secured Notes.

In the event that an Asset Sale occurs at a time when the Issuers are prohibited from purchasing Senior Secured Notes, the Issuers could seek the consent of their lenders to purchase the Senior Secured Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such a consent or repay such borrowings, the Issuers will remain prohibited from purchasing Senior Secured Notes. In such case, the Issuers’ failure to purchase tendered Senior Secured Notes would constitute an Event of Default under the Senior Secured Notes Indenture that is likely, in turn, to constitute a default under the Issuers’ other Indebtedness.

Transactions with Affiliates.    The Senior Secured Notes Indenture provides that BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 million, unless:

(a)  such Affiliate Transaction is on terms that are not materially less favorable to BP I, BP II or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by BP I, BP II or such Restricted Subsidiary with an unrelated Person; and

(b)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, BP I or BP II delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of BP I or BP II, approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.

An Affiliate Transaction shall be deemed to have satisfied the approval requirements set forth in the preceding paragraph if (i) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (ii) in the event there are no Disinterested Directors, a fairness opinion is provided by an Independent Financial Advisor with respect to such Affiliate Transaction.

The foregoing provisions will not apply to the following:

(1)  transactions between or among BP I, BP II or any Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) or between or among Restricted Subsidiaries or any Receivables Subsidiary and any merger, consolidation or amalgamation of BP I, BP II and any direct parent of BP I or BP II; provided, however, that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of BP I and BP II and such merger, consolidation or amalgamation is otherwise in compliance with the terms of the Senior Secured Notes Indenture and effected for a bona fide business purpose;

(2)  Restricted Payments permitted by the provisions of the Senior Secured Notes Indenture described above under the covenant “— Certain Covenants — Limitation on Restricted Payments” and Permitted Investments;

(3)  the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to Rank in an aggregate amount in any fiscal year not to exceed 1.5% of EBITDA of BP I, BP II and the Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expense reimbursement;

(4)  the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of BP I, BP II or any Restricted Subsidiary or any direct or indirect parent of BP I or BP II;

(5)  payments by BP I, BP II or any Restricted Subsidiaries to Rank made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including,

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without limitation, in connection with the Transactions, acquisitions or divestitures, which payments are (x) made pursuant to the agreements with Rank described in “Part I — Item 7. Major Shareholders and Related Party Transactions” in the RGHL Group’s Annual Report for the year ended December 31, 2011 or (y) approved by a majority of the Board of Directors of BP I or BP II in good faith;

(6)  transactions in which BP I, BP II or any Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to BP I, BP II or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(7)  payments or loans (or cancellation of loans) to directors, employees or consultants which are approved by a majority of the Board of Directors of BP I or BP II in good faith;

(8)  any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Senior Secured Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith by senior management or the Board of Directors of BP I or BP II;

(9)  the existence of, or the performance by BP I, BP II or any Restricted Subsidiaries of its obligations under the terms of, the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document, the Credit Agreement Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement, any shareholders’ agreement, (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or any other agreement or arrangement in existence on the Issue Date or described in this Offering Circular and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by BP I, BP II or any Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Senior Secured Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

(10)  the execution of the Transactions, the 2009 Post-Closing Reorganization and the payment of all fees and expenses, bonuses and awards related to the Transactions, including fees to Rank, that are described in this Offering Circular or contemplated by the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document or by any of the other documents related to the Transactions;

(11)  (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Senior Secured Notes Indenture, which are fair to BP I, BP II and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of BP I or BP II, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(12)  any transaction effected as part of a Qualified Receivables Financing or a Financing Disposition;

(13)  the issuance of Equity Interests (other than Disqualified Stock) of BP I or BP II or Subordinated Shareholder Funding to any Person;

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(14)  the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding or entering into of employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of BP I or BP II or any direct or indirect parent of BP I or BP II or of a Restricted Subsidiary of BP I or BP II, as appropriate;

(15)  the entering into and performance of any tax sharing agreement or arrangement and any payments permitted by clause (12) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”

(16)  any contribution to the capital of BP I or BP II;

(17)  transactions permitted by, and complying with, the provisions of the covenant described under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;”

(18)  transactions between BP I, BP II or any Restricted Subsidiaries and any Person, a director of which is also a director of BP I, BP II or any direct or indirect parent of BP I or BP II; provided, however, that such director abstains from voting as a director of BP I, BP II or such direct or indirect parent, as the case may be, on any matter involving such other Person;

(19)  pledges of Equity Interests of Unrestricted Subsidiaries;

(20)  the formation and maintenance of any consolidated or combined group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(21)  any employment agreements entered into by BP I, BP II or any Restricted Subsidiaries in the ordinary course of business; and

(22)  intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officer of BP I or BP II in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of BP I, BP II and their respective Subsidiaries and not for the purpose of circumventing any covenant set forth in the Senior Secured Notes Indenture.

Liens.    The Senior Secured Notes Indenture provides that BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of BP I, BP II or such Restricted Subsidiary (including Capital Stock or Indebtedness of a Restricted Subsidiary), whether owned on the Issue Date or acquired thereafter, or any interest therein or any income, profits or proceeds therefrom securing any Indebtedness, except Permitted Liens.

In addition, the Senior Secured Notes Indenture provides that at any time the First Lien Obligations consist solely of the Senior Secured Notes and other Public Debt that contains limitations similar to those set forth under “— Security — Limitations on Stock Collateral,” BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create, incur or suffer to exist any Lien on any Excluded Stock Collateral, except for any Lien in favor of the Senior Secured Notes and any other First Lien Obligations consisting of Public Debt with substantially similar limitations as those set forth under “— Security — Limitations on Stock Collateral.”

Reports and Other Information.    Notwithstanding that RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, RGHL (and the Issuers) will file with or furnish to the SEC (and provide the Trustee and holders of the Senior Secured Notes with copies thereof, without cost to each holder, within 15 days after it files or furnishes them, as the case may be, with the SEC),

(1)  within the time period specified in the SEC’s rules and regulations, annual reports on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form); provided, however, that, prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law,

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(2)  within 60 days after the end of each fiscal quarter other than the fourth fiscal quarter of any year, the information that would be required by a report on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers)); provided, however, that prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law, and

(3)  promptly from time to time after the occurrence of an event required to be reported on Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers), the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 8-K will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers));

provided, however, that RGHL (and the Issuers) shall not be so obligated to file or furnish such reports with the SEC if the SEC does not permit such filing or furnishing, in which event RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of Senior Secured Notes, in addition to providing such information to the Trustee and the holders of the Senior Secured Notes, in each case within 15 days after the time RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, by providing the Trustee and the secured noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the secured noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.

Notwithstanding the foregoing, the annual reports, information, documents and other reports filed or furnished with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full force and effect, RGHL, BP I and BP II shall make available to the Trustee and the secured noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in full force and effect.

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Notwithstanding the foregoing, RGHL will be deemed to have filed or furnished such reports referred to above to the Trustee and the holders of the Senior Secured Notes if RGHL has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

The Senior Secured Notes Indenture also provides that, so long as any of the Senior Secured Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the Exchange Act, each Issuer will make available to the holders of the Senior Secured Notes and to prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.

Future Senior Secured Note Guarantors.    The Senior Secured Notes Indenture provides that each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to (a) any Indebtedness under any Credit Agreement or (b) any Public Debt of BP I, BP II, an Issuer or any Senior Secured Note Guarantor, in each case, will execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the Senior Secured Notes; provided, however, that notwithstanding the foregoing:

(a)  [reserved];

(b)  [reserved];

(c)  [reserved];

(d)  with respect to any Restricted Subsidiary not referred to in clause (a) above, to the extent the foregoing obligation is triggered by Indebtedness or Public Debt existing as of the Issue Date, the relevant Restricted Subsidiary shall only be required to enter into its respective Senior Secured Note Guarantee as soon as reasonably practicable;

(e)  no Senior Secured Note Guarantee shall be required as a result of any Indebtedness or guarantee of Indebtedness that existed at the time such Person became a Restricted Subsidiary if the Indebtedness or guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

(f)  no such Senior Secured Note Guarantee need be secured unless required pursuant to the “Future Collateral” covenant;

(g)  if such Indebtedness is by its terms expressly subordinated to the Senior Secured Notes or any Senior Secured Note Guarantee, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Senior Secured Note Guarantee of the Senior Secured Notes at least to the same extent as such Indebtedness is subordinated to the Senior Secured Notes or any other senior guarantee;

(h)  no Senior Secured Note Guarantee shall be required as a result of any guarantee given to a bank or trust company incorporated in any member state of the European Union as of the date of the Senior Secured Notes Indenture or any commercial banking institution that is a member of the US Federal Reserve System (or any branch, Subsidiary or Affiliate thereof), in each case having combined capital and surplus and undivided profits of not less than $500.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cash management programs established for BP I’s and BP II’s benefit or that of any Restricted Subsidiary;

(i)  no Senior Secured Note Guarantee shall be required if such Senior Secured Note Guarantee would not be required pursuant to the applicable provisions of the Agreed Security Principles;

(j)  no Senior Secured Note Guarantee shall be required from a US Controlled Foreign Subsidiary or a Financial Assistance Restricted Subsidiary;

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(k)  no Senior Secured Note Guarantee shall be required if such Senior Secured Note Guarantee could reasonably be expected to give rise to or result in (x) personal liability for, or material risk of personal liability for, the officers, directors or shareholders of BP I, BP II, any parent of BP I or BP II or any Restricted Subsidiary, (y) any violation of, or material risk of violation of, applicable law that cannot be avoided or otherwise prevented through measures reasonably available to BP I, BP II or any such Restricted Subsidiary, including, for the avoidance of doubt, “whitewash” or similar procedures or (z) any significant cost, expense, liability or obligation (including with respect of any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses Incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (y) undertaken in connection with, such Senior Secured Note Guarantee, which cannot be avoided through measures reasonably available to BP I, BP II or any such Restricted Subsidiary; and

(l)  each such Senior Secured Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

The Senior Secured Note Guarantees shall be released in accordance with the provisions of the Senior Secured Notes Indenture described under “— Senior Secured Note Guarantees.”

Bank of Thailand Approval.    The Senior Secured Notes Indenture provides that within 135 days after the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion) SIG Combibloc Ltd. (Thailand) (the “Thai Guarantor”) shall apply to the Bank of Thailand for, and use commercially reasonable efforts to obtain, in-principle approval for the remittance of any foreign currency sum pursuant to the Thai Guarantor’s obligation to make any payment under its guarantee of the Senior Secured Notes (the “Thai Senior Secured Notes Guarantee”).

In respect of any in-principle approval of the Bank of Thailand granted to the Thai Guarantor, the Thai Guarantor agrees to: (i) when it is required to remit the foreign currency sum pursuant to its obligation of payment under the Thai Senior Secured Note Guarantee, comply with the Bank of Thailand’s requirements set out in such in-principle approval for obtaining the final approval of the Bank of Thailand for the remittance of such sum (to the full amount of its guarantee obligations), within the time limits specified by the Bank of Thailand (if any); (ii) if such in-principle approval has an expiry date, apply for the renewal or extension of such approval prior to the expiry date of such approval, so long as any of the obligations under the Thai Senior Secured Note Guarantee are outstanding; and (iii) comply with the conditions set out in the final approval (if any) to allow the Thai Guarantor to remit the approved foreign currency sum (to the fullest extent) for the payment under the Thai Senior Secured Note Guarantee.

Limitation on Restricted Subsidiaries.    RGHL will not, and will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take any action which action or omission could reasonably be expected to or would have the result of any Subsidiary of Pactiv being a “Restricted Subsidiary” within the meaning of the Pactiv Base Indenture.

Fiscal Year.    Each Issuer at all times will have the same fiscal year as BP I and BP II.

Limitations on Amendment of 2007 Senior Subordinated Notes.    Except with the consent of the Holders of a majority in outstanding aggregate principal amount of the Senior Secured Notes, BP II and the Obligors will not amend the 2007 Senior Subordinated Note Indenture or the notes and guarantees in respect of the foregoing if such amendment would result in any of the following:

(a)  the principal obligor in respect of the 2007 Senior Subordinated Notes not being either RGHL or BP II;

(b)  (x) except as may be otherwise permitted under the Senior Secured Notes Indenture under “— Certain Covenants — Future Senior Secured Note Guarantors,” any Restricted Subsidiary other than a Senior Secured Note Guarantor or an Issuer guaranteeing the 2007 Senior Notes or the 2007 Senior Subordinated Notes or (y) such guarantees not being subordinated to the Senior Secured Notes and Senior Secured Note Guarantees pursuant to the 2007 UK Intercreditor Agreement; or

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(c)  the terms of the 2007 Senior Subordinated Notes relating to subordination being materially less favorable overall to the Holders.

Impairment of Security Interest.    Subject to the following paragraph, BP I shall not, and shall not permit any Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Issuers), have the result of materially impairing the value of the security interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Trustee and the Holders of the Senior Secured Notes (including materially impairing the lien priority of the Senior Secured Notes with respect thereto) (it being understood that any release described under “Security — Release of Collateral” and the incurrence of Permitted Liens shall not be deemed to so materially impair the security interests with respect to the Collateral); provided, however, that BP I, BP II and the Restricted Subsidiaries may Incur Permitted Liens and Liens otherwise permitted pursuant to “— Certain Covenants — Liens.”

The Senior Secured Notes Indenture provides that, at the direction of the Issuers and without the consent of the Holders, the Trustee (or its agent or designee) shall from time to time enter into one or more amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Liens or Liens otherwise permitted under “— Certain Covenants — Liens,” (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Issuers deliver to the Trustee, either:

(a)  a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of BP I, BP II and their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or

(b)  an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and required under the Agreed Security Principles, perfected, Liens.

Future Collateral.    Subject to the Agreed Security Principles, as promptly as reasonably practicable after the acquisition by the Issuers or any Senior Secured Note Guarantor of any After-Acquired Collateral, the Issuers or such Senior Secured Note Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Trustee a valid and, to the extent applicable in the applicable jurisdiction and required under the Agreed Security Principles, perfected, security interest, subject only to Permitted Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral (but subject to certain limitations, if applicable), added to the Collateral, and thereupon all provisions of the Senior Secured Notes Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect; provided, however, that if granting such security interest in such After-Acquired Collateral requires the consent of a third party, the Issuers will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee on behalf of the Holders of the Senior Secured Notes; provided further, however, that if such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the Issuers or such Senior Secured Note Guarantor, as the case may be, will not be required to provide such security interest. Under the commercially reasonable efforts standard, the Issuers will not be obligated to seek to obtain consent if, in the good faith determination of BP I, to do so would have a material adverse effect on the ability of the Issuers or the relevant Senior Secured Note Guarantors to conduct their operations and business in the ordinary course or if, in good faith determination of BP I, to do so would be inconsistent with the Agreed Security Principles.

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Covenant Suspension.    If (i) the Senior Secured Notes have Investment Grade Ratings from both Rating Agencies, and the Issuers have delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under the Senior Secured Notes Indenture, then, beginning on that day, BP I, BP II and the Restricted Subsidiaries will not be subject to the covenants (and related defaults) specifically listed under the following captions in this “Description of the Senior Secured Notes” (the “Suspended Covenants”):

(1)  “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(2)  “— Limitation on Restricted Payments;”

(3)  “— Dividend and Other Payment Restrictions Affecting Subsidiaries;”

(4)  “— Asset Sales;”

(5)  “— Transactions with Affiliates;”

(6)  “— Future Senior Secured Note Guarantors;”

(7)  “— Future Collateral;”

(8)  clause (4) of the first paragraph of “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;” and

(9)  “— Change of Control.”

In the event that BP I, BP II and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Senior Secured Notes Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Senior Secured Notes below an Investment Grade Rating or (b) BP I, BP II or any of their Affiliates enters into an agreement to effect a transaction that would result in a breach of a Suspended Covenant if not so suspended and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Senior Secured Notes below an Investment Grade Rating, then BP I, BP II and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Senior Secured Notes Indenture. Such covenants will not, however, be of any effect with regard to the actions of BP I, BP II and the Restricted Subsidiaries properly taken during the continuance of the covenant suspension and the covenant described under “— Certain Covenants — Limitation on Restricted Payments” shall be interpreted as if it had been in effect since the RP Reference Date except that no Default will be deemed to have occurred and will not occur solely by reason of a Restricted Payment made during the covenant suspension.

During the continuance of the covenant suspension, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary.

There can be no assurance that the Senior Secured Notes will ever achieve or maintain Investment Grade Ratings.

Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets

The Senior Secured Notes Indenture provides that each of BP I, BP II and each of the Issuers may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not BP I, BP II or any Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets in one or more related transactions, to any Person unless:

(1)  BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than BP I, BP II, the US Issuer I, the US Issuer II, or the Luxembourg

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Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of any member state of the European Union on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand (BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, or such Person, as the case may be, being herein called the “Successor Company”); provided, however, that in the case where the surviving Person is not a corporation, a co-obligor of the Senior Secured Notes is a corporation;

(2)  the Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) expressly assumes all the obligations of BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under its Senior Secured Note Guarantee (if applicable) and the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable Security Documents pursuant to supplemental indentures or other documents or instruments in form and substance satisfactory to the Trustee;

(3)  immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(4)  immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either:

(a)  the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

(b)  the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for BP I, BP II and the Restricted Subsidiaries immediately prior to such transaction;

(5)  if the Successor Company is not BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, the Issuers and each Senior Secured Note Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations under the Senior Secured Notes Indenture, Senior Secured Notes and Senior Secured Note Guarantees, the Security Documents, First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement, as applicable, shall apply to such Person’s obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Security Documents, the First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement and Senior Secured Note Guarantees; and

(6)  the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with the Senior Secured Notes Indenture; provided, however, that in giving such opinion such counsel may rely on an Officers’ Certificate as to compliance with the foregoing clauses (3) and (4) and as to any matters of fact.

The Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) will succeed to, and be substituted for, BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under the applicable Senior Secured Note Guarantee (if applicable), the Senior Secured Notes Indenture, the applicable Security Documents, the First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement, and in such event BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, will automatically be released and discharged from its obligations under the applicable Senior Secured Note Guarantee and the Senior Secured Notes Indenture, the applicable Security Documents, the

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First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary (other than an Issuer) may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to BP I, BP II or to another Restricted Subsidiary, and (b) BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer in a member state of (or in another member state of) the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand or may convert into a limited liability company, so long as the amount of Indebtedness of BP I, BP II and the Restricted Subsidiaries is not increased thereby. The provisions set forth in this “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among BP I, BP II and the Restricted Subsidiaries.

The Senior Secured Notes Indenture further provides that, subject to certain limitations in the Senior Secured Notes Indenture governing release of a Senior Secured Note Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Senior Secured Note Guarantor, no Senior Secured Note Guarantor (other than RGHL) will, and BP I and BP II will not permit any Senior Secured Note Guarantor (other than RGHL) to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Senior Secured Note Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets in one or more related transactions to, any Person unless:

(1)  either (a) such Senior Secured Note Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Senior Secured Note Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of any member state of the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand (such Senior Secured Note Guarantor or such Person, as the case may be, being herein called the “Successor Senior Secured Note Guarantor”), and the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) expressly assumes all the obligations of such Senior Secured Note Guarantor under the Senior Secured Notes Indenture, the relevant Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form satisfactory to the Trustee, or (b) if such sale or disposition or consolidation, amalgamation or merger is with a Person other than BP I, BP II or any Restricted Subsidiary, such sale or disposition or consolidation, amalgamation or merger is not in violation of the covenant described above under the caption “— Certain Covenants — Asset Sales;” and

(2)  the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Senior Secured Notes Indenture.

Subject to certain limitations described in the Senior Secured Notes Indenture, in a transaction to which the immediately preceding paragraph 1(a) applies, the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) will succeed to, and be substituted for, such Senior Secured Note Guarantor under the Senior Secured Notes Indenture and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee, and such Senior Secured Note Guarantor will automatically be released and discharged from its obligations under the Senior Secured Notes Indenture and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee. Notwithstanding the foregoing, (1) a Senior Secured Note Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Senior Secured Note Guarantor in a member state of (or another member state of) the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand so long as the amount of Indebtedness of the Senior Secured Note Guarantor is not increased thereby, and (2) a Senior Secured Note Guarantor may merge, amalgamate or consolidate with another Senior Secured Note Guarantor, an Issuer, BP I or BP II.

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In addition, notwithstanding the foregoing, any Senior Secured Note Guarantor may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets (collectively, a “Transfer”) to (x) BP I, an Issuer or any Senior Secured Note Guarantor or (y) any Restricted Subsidiary that is not a Senior Secured Note Guarantor; provided, however, that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed 5.0% of the consolidated assets of BP I, BP II, the Issuers and the Senior Secured Note Guarantors as shown on the most recent available combined consolidated balance sheet of BP I, BP II, the Issuers and the Restricted Subsidiaries after giving effect to each such Transfer and including all Transfers occurring from and after the Issue Date (excluding Transfers in connection with the transactions described in this Offering Circular). Subject to the foregoing, upon a Transfer to a Restricted Subsidiary that is not a Senior Secured Note Guarantor, any Collateral subject to security interests in favor of the Senior Secured Notes will be automatically released from such security interests and the Senior Secured Notes will no longer have the benefit of such Collateral.

Additional Covenants.    The Senior Secured Notes Indenture also contains covenants with respect to the following matters: (a) payment of the principal, premium, any Additional Amounts and interest; (b) maintenance of an office or agency in New York; and (c) arrangements regarding the handling of money held.

Defaults

An Event of Default is defined in the Senior Secured Notes Indenture as:

(1)  a default in any payment of interest on any Senior Secured Note when due, continued for 30 days;

(2)  a default in the payment of principal or premium, if any, of any Senior Secured Note when due at its Stated Maturity, upon optional redemption, upon required repurchase (other than with respect to any Change of Control Payment, which shall be governed by clause (4) below), upon declaration or otherwise;

(3)  the failure by BP I, BP II, the Issuers or any Restricted Subsidiary to comply with the covenants described under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;”

(4)  the failure by BP I, BP II or any Restricted Subsidiary to comply for 60 days after notice with its other agreements contained in the Senior Secured Notes or the Senior Secured Notes Indenture (other than a failure to purchase Senior Secured Notes);

(5)  the failure by BP I, BP II, an Issuer or any Significant Subsidiary to pay any Indebtedness for borrowed money or evidenced by bonds, notes, debentures or similar instruments (other than Indebtedness owing to BP I, BP II or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $30.0 million or its foreign currency equivalent (the “cross-acceleration provision”);

(6)  certain events of bankruptcy, insolvency or reorganization of BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer (the “bankruptcy provisions”);

(7)  failure by BP I, BP II, an Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the “judgment default provision”); or

(8)  any Senior Secured Note Guarantee of RGHL, BP I or a Significant Subsidiary (or any Senior Secured Note Guarantee of one or more Senior Secured Note Guarantors that collectively would represent a Significant Subsidiary) ceases to be in full force and effect (except as contemplated by the terms thereof or the terms of the Senior Secured Notes Indenture or the First Lien Intercreditor Agreement) or BP I, BP II or any Senior Secured Note Guarantor that qualifies as a Significant Subsidiary (or one or more Senior Secured Note Guarantors that collectively would represent a Significant Subsidiary) denies or disaffirms its obligations under the Senior Secured Notes Indenture or any Senior Secured Note Guarantee and such Default continues for 20 days; or

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(9)  the security interest in the Collateral created under any Security Document shall, at any time, cease to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by the Senior Secured Notes Indenture for any reason other than the satisfaction in full of all obligations under the Senior Secured Notes Indenture and discharge of the Senior Secured Notes Indenture or in accordance with the terms of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement or as provided under “Security — Release of Collateral” above or any security interest created under any Security Document shall be invalid or unenforceable (other than any such failure to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by the Senior Secured Notes Indenture or any invalidity or unenforceability that would not be material to the Holders) or RGHL, BP I, an Issuer or any Person granting Collateral the subject of any such security interest shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and in each case (but only in the event that such failure to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by the Senior Secured Notes Indenture or such invalidity or unenforceability or failure to be perfected or such assertion is capable of being cured without imposing any new hardening period, in equity or at law, to which such security interest was not otherwise subject immediately prior to such failure or assertion, other than any such hardening period that is also applicable to any other Lien over the relevant Collateral) such failure or such assertion shall have continued uncured for a period of (x) 30 days after the Issuers become aware of such failure with respect to any Collateral of a Domestic Subsidiary of BP I (other than Collateral which is an Equity Interest of a Foreign Subsidiary) or (y) 60 days after the Issuers become aware of such failure otherwise (the “security default provision”).

The foregoing constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (4) (other than a failure to purchase Senior Secured Notes) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of outstanding Senior Secured Notes of such series notify the Issuers of the default and the Issuers do not cure or cause the cure of such default within the time specified in clause (4) hereof, after receipt of such notice.

If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, holds or owns any Equity Interest of an Issuer occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Senior Secured Notes by notice to the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Senior Secured Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, holds or owns any Equity Interest of an Issuer occurs, the principal of, premium, if any, and interest on all the Senior Secured Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding Senior Secured Notes may rescind any such acceleration with respect to the Senior Secured Notes and its consequences.

In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Senior Secured Notes, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Senior Secured Notes as described above be annulled, waived or rescinded upon the happening of any such events.

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Subject to the provisions of the Senior Secured Notes Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Senior Secured Notes Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Senior Secured Notes Indenture or the Senior Secured Notes unless:

(1)  such Holder has previously given the Trustee notice that an Event of Default is continuing,

(2)  Holders of at least 25% in principal amount of the outstanding Senior Secured Notes have requested the Trustee to pursue the remedy,

(3)  such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,

(4)  the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

(5)  the Holders of a majority in principal amount of the outstanding Senior Secured Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of outstanding Senior Secured Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Secured Notes Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior Secured Notes Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. We cannot assure you that indemnification satisfactory to the Trustee will be on commercially reasonable terms or terms acceptable to holders of the Senior Secured Notes such that an agreement will be reached and the Trustee will act on behalf of the secured noteholders.

The Senior Secured Notes Indenture provides that if a Default occurs and is continuing and has been notified to the Trustee, the Trustee must mail (or otherwise deliver in accordance with applicable DTC procedures) to each holder of Senior Secured Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after written notice of it is received by the Trustee. In addition, the Issuers are required to deliver to the Trustee, within 120 days after the end of each fiscal year and in any event, within 14 days of request by the Trustee, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers also are required to deliver to the Trustee (i) as soon as any of them become aware of the occurrence of an Event of Default, written notice of the occurrence of such Event of Default and (ii) within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action BP I, BP II or any Issuer is taking or proposes to take in respect thereof.

Additional Intercreditor Agreements

The Senior Secured Notes Indenture provides that, at the request of the Issuers, in connection with the Incurrence by BP I, BP II or the Restricted Subsidiaries of any Indebtedness for borrowed money permitted pursuant to the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” constituting First Lien Obligations or Subordinated Indebtedness of BP I, BP II, any Issuer or any Senior Secured Note Guarantor, BP I, BP II, the Issuers, the relevant Restricted Subsidiaries and the Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representatives) one or more intercreditor agreements (each an “Additional Intercreditor Agreement”) on substantially the same terms as one or both of the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement (or, in each case, on terms not materially less favorable to the holders of the Senior Secured Notes), including containing substantially the same terms with respect to enforcement and release of Senior Secured Note Guarantees and Collateral; provided, however, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely

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affect the rights, duties, liabilities or immunities of the Trustee under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement.

The Senior Secured Notes Indenture also provides that, at the direction of the Issuers and without the consent of secured noteholders, the Trustee shall from time to time enter into one or more amendments to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by BP I, BP II or a Restricted Subsidiary (including with respect to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Senior Secured Notes), (3) add parties to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or an Additional Intercreditor Agreement, including Senior Secured Note Guarantors, or successors, including successor trustees or other Representatives, (4) secure the Senior Secured Notes (including Additional Senior Secured Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder, (5) make provision for pledges of any collateral to secure the Senior Secured Notes (including any Additional Senior Secured Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder or (6) make any other change to any such agreement that does not adversely affect the Senior Secured Notes in any material respect. The Issuers shall not otherwise direct the Trustee to enter into any amendment to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the holders representing a majority in aggregate principal amount of the Senior Secured Notes then outstanding, except as otherwise permitted below under “— Amendments and Waivers,” and the Issuers may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under the Senior Secured Notes Indenture or the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement.

The Senior Secured Notes Indenture also provides that each secured noteholder, by accepting a Senior Secured Note, shall be deemed to have agreed to and accepted the terms and conditions of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and the performance by the Trustee of its obligations and the exercise of its rights thereunder and in connection therewith. A copy of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement shall be made available for inspection during normal business hours on any Business Day upon prior written request at the offices of the Trustee.

Amendments and Waivers

Subject to certain exceptions, the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents may be amended with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, no amendment may, among other things:

(1)  reduce the amount of Senior Secured Notes whose holders must consent to an amendment;

(2)  reduce the rate of or extend the time for payment of interest on any Senior Secured Note;

(3)  reduce the principal of or extend the Stated Maturity of any Senior Secured Note;

(4)  reduce the premium or amount payable upon the redemption of any Senior Secured Note, change the time at which any Senior Secured Note may be redeemed as described under “— Optional Redemption,” or “— Redemption for Taxation Reasons;”

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(5)  make any Senior Secured Note payable in money other than that stated in such Senior Secured Note:

(6)  expressly subordinate the Senior Secured Notes or any Senior Secured Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Secured Note Guarantor not otherwise permitted by the Senior Secured Notes Indenture;

(7)  impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Secured Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Senior Secured Notes;

(8)  make any change in the amendment provisions which require the holder’s consent as described in this sentence or in the waiver provisions;

(9)  change the provisions of the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the interests of the Holders in any material respect; or

(10)  make any change in the provisions of the Senior Secured Notes Indenture described under “— Withholding Taxes” that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Secured Notes or the Senior Secured Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any Senior Secured Note Guarantees by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result. For purposes of this paragraph (10) a “Relevant Taxing Jurisdiction” shall include the United States.

Without the consent of the holders of the requisite percentage of the aggregate principal amount of the Senior Secured Notes then outstanding required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes), no amendment or waiver may release from the Lien of the Senior Secured Notes Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects one series of Senior Secured Notes, such amendment or waiver shall also require the consent of the holders of at least the requisite percentage of the aggregate principal amount of such adversely affected series of Senior Secured Notes required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes).

Without the consent of any Holder, BP I, the Issuers, the Trustee and the Collateral Agent may amend the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document (1) to cure any ambiguity, omission, mistake, defect or inconsistency, (2) to give effect to any provision of the Senior Secured Notes Indenture (including the release of any Senior Secured Note Guarantees or security interest in any Collateral in accordance with the terms of the Senior Secured Notes Indenture), (3) to comply with the covenant under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets,” (4) to provide for the assumption by a Successor Company of the obligations of any Issuer under the Senior Secured Notes Indenture and the Senior Secured Notes, to provide for the assumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the Senior Secured Notes Indenture and its Senior Secured Note Guarantee, (5) to provide for uncertificated Senior Secured Notes in addition to or in place of certificated Senior Secured Notes; provided, however, that the uncertificated Senior Secured Notes are issued in registered form for purposes of Section 163(f) of the Code, (6) to add a Senior Secured Note Guarantee with respect to the Senior Secured Notes, (7) to add assets to the Collateral, (8) to release Collateral from any Lien pursuant to the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents, (9) to the extent necessary to provide for the granting of a security interest for the benefit of any Person;

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provided, however, that the granting of such security interest is not prohibited under “— Certain Covenants — Impairment of Security Interest” or otherwise under the Senior Secured Notes Indenture, (10) to add to the covenants of the Issuers, BP I, BP II or any Senior Secured Note Guarantor for the benefit of the Holders or to surrender any right or power conferred upon BP I or BP II, (11) to make any change that does not adversely affect the rights of any Holder, (12) to evidence and give effect to the acceptance and appointment under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a successor Trustee, (13) to provide for the accession of the Trustee to any instrument in connection with the Senior Secured Notes, (14) to make certain changes to the Senior Secured Notes Indenture to provide for the issuance of Additional Senior Secured Notes, (15) to comply with any requirement of the SEC in connection with the qualification of the Senior Secured Notes Indenture under the Trust Indenture Act, if such qualification is required, or (16) to conform the text of the Senior Secured Notes Indenture or the Senior Secured Notes to any provision of this description of the senior secured notes, to the extent such provision in this description of the senior secured notes was intended to be a verbatim recitation of a provision of the Senior Secured Notes Indenture or the Senior Secured Notes.

The consent of the noteholders is not necessary under the Senior Secured Notes Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Senior Secured Notes Indenture becomes effective, the Issuers are required to mail (or otherwise deliver in accordance with applicable DTC procedures) to the respective noteholders a notice briefly describing such amendment. However, the failure to give such notice to all noteholders entitled to receive such notice, or any defect therein, will not impair or affect the validity of the amendment.

No Personal Liability of Directors, Officers, Employees, Managers and Stockholders

No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, the Senior Secured Notes Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of a Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and Exchange

A noteholder may transfer or exchange Senior Secured Notes in accordance with the Senior Secured Notes Indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a noteholder to pay any taxes required by law or permitted by the Senior Secured Notes Indenture. The Issuers are not required to transfer or exchange any Senior Secured Note selected for redemption or to transfer or exchange any Senior Secured Note for a period of 15 days prior to a selection of Senior Secured Notes to be redeemed. The Senior Secured Notes will be issued in registered form and the registered holder of a Senior Secured Note will be treated as the owner of such Note for all purposes.

Satisfaction and Discharge

The Senior Secured Notes Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration or transfer or exchange of Senior Secured Notes, as expressly provided for in the Senior Secured Notes Indenture) as to all outstanding Senior Secured Notes when:

(1)  either (a) all the Senior Secured Notes theretofore authenticated and delivered (except lost, stolen or destroyed Senior Secured Notes which have been replaced or paid and Senior Secured Notes for whose

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payment money, US Government Obligations, or a combination thereof, has theretofore been deposited in trust or segregated and held by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Senior Secured Notes (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Senior Secured Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Senior Secured Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2)  BP I, BP II, an Issuer or the Senior Secured Note Guarantors have paid all other sums payable under the Senior Secured Notes Indenture; and

(3)  the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Senior Secured Notes Indenture relating to the satisfaction and discharge of the Senior Secured Notes Indenture have been complied with; provided, however, that any counsel may rely on an Officers’ Certificate as to matters of fact.

Defeasance

The Issuers at any time may terminate all their obligations under the Senior Secured Notes and the Senior Secured Notes Indenture (“legal defeasance”), and cure any existing Defaults and Events of Default, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Senior Secured Notes, to replace mutilated, destroyed, lost or stolen Senior Secured Notes and to maintain a registrar and paying agent in respect of the Senior Secured Notes. The Issuers at any time may terminate their obligations under the covenants described under “— Certain Covenants,” the operation of the cross-acceleration provision and the bankruptcy provisions with respect to Significant Subsidiaries, and the security default provision and the judgment default provision described under “— Defaults” and the undertakings and covenants contained under “— Change of Control” and “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” (“covenant defeasance”). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Senior Secured Note Guarantor will be released from all of its obligations with respect to its Senior Secured Note Guarantee and the Issuers and each Senior Secured Note Guarantor will be released from all of its obligations with respect to the Security Documents.

The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Senior Secured Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Senior Secured Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respect only to Significant Subsidiaries), (7) or (8) under “— Defaults” or because of the failure of the Issuers to comply with clause (4) under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.”

In order to exercise its defeasance option, the Issuers must irrevocably deposit (the “defeasance trust”) with the Trustee money, US Government Obligations, or a combination thereof, for the payment of principal, premium (if any) and interest on the Senior Secured Notes to redemption or maturity, as the case may be, and must comply with certain other conditions set out in the Senior Secured Notes Indenture, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Senior Secured Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and will be subject to US federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable US federal income tax law).

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Concerning the Trustee

The Bank of New York Mellon is the Trustee under the Senior Secured Notes Indenture.

If the Trustee becomes a creditor of the Issuers or any Senior Secured Note Guarantor, the Senior Secured Notes Indenture and the Trust Indenture Act limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Senior Secured Notes Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Secured Notes Indenture at the request of any Holder of Senior Secured Notes, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Notices

All notices to secured noteholders will be validly given if mailed to them at their respective addresses in the register of the Holders of the Senior Secured Notes, if any, maintained by the Registrar (or otherwise delivered in accordance with applicable DTC procedures). In addition, for so long as any Senior Secured Notes are represented by Global Senior Notes, all notices to Holders of the Senior Secured Notes will be delivered to DTC, which will give such notices to the holders of Book-Entry Interests.

Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided, however, that, if notices are mailed (or otherwise delivered in accordance with applicable DTC procedures), such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed or delivered. Any notice or communication mailed to a noteholder shall be mailed to such Person by first-class mail or other equivalent means (or otherwise delivered in accordance with applicable DTC procedures) and shall be sufficiently given to him if so mailed or delivered within the time prescribed. Failure to mail (or otherwise deliver in accordance with applicable DTC procedures) a notice or communication to a secured noteholder or any defect in it shall not affect its sufficiency with respect to other secured noteholders. If a notice or communication is mailed or delivered in the manner provided above, it is duly given, whether or not the addressee receives it.

Currency Indemnity and Calculation of Dollar-denominated Restrictions

The US Dollar is the sole currency of account and payment for all sums payable by BP I, BP II, the Issuers or any Senior Secured Note Guarantor under or in connection with the Senior Secured Notes, including damages. Any amount with respect to the Senior Secured Notes received or recovered in a currency other than US Dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or any Senior Secured Note Guarantor or otherwise by any secured noteholder or by the Trustee, in respect of any sum expressed to be due to it from the Issuers or any Senior Secured Note Guarantor will only constitute a discharge to the Issuers or any Senior Secured Note Guarantor to the extent of the US Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that US Dollar amount is less than the US Dollar amount expressed to be due to the recipient or the Trustee under any Senior Secured Note, BP I, BP II, the Issuers and any Senior Secured Note Guarantor will indemnify such recipient and/or the Trustee against any loss sustained by it as a result. In any event, BP I, BP II, the Issuers and any Senior Secured Note Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the holder of a Senior Secured Note or the Trustee to certify in a manner satisfactory to the Issuers (indicating the sources of information used) the loss it Incurred in making any such purchase. These

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indemnities constitute a separate and independent obligation from BP I, BP II, the Issuers and any Senior Secured Note Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any holder of a Senior Secured Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Senior Secured Note or to the Trustee.

Except as otherwise specifically set forth herein, (a) for purposes of determining compliance with any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that is denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is Incurred or made, as the case may be, and (b) for purposes of determining compliance with any US Dollar-denominated restriction herein, the US Dollar Equivalent amount for purposes hereof that is denominated in a non-US Dollar currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-US Dollar amount is Incurred or made, as the case may be.

Consent to Jurisdiction and Service

Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors has irrevocably and unconditionally: (1) submitted itself and its property in any legal action or proceeding relating to the Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (2) consented that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (3) designated and appointed the US Issuer II, at 160 Greentree Drive, Suite 101, Dover, DE 19904 and Reynolds Group Holdings Inc., with offices at 200 Tri-State International Drive, Suite 500, Lincolnshire, IL 60069 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to the Senior Secured Notes Indenture or the transactions contemplated thereby that may be instituted in any Federal or state court in the State of New York (and each of them will accept such appointments); and (4) agreed that service of any process, summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in the Senior Secured Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court.

Enforceability of Judgments

Since a significant portion of the assets (including assets constituting the Collateral) of BP I, BP II, the Issuers and the Senior Secured Note Guarantors are outside the United States, any judgment obtained in the United States against BP I, BP II, the Issuers or any Senior Secured Note Guarantor, including judgments with respect to the payment of principal, premium, interest, Additional Amounts, redemption price and any purchase price with respect to the Senior Secured Notes, may not be collectable within the United States.

Governing Law

The Senior Secured Notes Indenture provides that it and the Senior Secured Notes are governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. Notwithstanding anything to the contrary, articles 86 to 94-8 of the Luxembourg law of August 10, 1915 on commercial companies shall not be applicable in respect of the Senior Secured Notes.

The First Lien Intercreditor Agreement provides that it is governed by, and construed in accordance with, the laws of the State of New York.

The 2007 UK Intercreditor Agreement provides that it is governed by, and construed in accordance with, the laws of England.

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Unless granted under a Security Document governed by the law of the jurisdiction of an Obligor, under English law or under the applicable laws of the United States (or any state therein), all Security Documents (other than share security over an Obligor’s Subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of organization of that Obligor; provided, however, that for certain receivables security and other related assets, such security may be governed by the laws of the jurisdiction of organization of the creditor or that governs the underlying receivable.

See “Certain Insolvency and Other Local Law Considerations” and “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — Enforcing your rights as a holder of the notes, or under the guarantees or the security, across multiple jurisdictions may be difficult.”

Book-Entry, Delivery and Form

General

The Senior Secured Notes sold will be represented by one or more global Senior Secured Notes (collectively, the “Global Senior Secured Notes”). The Global Senior Secured Notes will be deposited upon issuance with a custodian for the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

In the event that Additional Senior Secured Notes are issued pursuant to the terms of the Senior Secured Notes Indenture, the Issuers may, in their sole discretion, cause some or all of such Additional Senior Secured Notes, if any, to be issued in the form of one or more global Senior Secured Notes (the “Additional Global Senior Secured Notes”) and registered in the name of and deposited with the nominee of DTC.

Ownership of beneficial interests in each Global Senior Secured Note and ownership of interests in each Additional Global Senior Secured Note (the “Book-Entry Interests”) will be limited to persons that have accounts with the Depositary or persons that may hold interests through such participants. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and their participants. As used in this section, “Depositary” means, with respect to the Global Senior Secured Notes and the Additional Global Senior Secured Notes, if any, DTC.

The Book-Entry Interests will not be held in definitive form. Instead, the Depositary will credit on its book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge or grant any other security interest in Book-Entry Interests. In addition, while the Senior Secured Notes are in global form, “holders” of Book-Entry Interests may not be considered the owners or “holders” of Senior Secured Notes for purposes of the Senior Secured Notes Indenture.

So long as the Senior Secured Notes and any Additional Senior Secured Notes are held in global form, DTC (or its nominee), may be considered the sole holder of Global Senior Secured Notes for all purposes under the Senior Secured Notes Indenture. As such, participants must rely on the procedures of DTC, and indirect participants must rely on the procedures of DTC and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the Senior Secured Notes Indenture.

The Issuers and the Trustee and their respective agents will not have any responsibility or be liable for any aspect of the records relating to the Book-Entry Interests.

Issuance of Definitive Registered Senior Secured Notes

Under the terms of the Senior Secured Notes Indenture, owners of Book-Entry Interests will not receive definitive Senior Secured Notes in registered form (“Definitive Registered Senior Secured Notes”) in exchange for their Book-Entry Interests unless (a) the Issuers have consented thereto in writing, or such transfer or exchange is made pursuant to one of clauses (i), (ii) or (iii) of this paragraph and (b) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the applicable provisions of the Senior Secured Notes Indenture. Subject to applicable provisions of the Senior Secured Notes Indenture,

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Definitive Registered Senior Secured Notes shall be transferred to all owners of Book-Entry Interests in the relevant Global Senior Secured Note if:

(i)  the Issuers notify the Trustee in writing that the Depositary is unwilling or unable to continue to act as depositary and the Issuers do not appoint a successor depositary within 120 days;

(ii)  the Depositary so requests if an Event of Default under the Senior Secured Notes Indenture has occurred and is continuing; or

(iii)  the Issuers, at their option, notify the Trustee in writing that they elect to issue Definitive Registered Senior Secured Notes under the Senior Secured Notes Indenture.

In such an event, Definitive Registered Senior Secured Notes will be issued and registered in the name or names and issued in denominations of $2,000 in principal amount and integral multiples of $1,000 as requested by or on behalf of the Depositary (in accordance with its customary procedures and certain certification requirements and based upon directions received from participants reflecting the beneficial ownership of the Book-Entry Interests), and such Definitive Registered Senior Secured Notes will bear the restrictive legend referred to in “Transfer Restrictions,” unless that legend is not required by the Senior Secured Notes Indenture or applicable law. Payment of principal of, and premium, if any, and interest on the Senior Secured Notes shall be payable at the place of payment designated by the Issuers pursuant to the Senior Secured Notes Indenture; provided, however, that at the Issuers’ option, payment of interest on a Senior Secured Note may be made by check mailed to the person entitled thereto to such address as shall appear on the Senior Secured Note register.

Redemption of the Global Senior Secured Notes

In the event any Global Senior Secured Note, or any portion thereof, is redeemed, the Depositary will distribute the amount received by it in respect of the Global Senior Secured Note so redeemed to the holders of the Book-Entry Interests in such Global Senior Secured Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by the Depositary in connection with the redemption of such Global Senior Secured Note (or any portion thereof).

We understand that under existing practices of DTC, if fewer than all of the Senior Secured Notes are to be redeemed at any time, DTC will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of less than $2,000 in principal amount may be redeemed in part.

Payments on Global Senior Secured Notes

Payments of any amounts owing in respect of the Global Senior Secured Notes for the Senior Secured Notes (including principal, premium, interest, additional interest and Additional Amounts) will be made by the Issuers in US Dollars to the paying agents under the Senior Secured Notes Indenture. The paying agents will, in turn, make such payments to the Depositary or its nominee, as the case may be, which will distribute such payments to their respective participants in accordance with their respective procedures.

Under the terms of the Senior Secured Notes Indenture, the Issuers, the Trustee and the paying agents will treat the registered holder of the Global Senior Secured Notes as the owner thereof for the purpose of receiving payments and other purposes under the Senior Secured Notes Indenture. Consequently, the Issuers, the Trustee and the paying agents and their respective agents have not and will not have any responsibility or liability for:

• any aspect of the records of the Depositary or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest, for any such payments made by the Depositary or any participant or indirect participants, or maintaining, supervising or reviewing the records of the Depositary or any participant or indirect participant relating to or payments made on account of a Book-Entry Interest; or

• the Depositary or any participant or indirect participant.

Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such participants, as is the case with securities held for the accounts of customers registered in “street name.”

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Action by Owners of Book-Entry Interests

We understand that the Depositary will take any action permitted to be taken by a holder of Senior Secured Notes only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Senior Secured Notes are credited and only in respect of such portion of the aggregate principal amount of Senior Secured Notes as to which such participant or participants has or have given such direction. The Depositary will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Senior Secured Notes. However, if there is an Event of Default under the Senior Secured Notes, the Depositary reserves the right to exchange the Global Senior Secured Notes for Definitive Registered Senior Secured Notes in certificated form, and to distribute such Definitive Registered Senior Secured Notes to its respective participants.

Transfers

Transfers of any Global Senior Secured Note shall be limited to transfers of such Global Senior Secured Note in whole, but (subject to the provisions described above under “— Book-Entry, Delivery and Form — Issuance of Definitive Registered Senior Secured Notes,” to provisions described below in the section “— Book-Entry, Delivery and Form — Transfers” and the applicable provisions of the Senior Secured Notes Indenture), not in part, to the Depositary, its successors or its nominees.

Subject to the foregoing, Book-Entry Interests may be transferred and exchanged in a manner otherwise in accordance with the terms of the Senior Secured Notes Indenture. Any Book-Entry Interest in one of the Global Senior Secured Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in another Global Senior Secured Note will, upon transfer, cease to be a Book-Entry Interest in the first mentioned Global Senior Secured Note and become a Book-Entry Interest in the relevant Global Senior Secured Note, and accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in such other Global Senior Secured Note for as long as that person retains such Book-Entry Interests.

Definitive Registered Senior Secured Notes, if any, may be transferred and exchanged for Book-Entry Interests in a Global Senior Secured Note only pursuant to the terms of the Senior Secured Notes Indenture and, if required, only after the transferor first delivers to the Trustee a written certificate (in the form provided in the Senior Secured Notes Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Senior Secured Notes. See “Plan of Distribution.”

Global Clearance and Settlement Under the Book-Entry System

Initial Settlement

Initial settlement for the Senior Secured Notes will be made in US Dollars. In the case of Book-Entry Interests held through DTC, such Book-Entry Interests will be credited to the securities custody account of DTC holders, as applicable, on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading

The Book-Entry Interests will trade through participants of the Depositary, and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading any Book-Entry Interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Clearing Information

We expect that the Senior Secured Notes will be accepted for clearance through the facilities of DTC.

Information Concerning DTC

All Book-Entry Interests will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and

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procedures of each settlement system are controlled by such settlement system and may be changed at any time. We are not responsible for those operations or procedures.

We understand the following with respect to DTC:

DTC was created to hold securities for its participants and facilitate the clearance and settlement transactions among its participants. It does this through electronic book-entry changes in the accounts of securities participants, eliminating the need for physical movement of securities certificates. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC’s owners are the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. and a number of its direct participants. Others, such as banks, brokers and dealers and trust companies that clear through or maintain a custodial relationship with a direct participant also have access to the DTC system and are known as indirect participants.

The information in this section concerning DTC and its book-entry systems has been obtained from sources we believe to be reliable, but we take no responsibility for the accuracy thereof.

Certain Definitions

“2007 Credit Agreement” means the senior facilities agreement dated May 11, 2007, among, among others, BP I and Credit Suisse as mandated lead arranger, agent, issuing bank and security trustee, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens”) or altering the maturity thereof.

“2007 Notes” means the 2007 Senior Notes and the 2007 Senior Subordinated Notes.

“2007 Notes Collateral” means (x) all of the capital stock of BP I and (y) the receivables under the intercompany loans, each dated June 29, 2007 and between BP II and BP I in respect of the proceeds from the 2007 Senior Notes and the 2007 Senior Subordinated Notes, as from time to time amended, supplemented or modified.

“2007 Notes Security Documents” means the agreements or other instruments entered into or to be entered into between, inter alios, the collateral agent under the 2007 Senior Note Indenture and 2007 Senior Subordinated Note Indenture, the trustee under the 2007 Senior Note Indenture and 2007 Senior Subordinated Note Indenture, RGHL and BP II pursuant to which security interests in the 2007 Notes Collateral are granted to secure the 2007 Senior Notes and the 2007 Senior Subordinated Notes from time to time, as from time to time amended, supplemented or modified.

“2007 Senior Note Indenture” means the indenture dated as of June 29, 2007, among BP II, the Senior Note Guarantors from time to time party thereto and as defined therein, the Trustee, as trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland) Limited, as paying agent in Dublin and transfer agent, and Credit Suisse, as security agent.

“2007 Senior Notes” means the 8% Senior Notes due 2016 issued pursuant to the 2007 Senior Note Indenture.

“2007 Senior Subordinated Note Indenture” means the indenture dated as of June 29, 2007, among BP II, the Subordinated Guarantors from time to time party thereto and as defined therein, the Trustee, as trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland) Limited, as paying agent in Dublin and transfer agent, and Credit Suisse, as security agent.

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“2007 Senior Subordinated Notes” means the 9 ¹/₂% Senior Subordinated Notes due 2017 issued pursuant to the 2007 Senior Subordinated Note Indenture.

“2007 UK Intercreditor Agreement” means the intercreditor agreement dated May 11, 2007, among RGHL, BP I, the senior lenders identified therein, Credit Suisse, as senior agent thereunder, the senior issuing banks as identified therein, the subordinated bridging lenders, Credit Suisse, as subordinated bridging agent, Credit Suisse, as security trustee, and the other parties identified therein, as amended on November 5, 2009, and as amended, supplemented or modified from time to time thereafter.

“2009 Indenture” means the indenture dated as of November 5, 2009, among Reynolds Group DL Escrow Inc., Reynolds Group Escrow LLC and The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Collateral Agent, as supplemented, amended and modified from time to time thereafter.

“2009 Note Documents” means (a) the 2009 Notes, the guarantees with respect to the 2009 Notes, the 2009 Indenture, the 2009 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any 2009 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

“2009 Notes” means the 7.750% Senior Secured Notes due 2016 issued pursuant to the 2009 Indenture.

“2009 Post-Closing Reorganization” means the transactions contemplated in that certain Post-Closing Steps dated as of October 31, 2009, prepared by RGHL.

“2009 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the 2009 Indenture) are granted to secure the 2009 Notes and the guarantees thereof.

“Acquired Indebtedness” means, with respect to any specified Person:

(1)  Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person (including, for the avoidance of doubt, Indebtedness Incurred by such other Person in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person); and

(2)  Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the acquisition by BP III of the Target, by way of purchase of all the Target Shares (i) from RGHL prior to the Reference Date, (ii) under the Offer and Squeeze-Out, (iii) by way of market purchases and (iv) by way of over the counter purchases.

“Acquisition Documents” means the Offer Prospectus, the Pre-Announcement and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date or thereafter (so long as any amendment, supplement or modification after the Issue Date, together with all other amendments, supplements and modifications after the Issue Date, taken as a whole, is not more disadvantageous to the holders of the Senior Secured Notes in any material respect than the Acquisition Documents as in effect on the Issue Date).

“Additional Intercreditor Agreement” has the meaning specified under “— Additional Intercreditor Agreements.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“After-Acquired Collateral” means any property of any Issuer or any Senior Secured Note Guarantor that secures any First Lien Obligations, subject to the Agreed Security Principles.

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“Agreed Security Principles” means the following:

(A) Considerations

(1)  The security that will be provided in support of the Obligations (as defined in the First Lien Intercreditor Agreement) will be given in accordance with certain security principles (the “Security Principles”) set forth below.

(2)  The Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from the Issuers and Senior Secured Note Guarantors. However, it is acknowledged that to the extent the Security Principles conflict with the specific provisions of the Senior Secured Notes Indenture or any Security Document (other than those explicitly qualified by these Security Principles), the provisions of the Senior Secured Notes Indenture or such Security Document will prevail.

(3)  For purposes of the Security Principles, “value” refers to fair market value; provided, however, that if no fair market value is readily ascertainable, value shall refer to book value determined in accordance with GAAP (as defined in the Senior Secured Credit Facilities) (consistently applied), as of the date of the most recently ended fiscal quarter for which financial statements are available.

(4)  For purposes of the covenants set forth in the Senior Secured Notes Indenture and Security Documents, the Applicable Representative from time to time shall make all determinations on behalf of the noteholders with respect to these Security Principles and the Senior Secured Notes shall not be entitled to any Collateral not also available on the same priority basis in respect of the Senior Secured Credit Facilities, any other Credit Agreement or other Public Debt.

The Security Principles are as follows:

(a)  general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims, exchange control restrictions and similar principles may limit the ability of Issuers and Senior Secured Note Guarantors to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise; the Issuers and Senior Secured Note Guarantors will use reasonable endeavours to provide the maximum permissible credit support and to assist in demonstrating that adequate corporate benefit accrues to any relevant entity;

(b)  the entities required to provide guarantees and security and the extent of the perfection of such security may be limited where the Applicable Representative reasonably determines in consultation with the Loan Parties (in each case as used in this definition, such term as defined in the Senior Secured Credit Facilities) that the cost to the Loan Parties (including for the avoidance of doubt, any material tax costs to the Loan Parties taken as a whole) of providing guarantees and security is excessive in relation to the benefit accruing to the Secured Parties (as defined in the First Lien Intercreditor Agreement);

(c)  any assets subject to third party arrangements which are permitted by the Senior Secured Notes Indenture and which prevent those assets from being subject to a Lien will not be subject to a Lien in any relevant Security Document; provided, however, that reasonable endeavours to obtain consent to such Lien shall be used by the relevant Issuer or Senior Secured Note Guarantor if the relevant asset is material and if seeking such consent will not adversely affect the business of the Issuer or Senior Secured Note Guarantor or their commercial relationships;

(d)  guarantees and security will not be required from companies that are not Wholly Owned Subsidiaries (such term, as used throughout these Security Principles, to exclude directors’ qualifying shares and similar insignificant minority ownership interests). Where security is provided by a wholly owned subsidiary of any Issuer or Senior Secured Note Guarantor (whether direct or indirect) and such subsidiary subsequently ceases to be wholly owned but remains a subsidiary, there shall be no requirement for the release of such guarantee or security;

(e)  RGHL and its Subsidiaries (the “Group”) will not be required to grant Senior Secured Note Guarantees or enter into Security Documents if it would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any

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officer; provided, however, that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle; provided further, however, that the above limitation shall be assessed in respect of the obligations of such member of the Group under the Credit Documents (as defined in the First Lien Intercreditor Agreement) generally and not just the Senior Secured Note Guarantee or security being granted by that member of the Group;

(f)  neither RGHL nor any of its Subsidiaries will be required to grant guarantees or enter into Security Documents where there would be a significant tax disadvantage in doing so. Without limiting the generality of the foregoing, neither RGHL nor any of its Subsidiaries shall be required to give a Senior Secured Note Guarantee or a pledge of its assets if such Person is a US Controlled Foreign Subsidiary, and in no event shall more than 65% of the total outstanding voting Equity Interests of such an entity be required to be pledged;

(g)  perfection of security, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Senior Secured Notes Indenture and Security Documents therefor or (if earlier or to the extent no such time periods are specified in the Senior Secured Notes Indenture and Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of security granted will not be required if it would have a material adverse effect on the ability of the relevant Issuer or Senior Secured Note Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Senior Secured Indenture and Security Documents;

(h)  the Collateral Agent (acting in its own right or on behalf of the relevant Secured Parties (in each case used in this definition, as defined in the First Lien Intercreditor Agreement)) shall be able to enforce the security granted by the Security Documents without any restriction from (i) the constitutional documents of any of the Issuers and Senior Secured Note Guarantors, to the extent that such restrictions can be removed under relevant law, (ii) any of the Issuers and Senior Secured Note Guarantors which is or whose assets are the subject of such Security Document (but subject to any inalienable statutory or common law rights which the Issuers and Senior Secured Note Guarantors may have to challenge such enforcement) or (iii) any shareholders of the foregoing not party to the relevant Security Document, to the extent that it is within the power of the Issuers and Senior Secured Note Guarantors to ensure that such restrictions do not apply;

(i)  the maximum secured amount may be limited to minimize stamp duty, notarisation, registration or other applicable fees, taxes and duties;

(j)  where a class of assets to be secured by an Obligor includes material and immaterial assets, the Issuers and the Administrative Agent under the Senior Secured Credit Facilities (or such other Applicable Representative) may agree a threshold in respect of such assets and direct the Collateral Agent to act accordingly;

(k)  the only owned real property owned by RGHL and its Subsidiaries required to be pledged on the Issue Date or as soon as reasonably practicable thereafter, but, in any event, at the same time such pledge is given in respect of the Senior Secured Credit Facilities, will be the real property pledged in respect of the Senior Secured Credit Facilities at such time. Neither RGHL nor any of its Subsidiaries will be required to pledge any real property owned by RGHL or such Subsidiaries unless the value of such real property exceeds €5.0 million. Neither RGHL nor any of its Subsidiaries will be required to pledge any property in which it has a leasehold interest;

(l)  unless granted under a global Security Document governed by the law of the jurisdiction of the Issuers or a Senior Secured Note Guarantor or New York law, all security (other than share security over subsidiaries of the Issuers or a Senior Secured Note Guarantor) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that entity; provided, however, that for certain receivables security, such security may be governed by the law of the jurisdiction of incorporation or domicile of the creditor or the law that governs the underlying receivable;

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(m)  other than where intellectual property is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for intellectual property with a value greater than €1.0 million. Security interests in intellectual property will be registered solely in the jurisdiction of incorporation of the entity that owns such intellectual property; provided, however, that, with respect to intellectual property that is material to such entity, to the extent the registration of a security interest in or the taking of any other commercially reasonable actions with respect to, such intellectual property in any other jurisdiction is necessary to ensure that the Secured Parties would be able to realize upon the value of the secured intellectual property in the event of enforcement action, such registration or other actions will be taken in such other jurisdiction as the Collateral Agent may reasonably request taking into account the cost to the Loan Parties of such registration in relation to the benefit accruing to the Secured Parties;

(n)  security interests will be taken over only those insurance policies of the Issuers and Senior Secured Note Guarantors that are material to the Group as a whole, as reasonably determined by the Administrative Agent under the Senior Secured Credit Facilities (or other Applicable Representative, as applicable);

(o)  other than where equipment is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for manufacturing equipment with a value greater than €250,000;

(p)  security interests will be provided over the equity of any Subsidiary that is not a Loan Party only if (i) it is organized in a jurisdiction where one or more Loan Party is organized, (ii) as of the last day of the fiscal quarter of RGHL most recently ended for which financial statements are available, it had gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of Consolidated Total Assets (as defined in the Senior Secured Credit Facilities) or (iii) for the period of four consecutive fiscal quarters of RGHL most recently ended for which financial statements are available, it had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA (as such terms are defined in the Senior Secured Credit Facilities);

(q)  no security interest will be provided over the equity of any Subsidiary that (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any indebtedness outstanding; and

(r)  security interests shall not be required in respect of any bank account that has an average daily balance of less than $200,000 (or its equivalent in other currencies) (and any other bank account as the Administrative Agent under the Senior Secured Credit Facilities may reasonably otherwise agree to exclude) unless such security is constituted automatically under a global Security Document or a floating charge or other similar all-asset security interest (in which case any perfection related obligations (including the delivery of notices or entering into of deposit account control agreements) or reporting requirements shall not apply to such bank account).

For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or for the continuance of any security, stamp duties, out-of-pocket expenses and other fees and expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, Subsidiaries or Affiliates.

(B)  Senior Secured Note Guarantors and Security

Each Senior Secured Note Guarantee is an upstream, cross-stream and downstream guarantee of all the Obligations with respect to the Senior Secured Notes and the Senior Secured Note Guarantees, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations with respect to the Senior Secured Notes and the Senior Secured Note Guarantees.

Subject to these Security Principles, the security package shall include stock and other membership interests issued by the Issuers and Senior Secured Note Guarantors and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each

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case owned by an Issuer or Senior Secured Note Guarantor and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to the Senior Secured Notes Indenture and Security Documents, be given by the Issuers and Senior Secured Note Guarantors formed in that jurisdiction.

To the extent possible, all security shall be given in favour of the Collateral Agent and not the Holders individually; provided, however, that any accessory security (akzessorische Sicherheit) governed by Swiss and German law shall be given in favour of the Collateral Agent and Secured Parties (as defined in the First Lien Intercreditor Agreement) individually if so required by the Applicable Representative. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the First Lien Intercreditor Agreement and not the individual Security Documents unless required under local laws. To the extent possible, the grant of security in the Collateral shall be structured, documented or otherwise implemented in a manner so that there should be no action required to be taken in relation to the security when any noteholder transfers an interest in the Senior Secured Notes to another party. To the extent such action is required, the Applicable Representative shall not require the Collateral Agent to obtain security in such asset giving rise to the requirement for such action upon a transfer of an interest in the Senior Secured Notes to another party.

The Issuers and Senior Secured Note Guarantors will be required to pay the reasonable costs of any re-execution, notarisation, re-registration, amendment or other perfection requirement for any security on any transfer by a Holder to a new Holder on or prior to the date on which the Initial Purchasers notify RGHL that primary distribution of the Senior Secured Notes is complete. Otherwise the cost or fee shall be for the account of the transferee Holder.

2. Terms of Security Documents

The following principles will be reflected in the terms of any security taken as part of this transaction:

(a)  the security will be first ranking, to the extent possible;

(b)  security will (to the extent possible under local law) not be enforceable unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred and is continuing;

(c)  any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the Credit Agreement, the Senior Secured Notes Indenture or any Additional Agreement (as defined in the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the “Principal Loan Documents”) the commercial deal set out in the Principal Loan Documents (save to the extent that applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted thereunder);

(d)  the provisions of each security document will not be unduly burdensome on the relevant Issuer or Senior Secured Note Guarantor granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations;

(e)  information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security or (ii) necessary or advisable to enforce the security; provided, however, that such information need not be provided by an Issuer or Senior Secured Note Guarantor pursuant to this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the case of third-party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships;

(f)  the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Issuer or Senior Secured Note Guarantor granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;

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(g)  security will, where possible and practical, automatically create security over future assets of the same type as those already secured;

(h)  notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law to perfect such security or if a Default has occurred and is continuing;

(i)  in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Principal Loan Documents; and

(j)  in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Issuer or Senior Secured Note Guarantor that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Issuer or Senior Secured Note Guarantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur.

“Applicable Premium” (as determined by the Issuers) means, with respect to any Senior Secured Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Senior Secured Note and (ii) the excess, if any, of (A) the present value at such redemption date of (1) the redemption price of such Senior Secured Note on October 15, 2015 (such redemption price being described in the first paragraph under “— Optional Redemption” exclusive of any accrued interest and additional interest, if any) plus (2) all required remaining scheduled interest payments due on such Senior Secured Note through October 15, 2015 (excluding accrued but unpaid interest and additional interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate at the redemption date plus 50 basis points over (B) the principal amount of such Senior Secured Note on such redemption date.

“Applicable Representative” has the meaning given to such term under “— Security — Brief Summary of Security Documents and Intercreditor Agreements.”

“Asset Sale” means:

(1)  the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) outside the ordinary course of business of BP I, BP II or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or

(2)  the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to BP I, BP II or a Restricted Subsidiary and other than the issuance of Preferred Stock of a Restricted Subsidiary issued in compliance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) (whether in a single transaction or a series of related transactions),

in each case other than:

(a)  a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, surplus or worn-out property or equipment in the ordinary course of business;

(b)  transactions permitted pursuant to the provisions described above under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control;

(c)  any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “— Certain Covenants — Limitation on Restricted Payments” or any Permitted Investment;

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(d)  any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value of less than $15.0 million;

(e)  any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary to RGHL or by BP I, BP II or a Restricted Subsidiary to BP I, BP II or a Restricted Subsidiary;

(f)  any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater Fair Market Value or, as determined in good faith by senior management or the Board of Directors of BP I or BP II, to be of comparable or greater usefulness to the business of BP I, BP II and the Restricted Subsidiaries as a whole;

(g)  foreclosure, exercise of termination rights or any similar action with respect to any property or any other asset of BP I, BP II or any Restricted Subsidiaries;

(h)  any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i)  the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(j)  any sale of inventory, trading stock or other assets in the ordinary course of business;

(k)  any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

(l)  an issuance of Capital Stock pursuant to an equity incentive or compensation plan approved by the Board of Directors;

(m)  dispositions consisting of the granting of Permitted Liens;

(n)  dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(o)  any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than BP I, BP II or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(p)  any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(q)  a Financing Disposition or a transfer (including by capital contribution) of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary or any Restricted Subsidiary (x) in a Qualified Receivables Financing or (y) pursuant to any other factoring on arm’s length terms or (z) in the ordinary course of business;

(r)  the sale of any property in a Sale/Leaseback Transaction not prohibited by the Senior Secured Notes Indenture with respect to any assets built or acquired by BP I, BP II or any Restricted Subsidiary after the Reference Date;

(s)  in the ordinary course of business, any lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater Fair Market Value or, as determined in good faith by senior management or the Board of Directors of BP I or BP II, to be of comparable or greater usefulness to the business of BP I, BP II and the Restricted Subsidiaries as a whole; provided, however, that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “— Certain Covenants — Asset Sales;” and

(t)  sales or other dispositions of Equity Interests in joint ventures in existence on the Issue Date.

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“August 2011 Note Documents” means (a) the August 2011 Senior Secured Notes, the guarantees with respect to the August 2011 Senior Secured Notes, the August 2011 Senior Secured Indenture, the August 2011 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any August 2011 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

“August 2011 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the August 2011 Senior Secured Indenture) are granted to secure the August 2011 Senior Secured Notes and the guarantees thereof.

“August 2011 Senior Indenture” means the senior notes indenture dated as of August 9, 2011, among US Issuer I (as successor to the US LLC Escrow Issuer), US Issuer II (as successor to the US Corporate Escrow Issuer), the Luxembourg Issuer, the guarantors from time to time parties thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“August 2011 Senior Note Guarantee” means any guarantee of the obligations of the Issuers under the August 2011 Senior Indenture and the August 2011 Senior Notes by any Person in accordance with the provisions of the August 2011 Senior Indenture.

“August 2011 Senior Notes” means the 9.875% Senior Notes due 2019 issued pursuant to the August 2011 Senior Indenture.

“August 2011 Senior Secured Indenture” means the senior secured notes indenture dated as of August 9, 2011, among US Issuer I (as successor to the US LLC Escrow Issuer), US Issuer II (as successor to the US Corporate Escrow Issuer), the Luxembourg Issuer, the guarantors from time to time parties thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Collateral Agent, Registrar and Transfer Agent, Wilmington Trust (London) Limited, as Additional Collateral Agent, and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“August 2011 Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuers under the August 2011 Senior Secured Indenture and the August 2011 Senior Secured Notes by any Person in accordance with the provisions of the August 2011 Senior Secured Indenture.

“August 2011 Senior Secured Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that entered into the August 2011 Senior Secured Indenture (other than the Issuers) on September 8, 2011 and (y) any Person that subsequently becomes an August 2011 Senior Secured Note Guarantor in accordance with the terms of the August 2011 Senior Secured Indenture; provided, however, that upon the release or discharge of such Person from its August 2011 Senior Secured Note Guarantee in accordance with the August 2011 Senior Secured Indenture, such Person shall cease to be an August 2011 Senior Secured Note Guarantor.

“August 2011 Senior Secured Notes” means the 7.875% Senior Secured Notes due 2019 issued pursuant to the August 2011 Senior Secured Indenture.

“Bank Indebtedness” means any and all amounts payable under or in respect of any Credit Agreement (which may include First Lien Obligations, including Additional Senior Secured Notes), the other Credit Agreement Documents and any Local Facility Agreement, in each case as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of such Credit Agreement or Local Facility Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to RGHL, BP I or BP II whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

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“BP II” means Beverage Packaging Holdings (Luxembourg) II S.A., a company incorporated as a société anonyme under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“BP III” means Beverage Packaging Holdings (Luxembourg) III S.à r.l., a company incorporated as a société à responsabilité limitée under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City, Luxembourg or London.

“Capital Stock” means:

(1)  in the case of a corporation, corporate stock or shares;

(2)  in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)  in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)  any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1)  US dollars, pounds sterling, euro, the national currency of any member state in the European Union or, in the case of any Restricted Subsidiary that is not organized or existing under the laws of the United States, any member state of the European Union or any state or territory thereof, such local currencies held by it from time to time in the ordinary course of business;

(2)  securities issued or directly and fully guaranteed or insured by the US, U.K. Canadian, Swiss or Japanese government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

(3)  certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)  repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)  commercial paper issued by a corporation (other than an Affiliate of any Issuer) rated at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)  readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Monetary Union, the United Kingdom, Switzerland or Norway or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7)  Indebtedness issued by Persons (other than any Issuer or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

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(8)  for the purpose of paragraph (a) of the definition of “Asset Sale,” any marketable securities of third parties owned by BP I, BP II or the Restricted Subsidiaries on the Issue Date;

(9)  interest in investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(10)  instruments equivalent to those referred to in clauses (1) through (8) above denominated in euro or any other foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all the assets of any Obligor subject to Liens created pursuant to any Security Documents.

“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under the First Lien Intercreditor Agreement, any successor thereto under the First Lien Intercreditor Agreement, Wilmington Trust (London) Limited, as additional collateral agent under the First Lien Intercreditor Agreement and any other collateral agent that accedes to the First Lien Intercreditor Agreement as co-collateral agent or additional or separate collateral agent with respect to all or any portion of the Collateral, and any successor to any such other collateral agent.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)  consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Profit (including amortization of original issue discount and bond premium, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations (provided, however, that if Hedging Obligations result in net benefits received by such Person, such benefits shall be credited to reduce Consolidated Interest Expense to the extent paid in cash unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Profit) and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge commitment, any additional interest accruing pursuant to the Senior Secured Notes Registration Rights Agreement and any comparable “additional interest” with respect to securities or other financing fees); plus

(2)  consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (but excluding any capitalizing interest on Subordinated Shareholder Funding); plus

(3)  commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than BP I, BP II and the Restricted Subsidiaries; minus

(4)  interest income for such period.

“Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of the Net Profit of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:

(1)  any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto) including severance expenses, relocation costs and expenses and expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including integration costs) or Indebtedness permitted to be Incurred by the Senior Secured Notes Indenture (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments made under the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document or otherwise related to the Transactions, in each case, shall be excluded;

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(2)  any increase in amortization or depreciation or any one-time non-cash charges or increases or reductions in Net Profit, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Issue Date shall be excluded;

(3)  the Net Profit for such period shall not include the cumulative effect of a change in accounting principles during such period;

(4)  any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

(5)  any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of BP I or BP II) shall be excluded;

(6)  any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(7)  the Net Profit for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(8)  solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of Cumulative Credit contained in “— Certain Covenants — Limitation on Restricted Payments,” the Net Profit for such period of any Restricted Subsidiary (other than any Issuer or any Senior Secured Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Profit is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived or are permitted under the covenant described under “— Certain Covenants — Dividend and Other Payment Restrictions Affecting Subsidiaries;” provided, however, that the Consolidated Net Profit of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(9)  an amount equal to the amount of Tax Distributions actually made to any parent of such Person in respect of such period in accordance with clause (12) of the second paragraph under “— Certain Covenants — Limitation on Restricted Payments” shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

(10)  any non-cash impairment charges or asset write-offs, and the amortization of intangibles arising in each case pursuant to GAAP or the pronouncements of the IASB shall be excluded;

(11)  any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, grants and sales of stock, stock appreciation or similar rights, stock options or other rights to officers, directors and employees shall be excluded;

(12)  any (a) one-time non-cash compensation charges, (b) the costs and expenses after the Issue Date related to employment of terminated employees, (c) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

(13)  accruals and reserves that are established or adjusted as a result of the Transactions (including as a result of the adoption or modification of accounting policies in connection with the Transactions) within

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12 months after the Issue Date and that are so required to be established in accordance with GAAP shall be excluded;

(14)  solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included;

(15)  (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP shall be excluded;

(16)  unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the applications of the applicable standard under GAAP shall be excluded; and

(17)  solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes of BP I and BP II calculated in accordance with GAAP and the actual Consolidated Taxes paid in cash by BP I and BP II during any Reference Period shall be included.

Notwithstanding the foregoing, for the purpose of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Profit any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of BP I or BP II or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (5) and (6) of the definition of Cumulative Credit contained therein.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period.

“Consolidated Taxes” means with respect to any Person for any period, provision for taxes based on income, profits or capital, including, without limitation, national, state, franchise and similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Profit.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”)of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1)  to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2)  to advance or supply funds:

(a)  for the purchase or payment of any such primary obligation, or

(b)  to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)  to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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“Credit Agreement” means (i) the Senior Secured Credit Facilities and (ii) whether or not the instruments referred to in clause (i) remain outstanding, if designated by the Issuers to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Credit Agreement Documents” means the collective reference to the Credit Agreement, any notes issued pursuant thereto and the guarantees thereof and any security or collateral documents entered into in relation thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is a party or beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by BP I, BP II or one of the Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of BP I or BP II or any direct or indirect parent of BP I or BP II (other than Disqualified Stock), that is issued for cash (other than to BP I, BP II or any of their respective Subsidiaries or an employee stock ownership plan or trust established by BP I, BP II or any of their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

“Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of BP I, BP II or any parent company of BP I or BP II having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding of Equity Interests of BP I, BP II or any parent company of BP I or BP II or any options, warrants or other rights in respect of such Equity Interests.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1)  matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided, however, that the relevant asset sale or change of control provisions, taken as a whole, are not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable transactions (as determined in good faith by the Issuers));

(2)  is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person; or

(3)  is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

in each case prior to 91 days after the maturity date of the Senior Secured Notes or the date the Senior Secured Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof

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prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of BP I, BP II or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by BP I or BP II in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is incorporated or organized under the laws of the United States of America or any state thereof or the District of Columbia.

“Dopaco Acquisition Document” means the Purchase and Sale Agreement, dated as of March 3, 2011, among Cascades USA Inc., Reynolds Group Holdings Limited and Cascades Inc.

“Dopaco Transactions” refers to: (i) the acquisition by RGHL, through its Wholly Owned Subsidiaries Pactiv Corporation and Pactiv Canada Inc. of all of the outstanding stock of Dopaco Inc. and Dopaco Canada Inc. pursuant to the Dopaco Acquisition Document, (ii) the other transactions related to the foregoing and (iii) the payment of fees and expenses related to the foregoing.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Profit:

(1)  Consolidated Taxes; plus

(2)  Consolidated Interest Expense; plus

(3)  Consolidated Non-cash Charges; plus

(4)  business optimization expenses and other restructuring charges, expenses or reserves; provided, however, that, with respect to each business optimization expense or other restructuring charge, expense or reserve, the Issuers shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying such expense, charge or reserve and stating that such expense, charge or reserve is a business optimization expense or other restructuring charge or reserve, as the case may be; plus

(5)  the amount of management, monitoring, consulting and advisory fees and related expenses paid to Rank (or any accruals relating to such fees and related expenses) during such period; plus

(6)  all add backs reflected in the financial presentation of “RGHL Combined Group Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and Pro Forma Combined Financial Information” in the amounts set forth in and as further described in that section of the Offering Circular, but only to the extent such add backs occurred in the consecutive four quarter period used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First Lien Leverage Ratio, as the case may be; less, without duplication,

(1)  non-cash items increasing Consolidated Net Profit for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period); less

(2)  all deductions reflected in the financial presentation of “RGHL Combined Group Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and Pro Forma Combined Financial Information” in the amounts set forth in and as further described in that section of the Offering Circular, but only to the extent such deductions occurred in the consecutive four quarter period used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First Lien Leverage Ratio, as the case may be.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“Equity Offering” means any public or private sale after the Issue Date of ordinary shares or Preferred Stock of BP I or any direct or indirect parent of BP I or BP II, as applicable (other than Disqualified Stock), other than:

(1)  public offerings with respect to BP I’s or such direct or indirect parent’s ordinary shares registered on Form S-8;

(2)  issuances to any Subsidiary of BP I or BP II; and

(3)  any such public or private sale that constitutes an Excluded Contribution.

“Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at any time of determination thereof by BP I, BP II or the Trustee, the amount of euro obtained by converting such currency other than euro involved in such computation into euro at the spot rate for the purchase of euro with the applicable currency other than euro as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by BP I or BP II) on the date of such determination.

“Evergreen Acquisition” means collectively (a) the acquisition by Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, of all the Equity Interests of Evergreen Packaging Inc., (b) the acquisition by SIG Combibloc Holding GmbH, an indirect Wholly Owned Subsidiary of BP III, of all the Equity Interests of Evergreen Packaging (Luxembourg) S.à r.l and (c) the acquisition by Whakatane Mill Limited, an indirect Wholly Owned Subsidiary of BP III, from Carter Holt Harvey Limited of the assets and liabilities of the Whakatane Paper Mill.

“Evergreen Acquisition Documents” means the (i) the Reorganization Agreement, dated as of April 25, 2010, between Carter Holt Harvey Limited, BP III, Reynolds Group Holdings, Inc., Evergreen Packaging United States Limited and Evergreen Packaging New Zealand Limited and (ii) the Asset Purchase Agreement, dated as of April 25, 2010, between Carter Holt Harvey Limited and Whakatane Mill Limited, and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date.

“Evergreen Transactions” means the Evergreen Acquisition and the transactions related thereto (including the transactions contemplated in that certain Project Echo Structure dated April 23, 2010, prepared by RGHL), including the incremental term loan borrowing of $800 million under the Senior Secured Credit Facilities, the issuance and guarantee of the May 2010 Notes.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of BP I or BP II) received by BP I or BP II, as applicable, after the Issue Date from:

(1)  contributions to its common equity capital; or

(2)  the sale (other than to a Subsidiary of BP I or BP II or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of BP I or BP II, in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an Officer of BP I or BP II on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by BP I or BP II except as otherwise provided in the Senior Secured Notes Indenture).

“FATCA” means Section 1471 through 1474 of the Code, as of the Issue Date (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any

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agreements entered into pursuant to Section 1471(b) of the Code and any applicable fiscal or regulatory legislation, regulations or other official guidance adopted by a governmental authority pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“February 2011 Note Documents” means (a) the February 2011 Senior Secured Notes, the guarantees with respect to the February 2011 Senior Secured Notes, the February 2011 Senior Secured Indenture, the February 2011 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any February 2011 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

“February 2011 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the February 2011 Senior Secured Indenture) are granted to secure the February 2011 Senior Secured Notes and the guarantees thereof.

“February 2011 Senior Indenture” means the senior notes indenture dated as of February 1, 2011, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“February 2011 Senior Notes” means the 8.250% Senior Notes due 2021 issued pursuant to the February 2011 Senior Indenture.

“February 2011 Senior Secured Indenture” means the senior secured notes indenture dated as of February 1, 2011, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar, Transfer Agent and Collateral Agent and The Bank of New York Mellon, London Branch, as Paying Agent, and Wilmington Trust (London) Limited, as additional Collateral Agent, as supplemented, amended and modified from time to time thereafter.

“February 2011 Senior Secured Notes” means the 6.875% Senior Secured Notes due 2021 issued pursuant to the February 2011 Senior Secured Indenture.

“February 2012 Senior Indenture” means the indenture dated as of February 15, 2012, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“February 2012 Senior Notes” means the 9.875% Senior Notes due 2019 issued pursuant to the February 2012 Senior Indenture.

“Financial Assistance Restricted Subsidiary” means any Restricted Subsidiary that is prevented from being a Senior Secured Note Guarantor due to applicable financial assistance laws; provided, however, that such Restricted Subsidiary shall become a Senior Secured Note Guarantor upon or as soon as reasonably practical after (but not later than 90 days after (subject to the expiration of applicable waiting periods and compliance with applicable laws)) such financial assistance laws no longer prevent such Restricted Subsidiary from being a Senior Secured Note Guarantor if it would otherwise be required to be a Senior Secured Note Guarantor pursuant to “— Certain Covenants — Future Senior Secured Note Guarantors.”

“Financing Disposition” means any sale, transfer, conveyance or other disposition of inventory that is equipment used in the product filling process by BP I or any Restricted Subsidiary thereof to a Person that is not a Subsidiary of BP I or BP II that meets the following conditions:

(1)  the Board of Directors of BP I shall have determined in good faith that such sale, transfer, conveyance or other disposition is in the aggregate economically fair and reasonable to BP I or, as the case may be, the Restricted Subsidiary in question;

(2)  all sales of such inventory are made at Fair Market Value;

(3)  the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by BP I);

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(4)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is guaranteed by BP I, BP II or any Restricted Subsidiary, (ii) is with recourse to or obligates BP I, BP II or any Subsidiary of BP I or BP II in any way or (iii) subjects any property or asset of BP I, BP II or any other Subsidiary of BP I or BP II, directly or indirectly, contingently or otherwise, to the satisfaction thereof;

(5)  neither BP I, BP II nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding with such Person other than on terms which BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of any Issuer; and

(6)  neither BP I, BP II nor any other Restricted Subsidiary has any obligation to maintain or preserve such Person’s financial condition or cause such entity to achieve certain levels of operating results.

“First Lien Intercreditor Agreement” means the intercreditor agreement dated as of November 5, 2009, among The Bank of New York Mellon, as Collateral Agent, Credit Suisse, as Representative under the Credit Agreement, The Bank of New York Mellon, as Representative under the 2009 Indenture, each additional Representative from time to time party thereto and the grantors party thereto, as from time to time amended, supplemented or modified.

“First Lien Obligations” means (i) all Secured Indebtedness secured by a Lien that has equal priority with, ranks pari passu with, or is otherwise on parity with, or ranks prior to, ahead of, or otherwise senior to, the Lien in favor of the Senior Secured Notes, (ii) all other Obligations (not constituting Indebtedness) of BP I, BP II and the Restricted Subsidiaries under the agreements governing such Secured Indebtedness described in clause (i) to this definition and (iii) all other Obligations of BP I, BP II or any Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that BP I, BP II or any Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation of Consolidated Interest Expense shall not give effect to (a) any Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued on the date of determination pursuant to the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock” and (b) the repayment, repurchase or redemption of any Indebtedness, Disqualified Stock or Preferred Stock to the extent such repayment, repurchase or redemption results from the proceeds of Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued pursuant to the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock” which is omitted from the pro forma calculation pursuant to the foregoing clause (a).

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (in each case including the Transactions) and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that BP I, BP II or any of the Restricted Subsidiaries has determined to make or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and

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consolidations (in each case including the Transactions), discontinued operations and operational changes (and the change of any associated Fixed Charges (calculated in accordance with the proviso in the prior paragraph) and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into BP I or BP II or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of BP I or BP II. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of BP I or BP II as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of BP I or BP II to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1)  Consolidated Interest Expense of such Person for such period and

(2)  all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

“GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as otherwise provided in the Senior Secured Notes Indenture in relation to financial reports and other information to be delivered to Holders) on the GAAP Date. Except as otherwise expressly provided in the Senior Secured Notes Indenture, all ratios and calculations based on GAAP contained in the Senior Secured Notes Indenture shall be computed in conformity with GAAP. At any time after the Issue Date, BP I, BP II and the Issuers may elect to apply generally accepted accounting principles in the United States (“US GAAP”) in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean US GAAP as in effect (except as otherwise provided in the Senior Secured Notes Indenture) on the GAAP Date; provided, however, that any such election, once made, shall be irrevocable and that, upon first reporting its fiscal year results under US GAAP each of BP I, BP II and each of the Issuers shall restate its financial statements on the basis of US GAAP for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of US GAAP; provided further, however, that in the event BP I, BP II and the Issuers have made such an election and are thereafter required by applicable law to apply IFRS in lieu of US GAAP (or IFRS is a successor to US GAAP) (any such change, a “Required Change”), they shall be entitled to apply IFRS, and that upon subsequently reporting its fiscal year results on the basis of IFRS in lieu of US GAAP each of BP I,

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BP II and each of the Issuers shall restate its financial statements on the basis of IFRS for the fiscal year ending immediately prior to the fiscal year after such Required Change. In the event that BP I, BP II and the Issuers are required to make the Required Change, references herein to GAAP shall be construed to mean IFRS as in effect on the GAAP Date. The Issuers shall give notice of election to apply US GAAP or requirement to apply IFRS to the Trustee and the Holders.

“GAAP Date” means the Reference Date or, if BP I, BP II or the Issuers make an election to apply US GAAP, the date of such election or, in the event of a Required Change, the date of such Required Change; provided, however, that, at such time as BP I is able to treat all indentures to which it is a party alike with respect to the GAAP Date, BP I may by written notice to the Trustee change the GAAP Date to be the date specified in such notice, and upon such notice, the GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. At such time as BP I delivers to the Trustee a notice pursuant to the preceding sentence, BP I shall, substantially concurrently therewith, change the GAAP Date under all other indentures to which it is a party to be the GAAP Date specified in such notice, pursuant to the terms of, and in the manner set forth in, each such indenture.

“Graham Packaging” means Graham Packaging Company Inc. and, unless the context otherwise requires, its subsidiaries.

“Graham Packaging 2014 Notes” means the 9.875% senior subordinated notes due 2014 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging 2017 Notes” means the 8.25% senior notes due 2017 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging 2018 Notes” means the 8.25% senior notes due 2018 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging Acquisition” means the acquisition by RGHL of all of the outstanding stock of Graham Packaging pursuant to the Graham Packaging Acquisition Document.

“Graham Packaging Acquisition Document” means the Agreement and Plan of Merger, dated as of June 17, 2011, among RGHL, Bucephalas Acquisition Corp. and Graham Packaging, as amended as of June 17, 2011.

“Graham Packaging Change of Control Offers” means Graham Packaging’s offer to purchase each of the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes, as required by the applicable indenture.

“Graham Packaging Notes” means the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes.

“Graham Packaging Tender Offers” means Graham Packaging’s offer to purchase and consent solicitations with respect to each of the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes in connection with the Graham Packaging Acquisition.

“Graham Packaging Transactions” means: (i) the offering of the August 2011 Senior Secured Notes and the August 2011 Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured Credit Facilities in connection with the Graham Packaging Acquisition, (iii) the repayment of certain Graham Packaging Indebtedness, including in connection with the Graham Packaging Tender Offers and the Graham Packaging Change of Control Offers, (iv) the Graham Packaging Acquisition, (v) the Graham Packaging ITR Payment (as defined in the offering circular dated July 26, 2011, relating to the August 2011 Senior Secured Notes and the August 2011 Senior Notes), (vi) the other transactions related to the foregoing and (vii) the payment of fees and expenses related to the foregoing.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

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“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1)  currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2)  other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“holder,” “Holder,” “noteholder” or “secured noteholder” means the Person in whose name a Senior Secured Note is registered on the Registrar’s books.

“IASB” means the International Accounting Standards Board and any other organization or agency that shall issue pronouncements regarding the application of GAAP.

“including” means including without limitation.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person (without duplication):

(1)  the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP), (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)  to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(3)  to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person; and

(4)  to the extent not otherwise included, with respect to BP I, BP II and the Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, BP I, BP II or any Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of BP I, BP II or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing) to the extent there is recourse to BP I, BP II or the Restricted Subsidiaries (as that term is understood in the context of recourse and non-recourse receivable financings);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues or marketing fees; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of Qualified Receivables Financings; (5) obligations under the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Dopaco Acquisition Document or the Graham Packaging Acquisition Document; or (6) Subordinated Shareholder Funding.

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Notwithstanding anything in the Senior Secured Notes Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Senior Secured Notes Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under the Senior Secured Notes Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under the Senior Secured Notes Indenture.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuers, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB-(or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)  securities issued or directly and fully guaranteed or insured by the US, U.K., Canadian, Swiss or Japanese government or any member state of the European Monetary Union or any agency or instrumentality thereof (other than Cash Equivalents);

(2)  securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s or BBB(or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among BP I, BP II and their respective Subsidiaries;

(3)  investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)  corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers in the ordinary course of business and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of BP I or BP II in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “— Certain Covenants — Limitation on Restricted Payments:”

(1)  “Investments” shall include the portion (proportionate to BP I’s or BP II’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, BP I or BP II, as applicable, shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a)  BP I’s or BP II’s “Investment” in such Subsidiary at the time of such redesignation; less

(b)  the portion (proportionate to BP I’s or BP II’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2)  any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of each Issuer.

“Issue Date” means September 28, 2012, the date on which the Senior Secured Notes were originally issued.

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“Issuers’ Existing Debt” means the Issuers’ Existing Secured Debt and the Issuers’ Existing Unsecured Debt.

“Issuers’ Existing Indentures” means the Issuers’ Senior Secured Indentures and the Issuers’ Senior Indentures.

“Issuers’ Existing Secured Debt” means amounts outstanding under the Senior Secured Credit Facilities and Indebtedness represented by the August 2011 Senior Secured Notes (including the guarantees with respect thereto), the February 2011 Senior Secured Notes (including the guarantees with respect thereto), the October 2010 Senior Secured Notes (including the guarantees with respect thereto) and the 2009 Notes (including the guarantees with respect thereto).

“Issuers’ Existing Unsecured Senior Debt” means Indebtedness represented by the February 2012 Senior Notes (including the guarantees with respect thereto), the August 2011 Senior Notes (including the guarantees with respect thereto), the February 2011 Senior Notes (including the guarantees with respect thereto), the October 2010 Senior Notes (including the guarantees with respect thereto) and the May 2010 Notes (including the guarantees with respect thereto).

“Issuers’ Senior Secured Indentures” means the 2009 Indenture, the October 2010 Senior Secured Indenture, the February 2011 Senior Secured Indenture and the August 2011 Senior Secured Indenture.

“Issuers’ Senior Indentures” means the May 2010 Indenture, the October 2010 Senior Indenture, the February 2011 Senior Indenture, the August 2011 Senior Indenture and the February 2012 Senior Indenture.

“June 2007 Transactions” means the Acquisition and the transactions related thereto (including the transactions contemplated in that certain Memorandum on Structure dated as of May 11, 2007, prepared by Deloitte & Touche), including borrowings under the 2007 Credit Agreement then in effect, the borrowings under a senior subordinated bridge loan and the refinancing of such senior subordinated bridge loan and partial prepayment of the 2007 Credit Agreement with the proceeds of the issuance of the 2007 Senior Notes and the 2007 Senior Subordinated Notes, and the contribution (through holding companies of RGHL) by Rank and certain other investors arranged by Rank of common equity, preferred equity or Subordinated Shareholder Funding to BP I and BP II.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Local Facility” means a working capital facility provided to a Subsidiary of RGHL by a Local Facility Provider in respect of which a Local Facility Certificate has been delivered, and not cancelled, under the terms of (and as such term is defined in) the 2007 UK Intercreditor Agreement and the First Lien Intercreditor Agreement and which constitutes a “Secured Local Facility” as defined in the Credit Agreement Documents.

“Local Facility Agreement” means the agreement under which a Local Facility is made available.

“Local Facility Provider” means a lender or other bank or financial institution that has acceded to the First Lien Intercreditor Agreement, as applicable, and the 2007 UK Intercreditor Agreement as a provider of a Local Facility.

“Luxembourg Proceeds Loans” means (a) the intercompany loan from the Luxembourg Issuer to BP III, dated November 5, 2009 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the 2009 Notes, (b) the intercompany loan from the Luxembourg Issuer to BP III, dated May 4, 2010 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the May 2010 Notes, (c) the intercompany loan from the Luxembourg Issuer to BP III, dated November 16, 2010 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the October 2010 Senior Notes and (d) the intercompany loan from the Luxembourg Issuer to BP III, on or about the Issue Date (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the Senior Secured Notes.

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“Management Group” means the group consisting of the directors, executive officers and other management personnel of BP I, BP II or any direct or indirect parent of BP I or BP II, as the case may be, on the Reference Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, was approved by a vote of a majority of the directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, then still in office who were either directors on the Reference Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, hired at a time when the directors on the Reference Date together with the directors so approved constituted a majority of the directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable.

“May 2010 Indenture” means the indenture dated as of May 4, 2010, among the Issuers, The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“May 2010 Notes” means the 8.5% Senior Notes due 2018 issued pursuant to the May 2010 Indenture.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Proceeds” means the aggregate cash proceeds received by BP I, BP II or any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding (i) the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form and (ii) the aggregate cash proceeds received by BP I, BP II or any Restricted Subsidiaries in respect of the sale of any Non-Strategic Land since the Reference Date in an aggregate amount of up to €25.0 million), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under “— Certain Covenants — Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by BP I or BP II as a reserve in accordance with GAAP against any liabilities associated with the asset disposed in such transaction and retained by BP I or BP II after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Non-Strategic Land” means (a) the investment properties in which BP II, BP I or their respective Subsidiaries had an interest at the Reference Date which are a proportion of the real property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property owned by SIG Finanz AG (which was absorbed by SIG Combibloc Group AG (formerly SIG Holding AG) by means of a merger effective as of June 15, 2010) located at Newcastle in England, real property owned by SIG Moldtec GmbH & Co. KG, real property owned by SIG Schweizerische Industrie-Gesellschaft AG and located at Neuhausen in Switzerland, Beringen in Switzerland, Rafz in Switzerland, Ecublens in Switzerland and Romanel in Switzerland, real property owned by SIG Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property owned by SIG Euro Holding AG & Co. KG aA located at Waldshut-Tiengen in Germany and real property owned by SIG Real Estate GmbH & Co. KG located at Neunkirchen in Germany and (b) other properties in which BP II, BP I or their respective Subsidiaries have an interest from time to time and which is designated by BP II in an Officers’ Certificate delivered to the Trustee as not required for the ongoing business operations of BP II, BP I and their respective Subsidiaries.

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“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided, however, that Obligations with respect to the Senior Secured Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the Senior Secured Notes.

“Obligor” means any Issuer or a Senior Secured Note Guarantor.

“October 2010 Note Documents” means (a) the October 2010 Senior Secured Notes, the guarantees with respect to the October 2010 Senior Secured Notes, the October 2010 Senior Secured Indenture, the October 2010 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any October 2010 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

“October 2010 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the October 2010 Senior Secured Indenture) are granted to secure the October 2010 Senior Secured Notes and the guarantees thereof.

“October 2010 Senior Indenture” means the senior notes indenture dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“October 2010 Senior Notes” means the 9.000% Senior Notes due 2019 issued pursuant to the October 2010 Senior Indenture.

“October 2010 Senior Secured Indenture” means the senior secured notes indenture dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent and Registrar, Wilmington Trust (London) Limited as Additional Collateral Agent and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“October 2010 Senior Secured Notes” means the 7.125% Senior Secured Notes due 2019 issued pursuant to the October 2010 Senior Secured Indenture.

“Offer” means the public tender offer by RGHL for all publicly held Target Shares.

“Offer Prospectus” means the prospectus dated December 22, 2006 and the amendments to the prospectus dated February 2, 2007 and March 13, 2007 as published in the Swiss national press.

“Offering Circular” means the Offering Circular dated September 14, 2012, with respect to the Senior Secured Notes.

“Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person or any other person that the board of directors of such person shall designate for such purpose.

“Officers’ Certificate” means a certificate signed on behalf of BP I or, if otherwise specified, an Issuer, by two Officers of BP I or an Issuer, as applicable, or of a Subsidiary or parent of BP I or an Issuer, as applicable, that is designated by BP I or an Issuer, as applicable, one of whom must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or similar position of BP I or the Issuers, as applicable, or such Subsidiary or parent that meets the requirements set forth in the Senior Secured Notes Indenture and is in form and substance satisfactory to the Trustee.

“Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel in form and substance satisfactory to the Trustee. The counsel may be an employee of or counsel to BP I, BP II or any of the Issuers.

“Pactiv” means Pactiv LLC, a Delaware limited liability company.

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“Pactiv 2012 Notes” means Pactiv’s 5.875% Notes due 2012.

“Pactiv 2018 Notes” means Pactiv’s 6.400% Notes due 2018.

“Pactiv Acquisition” means the acquisition by RGHL, through its Wholly Owned Subsidiary Reynolds Acquisition Corporation, of all of the outstanding stock of Pactiv pursuant to the Pactiv Acquisition Document.

“Pactiv Acquisition Document” means the Agreement and Plan of Merger, dated as of August 16, 2010, among Rank Group Limited, RGHL, Reynolds Acquisition Corporation and Pactiv.

“Pactiv Base Indenture” means the Indenture dated as of September 29, 1999, between Tenneco Packaging Inc. and The Bank of New York Mellon, N.A. (as successor in interest to The Chase Manhattan Bank), as Trustee, as supplemented, amended and modified from time to time thereafter.

“Pactiv Change of Control Offer” refers to Pactiv’s offer to purchase the Pactiv 2012 Notes, as required by the applicable indenture. The Pactiv Change of Control Offer commenced on October 20, 2010 and expired on December 7, 2010.

“Pactiv Equity Contribution” means the cash contributed by Rank Group Limited to RGHL as part of the Pactiv Acquisition.

“Pactiv Tender Offer” means Pactiv’s offer to purchase and consent solicitations with respect to the Pactiv 2018 Notes in connection with the Pactiv Acquisition.

“Pactiv Transactions” means: (i) the offering of the October 2010 Senior Secured Notes and the October 2010 Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured Credit Facilities in connection with the Pactiv Acquisition, (iii) the repayment of certain Pactiv Indebtedness including the partial repayment of the Pactiv 2012 Notes and Pactiv 2018 Notes in connection with the Pactiv Tender Offer and Pactiv Change of Control Offer, (iv) the Pactiv Acquisition, (v) the Pactiv Equity Contribution, (vi) the other transactions related to the foregoing and (vii) the payment of fees and expenses related to the foregoing.

“Permitted Holders” means, at any time, each of (i) Rank, (ii) the Management Group and (iii) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of BP I or BP II or any of their Affiliates. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Senior Secured Notes Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1)  any Investment in BP I, BP II or any Restricted Subsidiary;

(2)  any Investment in Cash Equivalents or Investment Grade Securities;

(3)  any Investment by BP I, BP II or any Restricted Subsidiary in a Person, including in the Equity Interests of such Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or Substantially All of its assets to, or is liquidated into, BP I, BP II or a Restricted Subsidiary;

(4)  any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of “— Certain Covenants — Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5)  any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided, however, that the amount of any such Investment only may be increased as required by the terms of such Investment as in existence on the Issue Date;

(6)  advances to officers, directors or employees, taken together with all other advances made pursuant to this clause (6), not to exceed 0.25% of Total Assets at any one time outstanding;

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(7)  any Investment acquired by BP I, BP II or any of the Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by BP I, BP II or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, (b) as a result of a foreclosure by BP I, BP II or any Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates or (d) in settlement of debts created in the ordinary course of business;

(8)  Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(9)  any Investment by BP I, BP II or any Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed 3.25% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10)  additional Investments by BP I, BP II or any Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (after giving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of such sale received by BP I, BP II and the Restricted Subsidiaries consists of cash and Cash Equivalents), not to exceed 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be a Restricted Subsidiary;

(11)  loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such person’s purchase of Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II;

(12)  Investments the payment for which consists of Equity Interests or Subordinated Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct or indirect parent of BP I or BP II, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clauses (2) and (3) of the definition of Cumulative Credit contained in “— Certain Covenants — Limitation on Restricted Payments;”

(13)  any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under “— Certain Covenants — Transactions with Affiliates” (except transactions described in clauses (2), (6), (7) and (11)(b) of such paragraph);

(14)  Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15)  guarantees issued in accordance with the covenants described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Future Senior Secured Note Guarantors;”

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(16)  Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

(17)  any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

(18)  any Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by a customer of a Restricted Subsidiary as a condition or in connection with such customer (or any member of such customer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course of business;

(19)  any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant to a Receivables Financing;

(20)  Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with BP I, BP II or a Restricted Subsidiary in a transaction that is not prohibited by the covenant described under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(21)  guarantees by BP I, BP II or any Restricted Subsidiaries of operating leases (other than Capitalized Lease Obligations), trademarks, licenses, purchase agreements or of other obligations that do not constitute Indebtedness, in each case entered into by BP I, BP II or any Restricted Subsidiary in the ordinary course of business consistent with past practice;

(22)  pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) that are otherwise a Permitted Lien or made in connection with a Permitted Lien; and

(23)  any Indebtedness permitted under clause (y) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

“Permitted Liens” means, with respect to any Person:

(1)  pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or US government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)  Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue by more than 60 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)  Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings and for which there are adequate reserves set aside in accordance with GAAP or the non-payment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuers, RGHL and the Restricted Subsidiaries taken as a whole;

(4)  Liens (i) required by any regulatory or government authority or (ii) in favor of issuers of performance and surety bonds or bid bonds or letters of credit or completion guarantees issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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(5)  minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties Incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and which do not in the aggregate materially impair the operation of the business of such Person;

(6)  (i) Liens securing an aggregate principal amount of First Lien Obligations not to exceed the maximum principal amount of First Lien Obligations that, as of the date such First Lien Obligations were Incurred, and after giving effect to the Incurrence of such First Lien Obligations and the application of proceeds therefrom on such date, would not cause the Senior Secured First Lien Leverage Ratio of BP I and BP II on a combined basis to exceed 3.50 to 1.00, (ii) Liens securing an aggregate principal amount of First Lien Obligations not to exceed $500.0 million, (iii) Liens securing Indebtedness Incurred pursuant to clause (a) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (iv) Liens securing the 2009 Notes outstanding on the Issue Date (or any guarantees thereof), (v) Liens securing the October 2010 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof); (vi) Liens securing the February 2011 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (vii) Liens securing the August 2011 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (viii) Liens securing the Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (ix) Liens securing Indebtedness Incurred pursuant to clause (d) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (x) Liens securing the 2007 Notes outstanding on the Issue Date (or any guarantees thereof) as in effect on the Issue Date and any Lien that replaces the Lien in existence on the Issue Date so long as such replacement Lien is in respect of the same property as the Lien in existence on the Issue Date, and (xi) Liens securing Indebtedness permitted to be Incurred pursuant to the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided, however, that such Lien is junior to, ranks behind or is otherwise subordinated to the Lien securing the Senior Secured Notes pursuant to an Additional Intercreditor Agreement on terms not less favorable to the noteholders, the Collateral Agent and the Trustee than in the 2007 UK Intercreditor Agreement;

(7)  Liens existing on the Issue Date (other than Liens described in clause (6));

(8)  Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by BP I, BP II or any Restricted Subsidiary (except for after acquired assets, property or shares of stock required to be pledged under the instruments governing such Lien);

(9)  Liens on assets or property at the time BP I, BP II or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into BP I, BP II or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by BP I, BP II or any Restricted Subsidiary;

(10)  Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to BP I, BP II or another Restricted Subsidiary permitted to be Incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(11)  Liens securing Hedging Obligations not Incurred in violation of the Senior Secured Notes Indenture;

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(12)  Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)  leases, subleases, licenses and sublicenses of real property which do not materially interfere with the ordinary conduct of the business of BP I, BP II or any Restricted Subsidiaries;

(14)  Liens on assets or property of BP I, BP II or any Restricted Subsidiary securing the Senior Secured Notes or any Senior Secured Note Guarantees;

(15)  Liens in favor of BP I, BP II or any Senior Secured Note Guarantor;

(16)  Liens (i) on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing and (ii) on inventory that is equipment used in the product filling process Incurred in connection with a Financing Disposition;

(17)  deposits made in the ordinary course of business to secure liability to insurance carriers;

(18)  Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity Interests of joint ventures securing obligations of such joint ventures;

(19)  grants of software and other technology licenses in the ordinary course of business;

(20)  Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6) (other than clause (6)(x)), (7), (8), (9), (10), (15) and (20); provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to a Lien in respect of the Indebtedness being refinanced, refunded, extended, renewed or replaced) that secured the original Lien as in effect immediately prior to the refinancing, refunding, extension, renewal or replacement of the Indebtedness secured by such Lien (plus improvements on such property), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6) (other than clause (6)(x)), (7), (8), (9), (10), (15) and (20) at the time the original Lien became a Permitted Lien under the Senior Secured Notes Indenture and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (z) such new Lien shall not have priority over, rank ahead of, or otherwise be senior pursuant to any intercreditor agreement to the original Lien securing the Indebtedness being refinanced, refunded, extended, renewed or replaced; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension, renewal or replacement of Indebtedness secured by a Lien referred to in any of clauses 6(ii), 6(iii) and 6(ix), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension, renewal or replacement shall be deemed secured by a Lien under such original clause and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clauses 6(ii), 6(iii) and 6(ix);

(21)  Liens on equipment of BP I, BP II or any Restricted Subsidiary granted in the ordinary course of business to BP I’s, BP II’s or such Restricted Subsidiary’s client at which such equipment is located;

(22)  judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(23)  Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;

(24)  Liens arising by virtue of any statutory or common law or contractual provisions relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

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(25)  any interest or title of a lessor under any Capitalized Lease Obligation;

(26)  any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(27)  Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(28)  other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed $30.0 million at any one time outstanding;

(29)  Liens arising from Uniform Commercial Code filings regarding operating leases entered into by BP I, BP II and the Restricted Subsidiaries in the ordinary course of business;

(30)  Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents; and

(31)  Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets prior to completion.

In the event that a Lien (or a portion of a Lien) is incurred in reliance on clause (6)(ii) above or in reliance on clause (20) above to the extent the Lien incurred under clause (20) secured a refinancing, refunding, extension, renewal or replacement of a Lien incurred pursuant to clause (6)(ii) above, the Issuers shall, in their sole discretion, reclassify such Lien (or any portion thereof) as incurred in reliance on clause (6)(i) above if at the time such Lien would be permitted to be incurred under such clause (6)(i).

For purposes of determining compliance with this definition, a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Pre-Announcement” means the pre-announcement of the Offer pursuant to Article 7, et seq. TOO (Voranmeldung) as published by electronic media on 19 December 2006 and in the print media on 21 December 2006.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding-up.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S of such Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i) shall not include the Senior Secured Notes (or any Additional Senior Secured Notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than 10 Persons (provided, however, that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any commercial bank or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities offering.”

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from BP I, BP II or any of their respective Subsidiaries to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

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“Qualified Receivables Financing” means any Receivables Financing that meets the following conditions:

(1)  the Board of Directors of BP I or BP II shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to BP I or BP II or, as the case may be, the Subsidiary in question;

(2)  all sales of accounts receivable and related assets are made at Fair Market Value; and

(3)  the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuers) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of BP I, BP II or any of their respective Subsidiaries (other than a Receivables Subsidiary or the Subsidiary undertaking such Receivables Financing) to secure Indebtedness under the Credit Agreement, Indebtedness in respect of the Senior Secured Notes or any Refinancing Indebtedness with respect to the Senior Secured Notes shall not be deemed a Qualified Receivables Financing.

“Rank” means (i) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs or any of his immediate family members), and any of his or their Affiliates (each a “Rank Party”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Rank Party; provided, however, that in the case of (ii) (x) any Rank Party owns a majority of the voting power of the Voting Stock of BP I and BP II or any direct or indirect parent of BP I or BP II, as applicable, (y) no other Person has beneficial ownership of any of the Voting Stock included in determining whether the threshold set forth in clause (x) has been satisfied and (z) any Rank Party controls a majority of the Board of Directors of each of BP I and BP II or any direct or indirect parent of BP I or BP II, as applicable.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Senior Secured Notes for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuers or any direct or indirect parent of an Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by BP I, BP II or any of their respective Subsidiaries pursuant to which BP I, BP II or any of their respective Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary or (b) any other Person, or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of BP I, BP II or any of their respective Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by BP I, BP II or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of BP I or BP II (or another Person formed for the purposes of engaging in Qualified Receivables Financing with BP I or BP II in which BP I or BP II or any Subsidiary of BP I or BP II makes an Investment and to which BP I, BP II or any Restricted Subsidiary transfers

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accounts receivable and related assets) that engages in no activities other than in connection with the financing of accounts receivable of BP I, BP II and their respective Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and that is designated by the Board of Directors of each of the Issuers (as provided below) as a Receivables Subsidiary and:

(a)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by BP I, BP II or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of and interest on Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is with recourse to or obligates BP I, BP II or any Subsidiary of BP I or BP II in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of BP I, BP II or any other Subsidiary of BP I or BP II, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b)  with which neither BP I, BP II nor any other Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of any Issuer; and

(c)  to which neither BP I, BP II nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of each of the Issuers shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Reference Date” means June 29, 2007.

“Representative” means the trustee, agent or representative (if any) for any Indebtedness; provided, however, that if, and for so long as, any Indebtedness lacks such a Representative, then the Representative for such Indebtedness shall at all times constitute the holder or holders of a majority in outstanding principal amount of Obligations under such Indebtedness.

“Restricted Cash” means cash and Cash Equivalents held by BP I, BP II or any Restricted Subsidiaries that are contractually restricted from being distributed or otherwise paid to any Issuer or not available for general corporate purposes, except for such restrictions that are contained in agreements governing Indebtedness permitted under the Senior Secured Notes Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this “Description of the Senior Secured Notes,” all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of each of BP I and BP II.

“Reynolds 2008 Credit Agreement” means the Senior Secured Facilities Agreement dated February 21, 2008, among Reynolds Packaging Group (NZ) Limited, Closure Systems International Holdings Inc., Closure Systems International B.V., Reynolds Consumer Products Holdings Inc. and Reynolds Treasury (NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking Group Limited, BOS International (Australia) Limited, Calyon Australia Limited and Credit Suisse, as joint lead arrangers and underwriters, and Credit Suisse as facility agent and security trustee, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens”) or altering the maturity thereof.

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“Reynolds Acquisition” means collectively (a) the acquisition by BP III of all the Equity Interests of each of Closure Systems International (Luxembourg) S.àr.l and Reynolds Consumer Products (Luxembourg) S.àr.l and (b) the acquisition by Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, of all the Equity Interests of Reynolds Consumer Products Holdings Inc.

“Reynolds Acquisition Documents” means the (i) Stock Purchase Agreement, dated as of October 15, 2009, by and among BP III, Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, and Reynolds Consumer Products (NZ) Limited, a New Zealand company and (ii) Stock Purchase Agreement, dated as of October 15, 2009, by and between BP III and Closure Systems International (NZ) Limited, a New Zealand company, and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to November 5, 2009.

“Reynolds Foodservice Acquisition” means, collectively, (a) the acquisition by Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, of all of the Equity Interests of Reynolds Packaging Inc., (b) the acquisition by Closure Systems International B.V., an indirect Wholly Owned Subsidiary of BP III, of all of the Equity Interests of Reynolds Packaging International B.V., together with a minority interest in Reynolds Metals Company de Mexico S. de R.L. de C.V., from an affiliated entity, that along with Reynolds Group Holdings Inc. and Closure Systems International B.V., is beneficially owned by Mr. Graeme Richard Hart.

“Reynolds Foodservice Acquisition Document” means the Stock Purchase Agreement, dated as of September 1, 2010, among BP III, Reynolds Group Holdings Inc., Closure Systems International B.V. and Reynolds Packaging (NZ) Limited.

“Reynolds Foodservice Transactions” means the Reynolds Foodservice Acquisition and the transactions related thereto.

“Reynolds Transactions” means the Reynolds Acquisition and the transactions related thereto (including the transactions contemplated in that certain Steps Plan and Structure Chart dated November 3, 2009, prepared by RGHL), including the repayment of the Reynolds 2008 Credit Agreement, the issuance and guarantee of, and granting of security in relation to, the 2009 Notes, the entering into and borrowings and guarantees under, and granting of security in relation to, the Senior Secured Credit Facilities, the amendment to the 2007 UK Intercreditor Agreement, entry into the First Lien Intercreditor Agreement and the contribution by RGHL of funds in return for common equity of BP I.

“RP Reference Date” means November 5, 2009.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by BP I, BP II or a Restricted Subsidiary whereby BP I, BP II or a Restricted Subsidiary transfers such property to a Person and BP I, BP II or such Restricted Subsidiary leases it from such Person, other than leases between BP I, BP II and a Restricted Subsidiary or between Restricted Subsidiaries.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Secured Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Senior Secured Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of any Issuer to any of the Secured Parties under the Senior Secured Note Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Issuers under or pursuant to the Senior Secured Note Documents, and (c) the due and punctual payment and performance of all the obligations of each other Obligor under or pursuant to the Senior Secured Note Documents.

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“Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Obligor under any Senior Secured Note Document and (e) the successors and assigns of each of the foregoing.

“Securities Act” means the US Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” has the meaning given to such term under “— Security — Brief Summary of Security Documents and Intercreditor Agreements.”

“Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and (b) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a) and (b), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations in respect thereof are subordinate in right of payment to the Senior Secured Notes or the Senior Secured Note Guarantee of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1)  any obligation of such Person to BP I, BP II or any Subsidiary of BP I or BP II;

(2)  any liability for national, state, local or other taxes owed or owing by such Person;

(3)  any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof (other than by way of letter of credit, bank guarantee, performance or other bond, or other similar obligation) or instruments evidencing such liabilities);

(4)  any Capital Stock;

(5)  any Indebtedness or other Obligation of such Person which is subordinate or junior in right of payment to any other Indebtedness or other Obligation of such Person; or

(6)  that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Senior Secured Notes Indenture.

“Senior Secured Credit Facilities” means the Second and Amended Credit Agreement dated as of August 9, 2011, among, among others, BP I and Credit Suisse, as administrative agent, the other financial institutions party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens”) or altering the maturity thereof.

“Senior Secured First Lien Indebtedness” means, with respect to any Person, at any date, First Lien Obligations of such Person and its Restricted Subsidiaries (excluding Indebtedness secured by a Lien solely on money or US Government Obligations held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), in each case as of such date (determined on a consolidated basis in accordance with GAAP) consisting, without duplication, of (a) Indebtedness in respect of borrowed money, (b) Indebtedness evidenced by bonds, notes, debentures or similar instruments, (c) Indebtedness in respect of Capitalized Lease Obligations, (d) Indebtedness under any Receivables Financing (other than Obligations under or in respect of Qualified Receivables Financings) or (e) any obligation to be liable for, or to pay, as obligor, guarantor, or otherwise, on any obligations referred to in clauses (a) through (d) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course), including by securing such obligations by a lien on one’s assets.

“Senior Secured First Lien Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) Senior Secured First Lien Indebtedness of such Person less the amount of Cash Equivalents in excess of any

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Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination (the “Aggregate First Lien Debt”) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding the Senior Secured First Lien Leverage Calculation Date (as defined below) provided, however, that the calculation of Aggregate First Lien Debt shall not give effect to any Senior Secured First Lien Indebtedness where the related Lien is Incurred pursuant to clause (6)(ii) of the definition of “Permitted Liens” or clause (20) of such definition to the extent the Lien Incurred under such clause (20) secured a refinancing, refunding, extension, renewal or replacement of a Lien Incurred pursuant to clause (6)(ii) of such definition. In the event that such Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured First Lien Indebtedness subsequent to the commencement of the period for which the Senior Secured First Lien Leverage Ratio is being calculated but on or prior to the event for which the calculation of the Senior Secured First Lien Leverage Ratio is made (the “Senior Secured First Lien Leverage Calculation Date”), then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Senior Secured First Lien Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the Issuers may elect pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Senior Secured First Lien Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Senior Secured First Lien Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that BP I, BP II or any of the Restricted Subsidiaries has determined to make or have made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Senior Secured First Lien Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational changes (and the change of any associated Senior Secured First Lien Indebtedness and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into BP I, BP II or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuers. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuers as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Senior Secured Note Documents” means (a) the Senior Secured Notes, the Senior Secured Notes Guarantees, the Senior Secured Notes Indenture, the Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any Senior Secured Note Document described in clause (a) evidencing or governing any Secured Obligations thereunder.

“Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuers under the Senior Secured Notes Indenture and the Senior Secured Notes by any Person in accordance with the provisions of the Senior Secured Notes Indenture.

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“Senior Secured Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that entered into the Senior Secured Notes Indenture on the Issue Date (other than the Issuers) and (y) any Person that subsequently becomes a Senior Secured Note Guarantor in accordance with the terms of the Senior Secured Notes Indenture; provided, however, that upon the release or discharge of such Person from its Senior Secured Note Guarantee in accordance with the Senior Secured Notes Indenture, such Person shall cease to be a Senior Secured Note Guarantor.

“Senior Secured Notes” means the 5.750% Senior Secured Notes due 2020 issued pursuant to the Senior Secured Notes Indenture.

“Senior Secured Notes Indenture” means the Senior Secured Notes Indenture dated as of the Issue Date, among the Issuers and The Bank of New York Mellon, as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent and Registrar, Wilmington Trust (London) Limited, as Additional Collateral Agent, and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“Senior Secured Notes Registration Rights Agreement” means the Senior Secured Notes Registration Rights Agreement related to the Senior Secured Notes, dated as of the Issue Date, among the Issuers and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time; provided, however, that, after the Issue Date, certain Senior Secured Note Guarantors executed a joinder to the Senior Secured Notes Registration Rights Agreement and, with respect to any Additional Senior Secured Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Senior Secured Notes to register such Additional Senior Secured Notes under the Securities Act.

“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:

(1)  BP I’s, BP II’s and the Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the total assets of BP I, BP II and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year;

(2)  BP I’s, BP II’s and the Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10% of the total assets of BP I, BP II and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year; or

(3)  BP I’s, BP II’s and the Restricted Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of BP I, BP II and the Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

“Similar Business” means (a) any businesses, services or activities engaged in by BP I, BP II or any their respective Subsidiaries on the Issue Date and (b) any businesses, services and activities engaged in by BP I, BP II or any their respective Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Squeeze Out” means the acquisition pursuant to Article 33 of the Swiss Federal Stock Exchanges and Securities Trading Act (SR954.1) by BP III of the remaining Target Shares after at least 98% of the Target’s Voting Stock has been acquired by BP III at the end of the Offer.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by BP I, BP II or any Subsidiary of BP I or BP II which BP I or BP II has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory

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redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to any Issuer, any Indebtedness of such Issuer which is by its terms subordinated in right of payment to the Senior Secured Notes and (b) with respect to any Senior Secured Note Guarantor, any Indebtedness of such Senior Secured Note Guarantor which is by its terms subordinated in right of payment to its Senior Secured Note Guarantee.

“Subordinated Shareholder Funding” means, collectively, any funds provided to BP I or BP II by any direct or indirect parent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

(1)  does not (including upon the happening of any event) mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of BP I or BP II or any funding meeting the requirements of this definition) or the making of any such payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

(2)  does not (including upon the happening of any event) require, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

(3)  contains no change of control or similar provisions and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment (in each case, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes) or the payment of any amount as a result of any such action or provision, or the exercise of any rights or enforcement action (in each case, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes) is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

(4)  does not provide for or require any security interest or encumbrance over any asset of BP I, BP II or any of their respective Subsidiaries;

(5)  pursuant to its terms or pursuant to the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement, is fully subordinated and junior in right of payment to the Senior Secured Notes pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding or are no less favorable in any material respect to Holders than those contained in the 2007 UK Intercreditor Agreement as in effect on the Issue Date with respect to the “Senior Creditors” (as defined therein) in relation to “Parentco Debt” (as defined therein);

provided, however, that any event or circumstance that results in such subordinated obligation ceasing to qualify as Subordinated Shareholder Funding, including it ceasing to be held by any direct or indirect parent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, shall constitute an Incurrence of such Indebtedness by BP I, BP II or such Restricted Subsidiary.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the

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election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Substantially All” when used in relation to assets, means assets of the relevant entity or entities having a market value of at least 75% of the market value of all of the assets of such entity or entities at the date of the relevant transactions.

“Target” means SIG Combibloc Group AG (formerly SIG Holding AG), a company limited by shares incorporated in Switzerland registered in the Commercial Register of the Canton of Schaffhausen with the register number CH-290.3.004.149-2.

“Target Shares” means all of the registered shares of Target.

“Tax Distributions” means any distributions described in clause (12) of the covenant entitled “— Certain Covenants — Limitation on Restricted Payments.”

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.

“TOO” means the Ordinance of the Swiss Takeover Board on Public Takeover Offers in effect until December 31, 2008 (SR 954.195.1).

“Total Assets” means the total combined consolidated assets of BP I, BP II and the Restricted Subsidiaries, as shown on the most recent combined balance sheet of BP I and BP II; provided, however, that, if since the date of such balance sheet BP I, BP II or any Restricted Subsidiary has entered into (or intends to enter into in connection with the need to determine such total combined consolidated assets) any acquisition, disposition, merger, amalgamation or consolidation, in each case with respect to an operating unit of a business (each, for purposes of this definition, a “pro forma event”), then the computation of such total combined consolidated assets shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers, amalgamations and consolidations had occurred on such balance sheet date. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of BP I or BP II or RGHL.

“Transactions” means the June 2007 Transactions, the Reynolds Transactions, the Evergreen Transactions, the Pactiv Transactions, the Reynolds Foodservice Transactions, the Dopaco Transactions and the Graham Packaging Transactions.

“Treasury Rate” (as determined by the Issuers) means, with respect to the Senior Secured Notes, as of any redemption date, the yield to maturity as of such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date the redemption notice is mailed (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October 15, 2015; provided, however, that if the period from the redemption date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means the party named as such in the Senior Secured Notes Indenture until a successor replaces it and, thereafter, means the successor.

“Unrestricted Subsidiary” means:

(1)  any Subsidiary of BP I or BP II that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

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(2)  any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of RGHL may designate any Subsidiary (other than any Issuer) of BP I or BP II (including any newly acquired or newly formed Subsidiary of BP I or BP II) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, BP I or BP II or any other Subsidiary of BP I or BP II that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of BP I, BP II or any of the Restricted Subsidiaries; provided further, however, that either:

(a)  the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b)  if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under “— Certain Covenants — Limitation on Restricted Payments.”

The Board of Directors of each of the Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)  (1) BP I or BP II could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or (2) the Fixed Charge Coverage Ratio for BP I, BP II and its Restricted Subsidiaries would be greater than such ratio for BP I, BP II and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and

(y)  no Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of each of the Issuers shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“US Controlled Foreign Subsidiary” means any Person that (A) is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and the US Treasury Regulations thereunder; (B) is organized under the laws of the United States or any state thereof or the District of Columbia and all or substantially all of the assets of such Person consist of equity or debt of one or more Persons described in clause (A) or this clause (B); or (C) is a Subsidiary of a Person described in clause (A) or (B).

“US Corporate Escrow Issuer” means RGHL US Escrow II Inc., a Delaware corporation.

“US Dollar Equivalent” means with respect to any monetary amount in a currency other than US Dollars, at any time for determination thereof by BP I, BP II or the Trustee, the amount of US Dollars obtained by converting such currency other than US Dollars involved in such computation into US Dollars at the spot rate for the purchase of US Dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” (or, if The Wall Street Journal is no longer published, or if such information is no longer available in The Wall Street Journal, such source as may be selected in good faith by BP I or BP II) on the date of such determination.

“US Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii) is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any

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specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

“US LLC Escrow Issuer” means RGHL US Escrow II LLC, a Delaware limited liability company.

“US Proceeds Loans” means (a) the intercompany loan from the US Issuer I to Closure Systems International Holdings Inc., dated as of November 5, 2009 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the 2009 Notes, (b) the intercompany loan from the US Issuer I to Reynolds Group Holdings Inc., dated as of November 5, 2009 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the 2009 Notes, (c) the intercompany loan from the US Issuer I to Reynolds Group Holdings Inc., dated May 4, 2010 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the May 2010 Notes, (d) the intercompany loan from the US Issuer I to Reynolds Acquisition Corporation, dated November 16, 2010 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds of the October 2010 Senior Notes and the October 2010 Senior Secured Notes, (e) the intercompany loan from the US Issuer I to Pactiv Corporation, dated February 1, 2011 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the February 2011 Senior Secured Notes and the February 2011 Senior Notes and (f) the intercompany loan from the US Issuer I to BP I or one of its Subsidiaries, dated September 8, 2011 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the August 2011 Senior Secured Notes and the August 2011 Senior Notes, (g) the intercompany loan from the US Issuer I to Reynolds Group Holdings Inc., dated the February 15, 2012 (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the February 2012 Senior Notes and (h) the intercompany loan from the US Issuer I to Reynolds Group Holdings Inc., on or about the Issue Date (as from time to time amended, supplemented, replaced or modified), made with a portion of the proceeds from the Senior Secured Notes.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or other similar shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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TAX CONSIDERATIONS

U.S. Federal Income Tax Considerations

The following is a discussion of certain U.S. federal income tax considerations relating to the exchange offer. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below) in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, Holders that hold a note as part of a straddle, hedge, conversion or other integrated transaction or Holders that are U.S. persons that have a “functional currency” other than the U.S. dollar). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations. As used in this discussion, the term “Holder” means a beneficial owner of a note.

The exchange of an old note for a new note pursuant to the exchange offer will not be treated as a sale or exchange of the old note by a Holder for U.S. federal income tax purposes. Accordingly, a Holder of an old note will not recognize any gain or loss upon the exchange of such old note for a new note pursuant to the exchange offer. Such Holder’s holding period for such new note will include the holding period for such old note, and such Holder’s adjusted tax basis in such new note will be the same as such Holder’s adjusted tax basis in such old note.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Certain United Kingdom Tax Considerations

The following is a general summary of certain United Kingdom (“UK”) tax considerations relating to the exchange offer. The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of new notes. The comments relate only to the position of persons who are absolute beneficial owners of the new notes and are resident (and in the case of individuals, ordinarily resident and domiciled) in the UK for tax purposes (“UK holders”). The following is a general guide for information purposes and should be treated with appropriate caution. In particular, noteholders who may be liable to taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposal of new notes are advised to consult their professional advisers as to whether they are so liable (and if so under the laws of which jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of the exchange offer. In particular, noteholders should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of new notes.

The exchange of old notes for new notes by a UK holder who is an individual should not be treated as a disposal of such old notes or an acquisition of the new notes for UK capital gains tax purposes. Instead, the new notes should be treated for such purposes as the same asset acquired at the same time, and for the same amount, as such old notes. However, the old notes may be regarded as “deeply discounted securities” for the purposes of the special rules set out in Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005. If so, the exchange of old notes for new notes by a UK holder who is an individual pursuant to the exchange offer may, depending on the holder’s personal circumstances, give rise to a charge to income tax on the positive difference, if any, between the market value of the new notes received by such holder on the date of the exchange and the amount paid by the holder to acquire the old notes for which they are exchanged.

The tax consequences of the exchange of old notes for new notes for a UK holder which is within the charge to UK corporation tax (for example, a company which is resident in the UK for UK tax purposes) will in general

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depend on the accounting treatment of the exchange for such holder in its accounts, assuming that such a UK holder’s accounts are prepared in accordance with generally accepted accounting practice.

There should be no UK tax consequences for a UK holder of old notes who does not participate in the exchange offer.

INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR OWN PARTICULAR CIRCUMSTANCES AND THE PARTICULAR TAX CONSIDERATIONS APPLICABLE TO THEM RELATING TO THE NOTES, INCLUDING THE TAX CONSEQUENCES OF EXCHANGING OLD NOTES FOR NEW NOTES PURSUANT TO THE EXCHANGE OFFER OR NOT PARTICIPATING IN THE EXCHANGE OFFER.

Certain Luxembourg Income Tax Considerations

The following is a discussion of the material Luxembourg income tax considerations relating to the exchange offer for holders of the notes (the “Holders”) which are tax residents of Luxembourg. This discussion is based on the Luxembourg Income Tax Act of 1967 (Loi relative à l’impôt sur le revenu) as amended. This discussion does not address all of the Luxembourg income tax considerations that may be relevant to specific Holders in light of their particular circumstances or to Holders subject to special treatment under Luxembourg income tax law.

For Holders which are tax residents of Luxembourg, the exchange of an old note for a new note pursuant to the exchange offer will in principle be treated as a sale or exchange of the old note by a Holder for Luxembourg income tax purposes. Accordingly, a Holder of an old note may have to recognize a gain or loss upon the exchange of an old note for a new note pursuant to the exchange offer. Such Holder’s holding period for such new note will in principle not include the holding period for the old note, and such Holder will in principle have a new adjusted tax basis in such new note. In principle, there should not be any Luxembourg income tax consequences to a Holder of an old note that does not participate in the exchange offer.

For Holders which are not tax residents of Luxembourg, the exchange of an old note for a new note should not have any Luxembourg income tax consequences.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE LUXEMBOURG TAX CONSIDERATIONS TO THEM RELATING TO THE NOTES, INCLUDING THE TAX CONSEQUENCES OF EXCHANGING OLD NOTES FOR NEW NOTES PURSUANT TO THE EXCHANGE OFFER OR NOT PARTICIPATING IN THE EXCHANGE OFFER.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes where such old notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of (i) in the case of an exchange dealer or initial purchaser, 180 days after the expiration date and (ii) in the case of any broker-dealer, 90 days after the expiration date, it will make this prospectus, as amended or supplemented, available for use in connection with any such resale. In addition, until                 , 2013, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

The Issuers will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of (i) in the case of an exchange dealer or initial purchaser, 180 days after the expiration date and (ii) in the case of any broker-dealer, 90 days after the expiration date the Issuers will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any exchange dealer, initial purchaser or broker-dealer that requests such documents in the letter of transmittal. The Issuers have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• such new notes are acquired in the ordinary course of business;

• at the time of the commencement of the exchange offer, such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

• such holder is not engaged in and does not intend to engage in a distribution of such new notes.

We have not sought and do not intend to seek a no-action letter from the SEC with respect to the effects of the exchange offer, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in previous no-action letters.

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VALIDITY OF THE SECURITIES

The validity of the new notes and the guarantees will be passed upon for us by Debevoise & Plimpton LLP. Debevoise & Plimpton LLP will rely upon the opinion of Blank Rome LLP as to certain matters of California law, the opinion of Richards, Layton & Finger, P.A. as to certain matters of Delaware law, the opinion of Sher Garner Cahill Richter Klein McAllister and Hilbert L.L.C. as to certain matters of Louisiana law, the opinion of Roberts & Stevens, P.A. as to certain matters of North Carolina law, the opinion of Vorys, Sater, Seymour and Pease LLP as to certain matters of Ohio law, the opinion of Ballard Spahr LLP as to certain matters of Pennsylvania law, the opinion of Jones Waldo Holbrook & McDonough, PC as to certain matters of Utah law, the opinion of Corrs Chambers Westgarth as to certain matters of Australian law, the opinion of Schoenherr Rechtsanwaelte GmbH as to certain matters of Austrian law, the opinion of Levy & Salomão Advogados as to certain matters of Brazilian law, the opinion of Harney Westwood & Riegels as to certain matters of British Virgin Islands law, the opinion of Blake, Cassels & Graydon LLP as to certain matters of Canadian law, the opinion of Pacheco Coto as to certain matters of Costa Rican law, the opinion of Carey Olsen LLP as to certain matters of Guernsey law, the opinion of Freshfields Bruckhaus Deringer LLP (Hong Kong) as to certain matters of Hong Kong law, the opinion of Oppenheim Ügyvédi Iroda as to certain matters of Hungarian law, the opinion of Freshfields Bruckhaus Deringer LLP (Japan) as to certain matters of Japanese law, the opinion of Loyens & Loeff, Avocats à la Cour, as to certain matters of Luxembourg law, the opinion of Borda y Quintana, S.C. as to certain matters of Mexican law, the opinion of Freshfields Bruckhaus Deringer LLP (Netherlands) as to certain matters of Dutch law, the opinion of Bell Gully as to certain matters of New Zealand law, the opinion of Pestalozzi Attorneys at Law Ltd as to certain matters of Swiss law and the opinion of Weerawong, Chinnavat  & Peangpanor Ltd. as to certain matters of Thai law.

EXPERTS

The financial statements of Reynolds Group Holdings Limited as of December 31, 2010 and 2011 and for each of the three years in the period ended December 31, 2011 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of Beverage Packaging Holdings Group as of December 31, 2010 and 2011 and for each of the three years in the period ended December 31, 2011 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Beverage Packaging Holdings (Luxembourg) I S.A. as of December 31, 2010 and 2011 and for each of the three years in the period ended December 31, 2011 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Pactiv Corporation at December 31, 2008 and 2009, and for each of the three years in the period ended December 31, 2009, appearing in this prospectus and the registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The carve-out combined financial statements of Dopaco as of May 1, 2011 and December 26, 2010 and for the 126-day period ended May 1, 2011 and the two years ended December 26, 2010 and December 27, 2009 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Graham Packaging Company Inc. as of December 31, 2009 and 2010 and for each of the three years in the period ended December 31, 2010 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

In connection with the exchange offer, we have filed with the SEC a registration statement on Form F-4, under the Securities Act, relating to the new notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus does not contain all the information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

The public may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. The SEC’s Internet address is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the registration statement relating to the exchange offer and other information that we file with the SEC at no cost by calling us or writing to us at the following address:

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Joseph Doyle

+1 (847) 482-2409

In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you must make your investment decision or at the latest by                , 2013.

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ENFORCEMENT OF CIVIL LIABILITIES

The US Issuers are organized under the laws of the state of Delaware. The Lux Issuer is organized under the laws of Luxembourg. The guarantors are incorporated and organized under the laws of Australia, Austria, Brazil, British Virgin Islands, Canada, Costa Rica, Germany, Guernsey, Hong Kong, Hungary, Japan, Luxembourg, Mexico, The Netherlands, New Zealand, Switzerland, Thailand, England and Wales and the United States, as applicable. As of the date of this prospectus, the directors and officers of many of the guarantors and the Lux Issuer, and many of the assets of such guarantors, are located outside the United States. Therefore, any judgment obtained in the United States against any such guarantor or any other such person, including judgments with respect to the payment of principal, premium (if any) and interest on the notes, may not be collectible in the United States. In addition, it may not be possible for investors to effect service of process within the United States upon the directors and officers of many of the guarantors, or to enforce against any of them judgments obtained in U.S. courts predicated upon the civil liability provisions of federal or state securities laws. The laws of each jurisdiction with respect to the collectability and enforcement of judgments obtained in U.S. courts are different and may adversely affect your right of recovery. See “Risk Factors — Risks Related to Our Structure, the Guarantees, the Collateral and the Notes — You may be unable to enforce judgments obtained in the United States and foreign courts against us, certain of the guarantors or our or their respective directors and executive officers.”

Australia

To enforce a conclusive and unsatisfied judgment that is enforceable by execution in the United States and obtained against a guarantor incorporated in Australia in a superior court of New York having jurisdiction to give that judgment, it is necessary for the judgment creditor to bring separate proceedings in the appropriate courts of Australia founded on the judgment. There is no treaty between the Commonwealth of Australia and the United States regarding the reciprocal recognition and enforcement of judgments.

Additionally, there is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the civil liability provisions of the federal securities laws of the United States. Further, a judgment of a United States court (whether or not such judgment relates to United States federal securities laws) may not be enforceable in Australia in certain other circumstances, including, among others, where such judgments:

• contravene local public policy;

• breach the rules of natural justice or general principles of fairness or are obtained by fraud;

• are subject to a declaration under the Foreign Proceedings (Excess of Jurisdiction) Act (1984) of Australia;

• are not for a fixed or readily ascertainable sum;

• are subject to appeal, dismissal, stay of execution or are otherwise not final and conclusive;

• involve multiple or punitive damages; or

• relate to proceedings of a revenue or penal nature.

Austria

According to the Austrian Enforcement Act (Exekutionsordnung), foreign judgments are only enforceable if the reciprocity is warranted by a bilateral or multilateral treaty between the countries involved or by an ordinance (Verordnung) of the Austrian government (in which ordinance the Austrian government confirms the reciprocity). The Republic of Austria and the United States have not entered into a treaty regarding the reciprocal recognition and enforcement of judgments rendered in either courts, other than arbitration awards in civil and commercial matters. There is also no applicable ordinance of the Austrian government in place. As such, the courts of Austria will not recognize and/or enforce a judgment obtained in the courts of the United States, be it a judgment rendered by a United States federal or state court. Accordingly, the subject matter upon which a judgment has been obtained in a United States federal or state court must be re-litigated before Austrian courts in accordance with applicable Austrian Civil Procedure Laws (Zivilprozessverfahren). Only after having obtained a final judgment before Austrian courts can enforcement procedures be initiated under the Austrian Enforcement Act.

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Brazil

Some guarantors of the notes are incorporated under the laws of Brazil. These guarantors’ directors all reside outside the United States and all of the guarantors’ assets are located outside the United States. As a result, it may not be possible for investors to effect service of process in the United States upon such Guarantors or their directors, or to enforce judgments against them in the United States.

Brazil has not entered into a treaty with the United States providing for the reciprocal recognition and enforcement of judgments. Notwithstanding, a final conclusive judgment for the payment of money rendered by any U.S. state or federal court in respect of the guarantee would be recognized in the courts of Brazil (to the extent that Brazilian courts may have jurisdiction) and such courts would enforce such judgment without any retrial or reexamination of the merits of the original action only if such judgment has been previously ratified by the Superior Court of Justice of Brazil (Superior Tribunal de Justiça or STJ). Such ratification is available only if:

• the judgment fulfills all formalities required for its enforceability under the applicable federal and state laws of the U.S.;

• the judgment contemplates an order to pay a determined sum of money or specific performance;

• the judgment is issued by a competent court after proper service of process on the parties in conformity with due process, which service must comply with Brazilian law if made against a Brazilian resident party, or after sufficient evidence of the parties’ absence has been given, as established pursuant to applicable law;

• the judgment is not subject to appeal;

• the judgment is authenticated by the Brazilian consulate in the location the judgment was delivered;

• the judgment is translated into Portuguese by a certified translator; and

• the judgment is not against Brazilian public policy, good morals or national sovereignty.

Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the U.S. securities laws with respect to the guarantee. Furthermore, civil actions may be brought before Brazilian courts in connection with this prospectus predicated solely on the federal securities laws of the United States and, subject to applicable law, Brazilian courts may enforce liabilities in such action against us or the directors and officers (provided that provisions of the federal securities laws of the United States do not contravene Brazilian policy, good morals or national sovereignty and provided further that Brazilian courts can assert jurisdiction over the particular action) and the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is limited by provisions of Brazilian law.

Under Brazilian regulations, Brazilian companies are not required to obtain authorization from the Brazilian Central Bank in order to make payments under guarantees in favor of foreign persons, such as the holders of the notes and the Issuers. There is no assurance that such regulations will continue to be in force at the time the Brazilian guarantors are required to perform their payment obligations under the guarantees. If these regulations are modified and an authorization from the Brazilian Central Bank is required, the Brazilian guarantors would need to seek an authorization from the Brazilian Central Bank to transfer the amounts under the guarantees out of Brazil or, alternatively, make such payments with funds held by the Brazilian guarantors outside Brazil. There is no assurance that such an authorization will be obtained or that such funds will be available.

In addition, a plaintiff (whether Brazilian or not) that resides outside Brazil during the course of litigation in Brazil must post bond to secure payment of costs and fees if the plaintiff owns no real property in Brazil. This bond must have a value sufficient to satisfy the payment of court fees and defendant’s attorneys’ fees, as determined by the Brazilian judge, except in the case of the enforcement of foreign judgments that have been duly confirmed by the STJ.

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British Virgin Islands

There is no statutory registration regime in the British Virgin Islands for judgments of the courts of the United States (the “Courts”). However, any final and conclusive monetary judgment for a definite sum obtained against a British Virgin Islands’ Guarantor (the “BVI Guarantor”) in the Courts would be recognized as a valid judgment and treated by the courts of the British Virgin Islands as a cause of action in itself and sued upon as a debt at common law with a view to proceeding with the claim by way of summary judgment so that no retrial of the issues would be necessary provided that:

• the Courts had jurisdiction in the matter and the BVI Guarantor either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

• the judgment given by the Courts was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations;

• the judgment was not procured by fraud;

• recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy;

• the proceedings pursuant to which judgment was obtained were not contrary to natural justice;

• no new admissible evidence relevant to the matter was submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; and

• all procedures relevant to the matter under the laws of the British Virgin Islands were duly complied with.

The British Virgin Islands would follow the general position under English common law that a court will not enforce a foreign penal law, either directly or indirectly. A judgment awarding monetary damages under the U.S. federal securities laws would constitute a penalty (and therefore not be enforced) if it is recoverable only at the instance of: (i) a U.S. state; (ii) a U.S. public official or agency; or (iii) a member of the public in the character of a common informer who pursues an action in the interest of the whole community.

Original action in the British Virgin Islands based upon the U.S. federal securities laws

If an action is capable of amounting to a cause of action under common law and thus capable of being sustained as a cause of action in itself under English law then it may be possible for such action to be brought in the British Virgin Islands. For example, if the action to be brought in the British Virgin Islands is based on a provision within the U.S. federal securities laws which prohibits fraud, deceit or misrepresentation in the sale of securities, an investor may be able to bring an original action in the British Virgin Islands if the facts and circumstances of their case amount to an action for fraud, misrepresentation or deceit based solely on the common law without reference to or independent of the U.S. federal securities laws.

However, where such action can only be based on a particular provision within the U.S. federal securities laws, for example, such action that may relate to strict reporting or registration requirements to particular bodies established under or recognized by such law (such as the SEC); it is very unlikely that such action would have extra-territorial effect unless specifically stated within that law and recognized as having such effect under British Virgin Islands law. Consequently, an investor would not be able to bring such an action in the British Virgin Islands in those circumstances.

Canada

Canada and its provinces are not party to any convention or bilateral treaty with the United States providing for the reciprocal recognition and enforcement of judgments. As a result, a judgment obtained in a U.S. federal or state court (a “U.S. Court”) against the guarantors (or their directors or officers) incorporated (or located) in the province of Ontario or Québec will not automatically be recognized or enforced by the courts of those provinces, but may be enforced by a judgment of the courts of those provinces on the basis discussed below. However, there is substantial doubt whether an original action predicated solely upon civil liability under United States federal securities legislation could be brought successfully in the province of Ontario or Québec, and furthermore, that if

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a court of either of those provinces concluded that it had jurisdiction over such an action, it might exercise its discretion to decline to assume jurisdiction based on consideration of the most appropriate or convenient forum for that action to be heard.

Ontario

A court of competent jurisdiction in the Province of Ontario (“Ontario Court”) would give a judgment based upon a final and conclusive in personam judgment of a court exercising jurisdiction in a U.S. Court for a sum certain, obtained against a guarantor (or its directors or officers) with respect to a claim arising out of the guarantee provided by such guarantor (a “U.S. Judgment”), without reconsideration of the merits, provided that:

(a)  the U.S. Court had jurisdiction over the guarantor as recognized under the laws of the Province of Ontario and the federal laws of Canada applicable therein for purposes of enforcement of foreign judgments;

(b)  an action to enforce the U.S. Judgment must be commenced in the Ontario Court within any applicable limitation period;

(c)  the Ontario Court has discretion to stay or decline to hear an action on the U.S. Judgment if the U.S. Judgment is under appeal or there is another subsisting judgment in any jurisdiction relating to the same cause of action as the U.S. Judgment;

(d)  the Ontario Court will render judgment only in Canadian dollars; and

(e)  an action in the Ontario Court on the U.S. Judgment may be affected by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally; and

subject to the following defenses:

(f)  the U.S. Judgment was obtained by fraud or in a manner contrary to the principles of natural justice;

(g)  the U.S. Judgment is for a claim which under the laws of the Province of Ontario and the federal laws of Canada applicable therein would be characterized as based on a foreign revenue, expropriatory, penal or other public law, which would include awards of damages made under civil liability provisions of United States federal securities legislation, or other laws, to the extent that the same would be classified by Ontario Courts as being of a penal nature (for example, penal or similar awards made by a court in a regulatory prosecution or proceeding);

(h)  the U.S. Judgment is contrary to Ontario public policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in these statutes; and

(i)  the U.S. Judgment has been satisfied or is void or voidable under the laws of the applicable state or the federal laws of the United States.

Québec

A court of competent jurisdiction in the Province of Québec (a “Québec Court”) would permit a motion to be brought in a Québec Court for recognition and enforcement of any final, conclusive and enforceable judgment in personam for a sum certain rendered by a U.S. Court if the judgment is neither subject to ordinary remedy (such as appeal and judicial review) nor impeachable as void or voidable under the internal law of the relevant state, and if :

• the U.S. Court rendering such judgment had jurisdiction over the judgment debtor, as determined by the Civil Code of Québec;

• such judgment was not obtained by fraud or rendered in contravention of the fundamental principles of procedure or contrary to any order made by the Attorney General of Canada under the Competition Act (Canada) or the Foreign Extraterritorial Measures Act (Canada);

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• there has been no dispute between the same parties, based on the same facts and having the same object, which has given rise to a decision by a Québec Court, whether it has acquired the authority of a final judgment (res judicata) or not, or is pending before a competent authority, in the first instance, or has been decided in a third country and the decision meets the necessary conditions for recognition by such a Québec Court;

• the outcome of such judgment is not manifestly inconsistent with public order as understood in international relations, as such term is applied by a Québec Court;

• the enforcement of such judgment does not constitute the enforcement of obligations arising from the taxation law of a jurisdiction other than the Province of Québec unless the law of that jurisdiction recognizes and enforces the taxation law of the Province of Québec; and

• the motion for recognition and declaration for enforcement of such judgment in the Province of Québec is commenced within three years after the date of such judgment.

Further, if the judgment was rendered by default, the plaintiff must prove that the act of procedure initiating the proceedings was duly served on the defendant, and a Québec Court may refuse recognition or enforcement of the judgment if the defendant proves that, owing to the circumstances, it was unable to learn of the act of procedure initiating the proceedings or it was not given sufficient time to offer its defense.

Recognition or enforcement of a foreign decision may also be granted partially if the decision deals with several claims that can be dissociated.

Where a foreign decision orders a debtor to pay a sum of money expressed in foreign currency, a Québec Court converts the sum into Canadian currency at the rate of exchange prevailing on the day that the decision became enforceable at the place where it was rendered.

Germany

Enforcement of U.S. Judgments in Germany

There is doubt as to the enforceability in Germany of civil liabilities based on federal or state securities laws of the United States, either in an original action or in an action to enforce a judgment obtained in U.S. federal or state courts. The United States and the Federal Republic of Germany currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state securities laws, would not automatically be enforceable in Germany. A final judgment by a U.S. federal or state court, however, may be recognized and enforced in Germany in an action before a court of competent jurisdiction in accordance with the proceedings set forth by the German Code of Civil Procedure (Zivilprozessordnung). In such an action, a German court generally will not reinvestigate the merits of the original matter decided by a U.S. court, except as noted below. The recognition and enforcement of the U.S. judgment by a German court is conditional upon a number of factors, including the following:

• the judgment being final under U.S. law;

• the U.S. court having had jurisdiction over the original proceeding under German law;

• the defendant having had the chance to defend itself against an unduly or untimely served complaint;

• the judgment of the U.S. court being consistent with — should one of the following judgments exist — (i) the judgment of a German court or (ii) a recognized judgment of a foreign court handed down before the judgment of the U.S. court;

• the procedure on which the judgment of the U.S. court is based being consistent with — should a matter have been pending before a German court before — the procedure of that pending matter in Germany;

• the recognition of the judgment by the U.S. court being compatible with German public policy, including the fundamental principles of German law and, in particular, the civil liberties (Grundrechte) guaranteed by virtue of the German Constitution (Grundgesetz); and

• generally, the guarantee of reciprocity.

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Subject to the foregoing, holders of the notes may be able to enforce judgments in civil and commercial matters obtained from U.S. federal or state courts in Germany. However, there can be no assurance that attempts to enforce judgments in Germany will be successful. In addition, the recognition and enforcement of punitive damages are usually denied by German courts as incompatible with the substantial foundations of German law. Moreover, a German court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Consequently, judgments awarding monetary damages under civil liabilities provisions of the U.S. federal securities laws may not be enforceable to the extent they provide for a compensation that would qualify as being of a penal or punitive nature, i.e. where such compensation exceeds the actual losses and the compensation for pain and suffering.

German civil procedure differs substantially from U.S. civil procedure in a number of respects. Insofar as the production of evidence is concerned, U.S. law and the laws of several other jurisdictions based on the common law provide for pre-trial discovery, a process by which parties to the proceedings may, prior to trial, compel the production of documents by adverse or third parties and the deposition of witnesses. Evidence obtained in this manner may be decisive in the outcome of any proceeding. No such pre-trial discovery process exists under German law.

Guernsey

In Guernsey, foreign judgments can be recognized by the Royal Court of Guernsey either under the Foreign Judgments (Reciprocal Enforcement) (Guernsey) Law, 1957, as amended (the “1957 Law”), which provides a statutory framework for the enforcement of judgments made in a reciprocating country and of a kind to which the 1957 Law applies, or under the principles of common law. Save for very exceptional and limited circumstances, if the 1957 Law does not apply then the common law prevails.

Guernsey is not party to any convention or bilateral treaty with the United States providing for the reciprocal recognition and enforcement of judgments, nor is the United States a reciprocating country under the 1957 Law. As a result, a judgment obtained in a court in the United States against the Guernsey guarantor (or its directors or officers) incorporated (or located) in Guernsey cannot be registered or enforced in Guernsey, pursuant to the 1957 Law, but may be enforceable by separate action on the judgment in accordance with Guernsey common law rules.

To enforce the judgment of a court of the United States in Guernsey, the claimant would be required to bring fresh proceedings before the competent court in Guernsey, suing on the foreign judgment itself and applying for summary judgment if the case is placed on the pleadings list. In such an action, the Guernsey court is unlikely to re-examine the merits of the original case decided by a United States court.

According to current practice, the Guernsey court will (subject to the following matters) enforce the judgment of a court in the United States in a claim in personam provided that the following conditions inter alia are satisfied:

(a)  the judgment is for a debt or fixed or ascertainable sum of money (provided that the judgment does not relate to U.S. penal, revenue or other public laws);

(b)  the judgment is final and conclusive; and

(c)  the court in the United States had, at the time when proceedings were served, jurisdiction over the judgment debtor in accordance with the Guernsey rules of private international law.

A Guernsey court will not, however, enforce that judgment if the judgment debtor satisfies the court that:

(a)  the judgment was given in proceedings that were in breach of principles of natural or substantial justice;

(b)  enforcement of the judgment would be contrary to Guernsey public policy;

(c)  the foreign court did not have jurisdiction to give that judgment according to Guernsey rules on the conflict of laws;

(d)  there was fraud on the part of the Court pronouncing judgment;

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(e)  there was fraud on the part of the party in whose favor the judgment was given;

(f)  enforcement proceedings are time barred under the Guernsey laws on prescription/limitation;

(g)  the foreign judgment is not for a definite sum of money other than a sum in respect of taxes or penalties or is not final and conclusive;

(h)  the foreign judgment was against a person who was entitled to immunity from the courts of that country; and

(i)  the foreign court had no jurisdiction in circumstances where the judgment debtor was, at the time the proceedings were instituted, present in the foreign country and the bringing of proceedings in that Court was contrary to an agreement under which the dispute was to be settled and the judgment debtor did not agree to the proceedings being brought in that Court, nor counterclaimed or otherwise submitted to the jurisdiction.

If the Guernsey court gives judgment for the sum payable under a judgment of a United States court, the Guernsey judgment would be enforceable by the methods generally available for the enforcement of Guernsey judgments. These give the court discretion whether to allow enforcement by any particular method. In addition, it may not be possible to obtain a Guernsey judgment or to enforce any Guernsey judgment if the judgment debtor is subject to any insolvent administration or similar proceedings; if there is delay; if an appeal is pending or anticipated against the Guernsey judgment in Guernsey or against the foreign judgment in the courts of the United States; or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Additionally any Security Interest may affect the circumstances where the Guernsey courts provide judicial assistance to persons empowered under foreign bankruptcy law to act on behalf of an insolvent company and/or in relation to the enforcement of a judgment debt.

Jurisdiction

A foreign court is considered to have jurisdiction where one of four criteria is met, being any of the following:

• where the respondent to the order sought to be enforced was, at the time the proceedings were instituted, present in the foreign jurisdiction (and where that “person” is a corporate entity, whether it is resident or maintains a fixed place of business in the foreign jurisdiction);

• where the respondent to the order sought to be enforced was a claimant or counterclaimant in the proceedings in the foreign court;

• where the respondent to the order sought to be enforced submitted to the jurisdiction of the foreign court by voluntarily appearing in the proceedings; or

• where the respondent to the order sought to be enforced agreed, prior to the commencement of the proceedings, to submit to the jurisdiction of the foreign court.

Sum of Money

It is a generally accepted principle of common law in Guernsey that for a court to recognize a foreign judgment, that judgment needs to be for a definite sum of money and must not include deductions or additions for unspecified amounts such as tax, nor can it include penalties.

Final and Conclusive

A foreign judgment which is final and conclusive, for the purposes of recognition under Guernsey common law, is one which cannot be varied by the court which pronounced it, notwithstanding that there may be a right of appeal.

Subject to the foregoing, holders of notes who obtain a final judgment for a definite sum of money from a court in New York against a Guernsey guarantor could subsequently bring proceedings in Guernsey to recover

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the sum specified, as the Guernsey guarantor submitted to the jurisdiction of the New York Courts when entering into the indentures.

Original actions in courts of Guernsey

A Guernsey court will prima facie take jurisdiction over an action brought by an investor under U.S. securities laws against a guarantor incorporated and organized under the laws of Guernsey, and would apply U.S. law (if applicable and appropriate) to determine the liability of the defendant. However, the court may decline to exercise jurisdiction over the claim. A key factor as to whether the Guernsey Court would take jurisdiction is likely to be argument on forum conveniens. Factors such as the extent of the disputed issues of foreign law, the nature of the dispute, the residence and place of business of the defendant and the location of key witnesses is likely to influence the Guernsey courts’ decision at this area.

Would a monetary judgment on U.S. Federal Securities Laws Constitute a penalty

This is addressed only to the extent it may affect the enforcement of a U.S. judgment. The Guernsey case law on this point is not clear. The matter cannot therefore be conclusively opined on. However, in the case of Terry and Durrettebradshaw Plc v Butterfield Bank (Guernsey) Limited 2005-2006 GLR 327, the Guernsey courts considered whether a receivership order made in the United States pursuant to the general equity powers granted to Federal District Courts by Section 27 of the Securities Exchange Act 1934 with regard to violations of that Act, which was primary penal in nature, amounted to the enforcement of foreign penal law. It concluded that it did not amount to the enforcement of foreign penal law since the plaintiff’s main aim, in that case, was to collect funds for the compensation of defrauded investors. Further, as there was no chance that any of those monies would be paid into the U.S. Treasury, recognition of the order in Guernsey would not amount to an exercise of foreign sovereign power for the benefit of the state.

Hungary

Enforcement of the Choice of U.S. Law

The Hungarian courts would give effect to the choice of U.S. law as the governing law of the obligations under the guarantee in a lawsuit commenced in respect of the guarantee.

Enforcement of U.S. Court Judgments

Hungarian courts will enforce a final and non-appealable judgment of a U.S. court with respect to property (including money) claims only in cases where:

(i)  the jurisdiction of the court or authority is found to be legitimate under Hungarian legal rules concerning jurisdiction; and

(ii)  the jurisdiction of such foreign court was stipulated by the parties in the manner prescribed by Hungarian conflicts law.

The judgments of foreign courts are recognized under Hungarian law except where:

(i)  such recognition is manifestly contrary to public policy in Hungary;

(ii)  the foreign court would not have had competence under its own laws to proceed against its own citizen (including legal entities) in a similar matter;

(iii)  it was given in default of appearance, if the defendant was not served with the document which instituted the proceedings or with an equivalent document in sufficient time and such a way as to enable him to arrange for his defenses, unless the defendant failed to commence proceedings to challenge the judgment when it was possible for him so to do;

(iv)  the decision was based on the findings of proceedings which seriously violated the basic principles of Hungarian procedural rules;

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(v)  it is irreconcilable with the judgment given in a dispute between the same parties in Hungary;

(vi)  it is irreconcilable with an earlier judgment given outside Hungary involving the same cause of action and between the same parties, provided that the earlier judgment fulfils the conditions necessary for its recognition in Hungary addressed; or

(vii)  the judgment conflicts with the provisions of any regulation dealing with jurisdiction in matters relating to insurance, jurisdiction over consumer contracts and exclusive jurisdiction (for example, proceedings related to real estate located in Hungary).

Statute of Limitations

The general statute of limitations period is five years in Hungary for enforcing a claim arising from guarantee obligations. The enforceability of a foreign judgment or arbitration award arising from a lawsuit initiated after the Hungarian statute of limitations periods have elapsed is uncertain.

Japan

A judgment of a foreign court may be enforced in a court of Japan, without further consideration of the merits of the case, only if all of the following conditions are satisfied:

• the foreign judgment concerned is duly obtained and is final and conclusive;

• the jurisdiction of the foreign court is recognized by the applicable law, or treaty;

• service of process has been duly effected on the party against which such judgment is to be enforced in Japan (the “Counterparty”) other than by public notice or some other similar method, or the Counterparty has appeared in the relevant proceedings in the foreign jurisdiction without receiving service thereof;

• the foreign judgment (including the court procedures leading to such judgment) is not contrary to public order or the good morals doctrine in Japan;

• judgments of Japanese courts receive reciprocal treatment in the courts of the foreign jurisdiction concerned; and

• the dispute resolved by the foreign judgment has not been resolved by a judgment given by a Japanese court and is not being litigated before a Japanese court.

There is no treaty between Japan and the United States regarding the reciprocal enforcement of judgments. However, under certain state court’s precedents, the following states are recognized as having reciprocity with Japan: California, New York, Texas, Nevada and the District of Columbia.

An investor may bring an original action in Japan based upon the U.S. federal securities laws if Japanese courts have jurisdiction over such action.

A judgment of a foreign court which orders payment of punitive damages may be considered contrary to public order or the good morals doctrine and, therefore, such judgment may not be enforceable in Japan.

Luxembourg

Although there is no treaty between Luxembourg and the United States regarding the reciprocal enforcement of judgments, a valid, final and conclusive judgment against the Lux Issuer. a guarantor or a security grantor incorporated in Luxembourg obtained from a state or federal court of the United States, which judgment remains in full force and effect, may be enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures set forth in Article 678 et seq. of the Luxembourg New Code of Civil Procedure, being:

• the foreign court must properly have had jurisdiction to hear and determine the matter, both according to its own laws and to the Luxembourg international private law conflict of jurisdiction rules;

• the foreign court must have applied the law which is designated by the Luxembourg conflict of laws rules or, at least, the order must not contravene the principles underlying those rules;

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• the decision of the foreign court must be enforceable in the jurisdiction in which it was rendered;

• the foreign court must have applied the proper law to the matter submitted to it and the foreign procedure must have been regular in light of the laws of the country of origin;

• the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant and in compliance with its own procedural laws; and

• the decisions and the considerations of the foreign court must not be contrary to Luxembourg international public policy rules or have been given in proceedings of a tax, penal or criminal nature (which would include awards of damages made under civil liabilities provisions of the U.S. federal securities laws, or other laws, to the extent that the same would be classified by Luxembourg courts as being of a penal or punitive nature (for example, fines or punitive damages)) or rendered subsequent to an evasion of Luxembourg law (fraude à la loi). Ordinarily an award of monetary damages would not be considered as a penalty, but if the monetary damages include punitive damages such punitive damages may be considered as a penalty.

If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules, Luxembourg courts may refuse to apply the designated law (i) if the choice of such foreign law was not made bona fide or (ii) if the foreign law was not pleaded and proved or (iii) if pleaded and proved, such foreign law was contrary to mandatory Luxembourg laws or incompatible with Luxembourg public policy rules. In an action brought in Luxembourg on the basis of U.S. federal or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought.

Mexico

There is doubt as to the enforceability in Mexico of civil liabilities based on the federal or state securities laws of the United States, either in an original action or in an action to enforce a judgment obtained in U.S. federal or state courts. The United States and Mexico currently do not have a treaty providing for the reciprocal recognition and enforcement of foreign judgments. Consequently, a final judgment for payment given by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state securities laws, would not automatically be enforceable in Mexico. A final judgment by a U.S. federal or state court in a properly decided case, however, may be recognized and enforced in Mexico in an action before a court of competent jurisdiction pursuant to Article 1347A of the Commerce Code, which provides, inter alia, that any judgment rendered outside Mexico may be enforced by Mexican courts, provided that:

• such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of the respective transaction documents;

• such judgment is strictly for the payment of a certain sum of money, based on an in personam (as opposed to an in rem) action;

• the judge or court rendering the judgment was competent to hear and judge on the subject matter of the case in accordance with accepted principles of international law that are compatible with Mexican law. The foreign judge or court rendering the judgment would not be considered competent when the relevant documents include a jurisdiction clause in which the parties have submitted solely to the jurisdiction of Mexican courts;

• service of process is made personally on the defendant or on its duly appointed process agent;

• such judgment does not contravene Mexican law, public policy of Mexico, international treaties or agreements binding upon Mexico or generally accepted principles of international law;

• the applicable procedure under the laws of Mexico with respect to the enforcement of foreign judgments (including the issuance of a letter rogatory by the competent authority of such jurisdiction requesting enforcement of such judgment and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with;

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• the action in respect of which such judgment is rendered is not the subject matter of a lawsuit among the same parties, pending before a Mexican court;

• such judgment is final in the jurisdiction where obtained;

• the courts of such jurisdiction recognize the principles of reciprocity in connection with the enforcement of Mexican judgments in such jurisdiction; and

• such judgment fulfills the necessary requirements to be authentic.

Recognition of the Laws of New York in Judicial Proceedings in Mexico

Although the choice of the laws of New York to govern the guarantees would be recognized by the competent courts of Mexico, in case of a dispute before a Mexican court, the Mexican court would only recognize the substantive laws of New York and would apply the laws of Mexico with respect to procedural matters. Further, a Mexican court may refuse to apply and/or to enforce provisions governed by the laws of New York (as they apply to the guarantees) if the respective provision is contrary to the public policy of Mexico.

Judgments of Mexican Courts Enforcing the Obligations of Any Mexican Guarantors in Respect of the Notes Would Be Paid Only in Mexican Pesos

In the event that proceedings are brought against the Mexican guarantors in Mexico, either to enforce a judgment or as a result of an original action brought in Mexico, the Mexican guarantors would not be required to discharge those obligations in a currency other than Mexican currency. Under the Monetary Law of Mexico, an obligation, whether resulting from a judgment or by agreement, denominated in a currency other than Mexican currency, which is payable in Mexico, may be satisfied in Mexican currency at the rate of exchange in effect on the date on which payments are made. Such rate is currently determined by the Mexican Central Bank (Banco de México) and published every banking day in the Official Gazette of the Federation (Diario Oficial de la Federación). No separate action exists or is enforceable in Mexico for compensation for any shortfall.

New Zealand

Two guarantors of the notes are companies incorporated under the laws of New Zealand (“New Zealand Guarantors”). With the exception of Thomas Degnan, all of the directors of the New Zealand Guarantors reside outside the United States and all or a substantial portion of the assets of the New Zealand Guarantors and of the directors (other than Thomas Degnan) are located outside the United States. As a result, it may not be possible for investors to effect service of process in the United States upon a New Zealand Guarantor or its directors residing outside the United States, or to enforce judgments against them in the United States.

Although there is no treaty between the United States and New Zealand providing for the reciprocal recognition and enforcement of judgments, as a matter of judicial comity, New Zealand courts will recognize a judgment obtained in the courts of the United States if, under the conflict of laws rules applied in New Zealand, the courts of the relevant jurisdiction of the United States had jurisdiction to give judgment against the judgment debtor. The jurisdiction of a court of the United States (or other foreign country) will be recognized in New Zealand if any of the following applies:

• the person against whom the judgment is sought to be recognized or enforced (the “judgment debtor”) was resident in the relevant jurisdiction of the United States at the time proceedings were instituted, (and possibly if he or she were merely present at that time);

• the judgment debtor was the plaintiff, or counterclaimed, in the proceedings in the United States court;

• the judgment debtor submitted to the jurisdiction of the United States court by voluntarily appearing in the proceedings; or

• the judgment debtor had expressly agreed before the commencement of the proceedings to submit to the jurisdiction of that court, or of the courts of that jurisdiction, in respect of the subject matter of the proceedings.

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Provided the jurisdiction of the relevant United States court is recognized, its judgment may be enforced as a debt by proceedings in the courts of New Zealand, provided that the judgment:

• is for payment of a debt or a definite sum of money;

• is not in respect of taxes, fines or penalties;

• is final and conclusive;

• has not been wholly satisfied;

• was not obtained by fraud;

• was not obtained following proceedings that are contrary to New Zealand’s conception of natural justice; and

• was not contrary to public policy as then recognized in New Zealand.

A judgment awarding monetary damages under U.S. federal securities laws may not be enforceable under New Zealand law if it is considered a “penalty” under New Zealand law.

An original action brought in a New Zealand Court based on U.S. federal securities laws may be challenged on the basis that the New Zealand Court is not the appropriate forum for the trial of the proceeding.

Factors that are relevant to the determination of appropriate forum for the proceedings (the “forum conveniens”) include: (a) the relative cost and convenience of proceeding in each jurisdiction; (b) the location and availability of documents and witnesses; (c) the existence and state of related litigation in another jurisdiction; (d) whether all relevant parties are subject to the forum jurisdiction, so that all issues can be resolved in one hearing; (e) whether the law governing the dispute is the law of the forum; (f) the existence of an agreement to submit to a particular jurisdiction or a clause relating to the appropriateness of a particular forum; (g) the strength of the plaintiff’s case; (h) the likely location of enforcement; (i) the genuineness of the defendant’s objection to forum; (j) procedural advantages in one jurisdiction; (k) a decision in another jurisdiction that it is the forum conveniens; (l) the place of residence of the parties and where they carried on business; and (m) whether the overseas defendants will suffer an unfair disadvantage if a local court assumes jurisdiction.

The Netherlands

In the absence of an applicable treaty or convention providing for the recognition and enforcement of judgments in civil and commercial matters, other than arbitral awards, between the United States of America and the Netherlands, a judgment of a court in the United States of America (the “U.S. Judgment”) is not automatically enforceable in the Netherlands.

To obtain an enforceable judgment against the Dutch subsidiaries in the Netherlands, the matter will need to be re-litigated before the competent court in the Netherlands. Where the defendant was held liable for a breach of the U.S. federal securities law on the basis of tort, this in itself should not be a reason not to give effect to the U.S. Judgment. In the course of such proceedings, the U.S. Judgment will have to be submitted to the relevant court in the Netherlands, and the Dutch court may give the effect to the U.S. Judgment as it deems appropriate.

According to current practice, however, based upon case law, Dutch courts will be expected to render a judgment in accordance with the U.S. Judgment, if and to the extent that:

(i)  the court rendering the U.S. Judgment had jurisdiction over the subject matter of the litigation on internationally acceptable grounds and has conducted the proceedings in accordance with general principles of fair trial;

(ii)  the U.S. Judgment is final and definite; and

(iii)  such recognition is not in conflict with an existing Dutch judgment or with Dutch public policy (i.e. a fundamental principle of Dutch law). If a judgment awarding money damages contains a punitive element, such a judgment may be in violation of Dutch public policy. The relevant court in the Netherlands

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may therefore require a substantive review of such “punitive damages.” For such a review the court may require further information as to the nature and composition of the total amount of damages and the part thereof that corresponds with the punitive damages, in order to assess whether the punitive damages are of any proportion to the damages that have actually been suffered.

Switzerland

Judgments in civil or commercial matters of a non-Swiss court or authority will be recognized and enforced against an individual or a legal entity with legal domicile or seat in Switzerland pursuant to a bilateral or multilateral treaty or convention between the foreign country and Switzerland. In case no applicable treaty or convention exists, the rules of the Swiss Federal Act on Private International Law (“PILA”; Bundesgesetz vom 18. Dezember 1987 über das Internationale Privatrecht (IPRG)) apply. Except for arbitral awards, there is currently no treaty or convention in effect pertaining to the recognition and enforcement of judgments in civil and commercial matters between the United States of America and Switzerland.

Thus, Art. 25-32 PILA apply for the recognition and enforcement of an U.S. federal or state court judgment (“U.S. Judgment”) in Switzerland. In cases where a U.S. money Judgment shall be enforced, the Swiss Federal Act on Debt Enforcement and Bankruptcy (Bundesgesetz vom 11. April 1889 über Schuldbetreibung und Konkurs (SchKG)) and the Swiss Code of Civil Procedure (Schweizerische Zivilprozessordnung vom 19. Dezember 2008 (ZPO)), apply in addition to the PILA. The judgment of a Swiss court or authority of first instance concerning recognition and enforcement of a foreign judgment, including a U.S. Judgment, is generally subject to appeal.

The competent Swiss court or authority will recognize and enforce a non-Swiss judgment, including a U.S. Judgment, provided that all of the following requirements (a)-(c) are fulfilled:

(a) the court or authority of the country in which the judgment was rendered had jurisdiction;

(b) no ordinary judicial remedy is available against the judgment or if it is final; and

(c) there are no grounds to refuse recognition and enforcement.

Within the meaning of (a) above, jurisdiction of the non-Swiss court or authority is established:

• if a provision of the PILA so provides or, in the absence of such provision, if the defendant had his legal domicile in the country in which the judgment was rendered; or

• if the parties, in a pecuniary dispute, entered into an agreement valid under the PILA submitting their dispute to the jurisdiction of the court or authority which rendered the judgment; or

• if the defendant, in a pecuniary dispute, proceeded on the merits without objecting to jurisdiction; or

• if, in the event of a counterclaim, the court or authority which rendered the judgment had jurisdiction over the principal claim and if there is a factual connection between the principal claim and the counterclaim.

Within the meaning of (c) above, a Swiss court or authority will refuse recognition and enforcement of a non-Swiss judgment (including a U.S. Judgment) for the following limited reasons only, without otherwise reviewing it as to its merits:

• if recognition and enforcement would be manifestly irreconcilable with Swiss public policy (e.g., if the Swiss court would consider that the amount awarded in the foreign judgment constitutes an excessive penalty, such as punitive damages, it may refuse recognition and enforcement, or reduce this amount accordingly); or

• if a party proves that:

(1)  it was not duly summoned pursuant to the law of its domicile or its ordinary residence unless it proceeded on the merits without objecting to jurisdiction; or

(2)  the judgment was rendered in violation of fundamental principles of Swiss procedural law, in particular if its right to be heard was not granted; or

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(3)  proceedings between the same parties in the same subject matter were first initiated or adjudicated in Switzerland, or that it was earlier adjudicated in a third country and such judgment is recognizable in Switzerland.

Original actions in courts of Switzerland

There is doubt whether a Swiss court would accept jurisdiction and impose civil liability on a guarantor incorporated in Switzerland if the original action against the guarantor was commenced in Switzerland and predicated upon U.S. securities laws.

Thailand

General

Thailand is not a party to the Hague Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters and it has no bilateral treaties with other countries for the reciprocal recognition and enforcement of judgments. Moreover, there is no statutory basis in Thai law to apply the principle of comity to judgments from foreign courts.

As a result, a judgment rendered by any foreign court would not be enforceable in a Thai court. Instead, the noteholders will have to initiate court proceedings in Thailand before a Thai court in order to enforce the guarantee against the Thai guarantor. The Thai court may, at its sole discretion, consider a judgment from a foreign court admissible in evidence in an action in such Thai court, but it is not bound by that judgment.

If any agreement to which the Thai guarantor is a party is governed by any law other than Thai law, the law governing the agreement will, with respect to the essential elements or effects of that law, be recognized and applied only to the extent to which such law is:

(i)  proven to the satisfaction of the Thai court (which satisfaction is within the discretion of that court); and

(ii)  not considered contrary to the public order or good morals of the people of Thailand.

The scope of the public order and good morals of the people of Thailand has not been established in any Supreme (Dika) Court judgment and is uncertain.

A party claiming compensation for breach of contract must prove that damages are a direct or reasonably foreseeable consequence of the breach. Thai law allows payment of a money obligation expressed in a foreign currency to be made in Thai baht, by using the rate of exchange at the time and in the place of payment. A Thai court may express an order or judgment for the payment of debt in the currency in which the debt is then outstanding or, if the debt is denominated in foreign currency, the court’s order or judgment may be expressed in an equivalent amount in Thai baht. The equivalent amount in Thai baht will be determined using the average commercial bank selling rate prevailing on the date of judgment or, failing that, the last available average commercial bank selling rate prior to that date. We can make no assurances that a currency indemnity agreement will be recognized by a Thai court.

The Supreme Court has held that, under Thailand’s Civil Procedure Code, a court has discretion to award legal fees and court costs to parties in court cases in accordance with legal rates. The Supreme Court further held in that decision that any agreement and attempt to impose an obligation on a party to pay for legal fees exceeding the sum which may be awarded by the court is invalid.

An original civil action can be brought against the Thai guarantor in Thailand based upon the U.S. federal securities laws if the wrongful act occurs in the United States, provided that such an act is also considered a wrongful act under Thai law. The person filing a claim for compensation for such a wrongful act cannot make any sort of claim that would not be recognized under Thai law.

Guarantee

If the guarantee provided by the Thai guarantor is called, the Thai guarantor will be required to remit foreign currency out of Thailand. Unless Thailand’s current exchange control legislation and regulations are

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changed by the time that the Thai guarantor has to make such payment, the remittance of foreign currency by the Thai guarantor to pay a demand under its guarantee exceeding $50,000 or its equivalent will be subject to specific approval from the Bank of Thailand. The Thai guarantor cannot currently remit foreign currency to pay the beneficiaries of its guarantee outside Thailand without this approval.

There is no assurance that the Bank of Thailand would give such an approval for a full amount of the guarantee obligations. It would be likely that the Bank of Thailand would impose conditions and limitation of the amount to be remitted on such approval. For example, conditions imposed in other transactions have limited the amount approved either to a stipulated amount, the amount of the benefit received by the Thai guarantor from the transaction (e.g., the amount of money remitted to Thailand, whether from intercompany lending, investment or otherwise) or to the Thai guarantor’s positive net worth.

However, specific approval does not have to be obtained directly from the Bank of Thailand if a Thai court renders judgment against a Thai guarantor ordering it to pay its obligations under its guarantee. In such a case, a commercial bank (as an authorized agent of the Bank of Thailand conducting transactions in foreign exchange) may provide the foreign currency needed for the payments stipulated in the court judgment.

Thus, absent Bank of Thailand approval, under current exchange control legislation and rules, you would need to obtain a judgment from a Thai court ordering the Thai guarantor to honor a demand for payment in foreign currency under a guarantee in order for it to do so.

Conditional Assignments

The rights granted by the Thai guarantor in its receivables and bank deposit accounts will be done pursuant to conditional assignments for the benefit of the holders of the senior secured notes. Such assignments require the underlying assets to be assigned if and when the Thai guarantor defaults in performing its obligations.

Although the conditional assignments will give the holders of the senior secured notes enforceable contract rights, conditional assignments are not “security interests” in the sense of the phrase accepted outside Thailand. Conditional assignments do not create preferential rights in assets to satisfy debts owed to one or more creditors. Assets in the name of the Thai guarantor that are conditionally assigned for the benefit of the senior secured notes will be exposed to the risk of seizure and attachment by other creditors before the conditional assignments are exercised.

There is also a risk that, if bankruptcy proceedings involving the Thai guarantor are begun after the conditional assignments are exercised, other creditors may seek to have the assignments cancelled. However, the other creditors would have the burden of proving that the assignments were fraudulent acts or that they gave the holders of the senior secured notes an unfair advantage and were made in bad faith with no benefit to the assignor.

In addition, creditors who otherwise have only contractual interests against a debtor, such as guarantees or assignments, will be treated as unsecured creditors under Thai insolvency law. In such a case, the holders of the senior secured notes would retain their rights in the Thai guarantor’s receivables and bank deposit accounts, but these rights would not be preferential rights.

Under Thai law, the process of creating and maintaining a creditor’s rights in accounts receivable requires that those receivables be specifically identified and that written notices be given to the relevant obligors, or that those obligors give written consents to the assignments. To cover future receivables, whether from current or new customers, further supplemental assignments or new assignments must be executed and notices of assignment must again be given or consents received when new receivables come into existence.

Therefore, the Thai guarantor will execute a conditional assignment of receivables in which the receivables of any customer with THB 4,000,000 or more in receivables existing when the conditional assignment is signed will be expressly identified. The Thai guarantor will be required to periodically (i) notify the security agent of any new receivables of any customer totaling THB 4,000,000 or more, (ii) execute a supplemental or new assignment with a list attached identifying the new receivables and (iii) unless the customer gives written consent to the assignment or the supplemental or new assignment, as the case may be, deliver notices of assignment to

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new customers who have not received a notice of assignment under the conditional assignment of receivables or under any supplemental or new conditional assignment.

The holders of the senior secured notes will not have any rights in the accounts receivable of the Thai guarantor if those accounts receivable are not identified to the security agent in a timely manner or if the Thai guarantor fails to execute the supplemental conditional or new assignment and give timely notices to the relevant customers or obtain consents from them. The question of whether the procedure involving an assignment of future receivables is enforceable has yet to be tested in a Thai court and the legal efficacy of a conditional assignment of receivables has yet to be settled under Thai law. As such, the benefit to the holders of the senior secured notes of their interests in the accounts receivable of the Thai guarantor may be limited.

Under Thai law, a bank deposit account cannot be pledged and so the rights granted by the Thai guarantor over its bank deposit accounts will be done pursuant to a conditional assignment agreement.

However, none of the accounts of the Thai guarantor are to be maintained with the trustee for the senior secured notes. Thus, there is a risk that a bank holding an account for the Thai guarantor and to which the Thai guarantor owes a debt would exercise its right of set-off against the money owed to the Thai guarantor under the conditionally assigned account if the Thai guarantor becomes insolvent or fails to pay the debt owed to that bank.

The notice of assignment given to each bank holding an account of the Thai guarantor will include a request that the relevant bank refrain from exercising its right of set-off. However, the decision to comply with such a request is subject to the bank’s discretion. Whether each bank will forego its right of set-off will depend on the relationship between the Thai guarantor and the bank and whether the bank is a creditor of the Thai guarantor. As such, the benefit to the holders of senior secured notes of their rights in the bank deposit accounts of the Thai guarantor may be limited.

The exchange control considerations discussed above in relation to the guarantee are also relevant to the conditional assignments of receivables and bank accounts as well as the pledge of the Thai guarantor’s shares owned by its German parent company. The relevant assets are denominated in Thai baht, so that any conversion of the proceeds into other currencies and foreign remittance of the proceeds realized from enforcing the conditional assignments and share pledges will have to comply with exchange control requirements at the time of remittance.

England and Wales

Enforcement of judgments of U.S. courts

England and Wales is not party to any convention or bilateral treaty with the United States providing for the reciprocal recognition and enforcement of judgments. As a result, a judgment obtained in a court in the United States against the guarantors (or their directors or officers) incorporated (or located) in England and Wales will not automatically be recognized or enforced in England and Wales, but may be enforceable by separate action on the judgment in accordance with English common law rules.

To obtain an enforceable judgment in England and Wales, the claimant would be required to bring fresh proceedings before the competent court in England and Wales. In such an action, the English court is unlikely to re-examine the merits of the original case decided by a United States court.

According to current practice, the English court will (subject to the following matters) enforce the judgment of a court in the United States in a claim in personam provided that the following conditions inter alia are satisfied:

(a)  the judgment is for a debt or fixed or ascertainable sum of money (provided that the judgment does not relate to U.S. penal, revenue or other public laws);

(b)  the judgment is final and conclusive; and

(c)  the court in the United States had, at the time when proceedings were served, jurisdiction over the judgment debtor in accordance with the English rules of private international law.

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An English court will not, however, enforce that judgment if the judgment debtor satisfies the court that:

(a)  the judgment was (i) procured by fraud, or (ii) given in breach of principles of natural or substantial justice;

(b)  recognition of the judgment would be contrary to English public policy;

(c)  the judgment is a judgment on a matter previously determined by an English court or another court whose judgment is entitled to recognition in England or conflicts with an earlier judgment of such court;

(d)  the judgment was obtained in breach of an agreement for the settlement of disputes (otherwise than by proceedings in a United States court);

(e)  the judgment is of a kind specified in Section 5 of the Protection of Trading Interests Act 1980 (judgments for multiple damages, etc.) or based on measures designated by the Secretary of State under Section 1 of that Act (overseas measures affecting UK trading interests); or

(f)  enforcement proceedings are time barred under the Limitation Act 1980.

If the English court gives judgment for the sum payable under a judgment of a United States court, the English judgment would be enforceable by the methods generally available for the enforcement of English judgments. These give the court discretion whether to allow enforcement by any particular method. In addition, it may not be possible to obtain an English judgment or to enforce any English judgment if the judgment debtor is subject to any insolvency or similar proceedings, if there is delay, if an appeal is pending or anticipated against the English judgment in England or against the foreign judgment in the courts of the United States or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Additionally, any security interest created under the Senior Secured Credit Facilities, the Existing Senior Secured Notes and the notes may be affected in circumstances where the English courts provide judicial assistance to persons empowered under foreign bankruptcy law to act on behalf of an insolvent company.

It is unclear whether a judgment awarding monetary damages under the U.S. federal securities laws would constitute an unenforceable penalty. One court has held on an interim application that a U.S. judgment awarding in favour of the United States Securities and Exchange Commission disgorgement of ill-gotten gains does not constitute a penalty. However, the position has not been finally settled.

Original actions in courts of England and Wales

It is questionable whether an English court would accept jurisdiction and impose civil liability on a guarantor incorporated in England and Wales if the original action against the guarantor was commenced in England and Wales, instead of the United States, and predicated upon U.S. securities laws.

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CERTAIN INSOLVENCY AND OTHER LOCAL LAW CONSIDERATIONS

Australia

One of the guarantors is incorporated under the laws of Australia. In the event of an insolvency of the Australian guarantor, insolvency proceedings would be likely to proceed under, and be governed by, Australian insolvency law.

Australian insolvency laws differ from the insolvency laws of other jurisdictions and this may limit the ability of holders of the notes to recover from the Australian guarantor to a greater extent than limitations arising under other insolvency laws relevant to an issuer or another guarantor. As a general proposition, however, under Australian insolvency laws secured creditors rank ahead of unsecured creditors in respect of secured assets (with some exceptions in relation to preferred creditors) and all creditors rank ahead of shareholders (except in relation to some types of unsecured liabilities owing to shareholders).

The Australian guarantor has not granted any charge, mortgage, pledge or lien over any of its assets in favor of the holders of the old notes or the Senior Secured Credit Facilities.

Administration

Administration involves an administrator taking over and administering the affairs of a company which is, or is likely to become, insolvent, with a view to either maximizing the chances of the company continuing in existence or, if this is not possible, achieving a better return to creditors and possibly shareholders than if the company was immediately wound up.

An administrator may be appointed: (a) by the company, if the board has resolved that the company is insolvent or likely to become insolvent and further resolved that an administrator of the company should be appointed; (b) by secured creditors with a charge on the whole, or substantially the whole, of a company’s property (provided the charge is enforceable); or (c) by a liquidator or provisional liquidator, if that person thinks the company is or is likely to become, insolvent.

During an administration, certain actions, including enforcing a charge on property of the company or recovering property being used by the company, are prohibited without the administrator’s written consent or leave of the Court. An exception to the prohibition on enforcement of a charge is that a secured creditor of the company with a charge on the whole, or substantially the whole, of a company’s property has a period of 13 business days from notice of the appointment of an administrator in which to enforce the charge and appoint a receiver.

Winding Up in Insolvency

An application to the Court for a winding up order may be made by a creditor, the company, a contributory, a director, a liquidator or provisional liquidator or, in certain circumstances, the Australian Securities and Investments Commission. Where the Court is satisfied that the company is insolvent, the Court may order that the company be wound up in insolvency.

Following the making of a winding up order, a liquidator may be appointed to the company by the Court. Broadly, a liquidator is charged with winding up the affairs of the company and collecting and realizing the assets of a company and applying the resulting proceeds in discharge of the debts and liabilities of the company. A liquidator also has certain specific powers to investigate the validity of past transactions of the company (see “Voidable transactions” below).

Receivership

A receiver is a person appointed by a secured creditor (pursuant to the terms of the security instrument or other security documents) or by a Court to take charge of the affairs of a company, or part of its property, for the purpose of enforcement of its security and discharge of the debts owed to a secured creditor. A receiver appointed in relation to the Australian guarantor would be required to take all reasonable care to obtain market

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value or, if not obtainable, the best price that is reasonably available having regard to the circumstances existing when disposing of assets of the company. However, the receiver would otherwise act in the interests of the relevant secured creditors and would not owe specific duties to unsecured creditors such as the holders of the notes.

Voidable Transactions

If a liquidator were appointed to the Australian guarantor, the liquidator would have the power to investigate the validity of the guarantee and apply to the Court for certain orders, including orders to have the guarantee set aside, in certain circumstances. These circumstances would include, among others, the liquidator forming the view that the granting of the guarantee was an uncommercial transaction.

Broadly, a transaction may be voidable as an uncommercial transaction if the liquidator can establish that: (a) the transaction was entered into or was given effect to within two years of the commencement of the winding up of the company; (b) at the time the transaction was entered into, or when something was done to give effect to it, the company was insolvent or became so as a result of entering into or giving effect to the transaction (for these purposes, a company will be considered to be insolvent if it is unable to pay its debts as and when they fall due); and (c) a reasonable person in the company’s circumstances would not have entered into the transaction, having regard to: (i) the benefits (if any) to the company of entering into the transaction; (ii) the detriment to the company of entering into the transaction; (iii) the respective benefits to other parties; and (iv) any other relevant matter.

A court generally will not intervene, however, it the defendant can show that: (a) it received the benefit in good faith; (b) it had no reasonable grounds for suspecting that the company was insolvent or would become insolvent and a reasonable person in the defendant’s circumstances would have had no such ground for so suspecting; and (c) it provided valuable consideration or changed its position in reliance on the transaction.

Certain Other Guarantee Limitations

In addition to the voidable transactions described above, a guarantee given by a company may be set aside or be unenforceable in certain other circumstances, including if the directors of the guarantor did not comply with their duties as officers of the company which include, amongst other things, a duty to act in good faith for the benefit of the guarantor and for a proper purpose in giving the guarantee.

Austria

Some of the guarantors and security grantors are organized under the laws of Austria, may have their centre of main interest in Austria or may at least have assets located in Austria. In the event of insolvency, insolvency proceedings may, therefore, be opened against such guarantors and/or security grantors in Austria which are governed by the Austrian Insolvency Act (Insolvenzordnung). Creditors’ rights might also be affected by the Austrian Business Reorganisation Act (Unternehmensreorganisationsgesetz), which does not govern insolvency proceedings but regulates the reorganization of companies in financial distress. The Austrian Insolvency Act regulates on the one hand liquidation proceedings in which the debtor’s assets or company as a whole are sold and the proceeds are distributed among its creditors. On the other hand it also provides restructuring proceedings enabling the debtor to discharge its liabilities through quota payments and to continue its activities under certain conditions. The Business Reorganization Act, which regulates the reorganization proceedings for enterprises threatened by insolvency, is not designed to assist creditors in satisfying their debts, but rather to support the reorganization of the debtor’s enterprise. The insolvency laws of Austria may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions. As a result, your ability to recover payments due on the notes may be limited to an extent exceeding the limitations arising under other insolvency laws.

The Austrian Insolvency Act (Insolvenzordnung)

Insolvency proceedings must be opened by a court upon application by the debtor or a creditor whenever it has been established that a company is illiquid (zahlungsunfähig), i.e. unable to pay its debts in due time, or is over-indebted in terms of insolvency law (insolvenzrechtlich überschuldet), i.e. that the liabilities exceed its

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assets at liquidation values and the company has a negative prospect (Fortbestehensprognose). Restructuring proceedings may also be initiated, if the risk of the debtor’s inability to pay its debts is at least imminent (drohende Zahlungsunfähigkeit) and the debtor files an application for the opening of such proceedings.

Depending on whether or not a restructuring plan (Sanierungsplan) is presented together with the application for the opening of insolvency proceedings the insolvency proceedings will be initiated as restructuring proceedings (Sanierungsverfahren) or bankruptcy proceedings (Konkursverfahren). Whenever the debtor applies for the opening of insolvency proceedings and presents a restructuring plan (Sanierungsplan) offering a quota of at least 20% to the unsecured creditors within a maximum of two years, the insolvency proceeding is called restructuring proceeding (Sanierungsverfahren). A debtor may present such a restructuring plan in the course of a bankruptcy proceeding whereby the bankruptcy proceeding will be continued as restructuring proceeding (Sanierungsverfahren).

Restructuring plans intend to discharge the debtor from a part of its debts (up to 80%) and to enable the debtor to continue its business activities. A qualified simple majority of unsecured creditors must approve the restructuring plan. Qualified simple majority means that the simple majority of unsecured creditors in number present at the hearing must vote in favour of the restructuring plan and that the total sum of these unsecured creditors’ claims must amount to more than 50% of the unsecured claims present at the hearing. If the restructuring plan is accepted by the creditors, confirmed by the court and fulfilled by the debtor, the latter is released from the rest of its debts. If the debtor applies for the opening of insolvency proceedings and presents qualified documents together with a restructuring plan offering a quota of at least 30%, it is entitled to self administration (Sanierungsverfahren mit Eigenverwaltung). If the realization of a restructuring plan fails, the insolvency proceeding will be continued as bankruptcy proceeding.

Unless the debtor meets the requirements for self administration, the debtor is not any longer in the position to dispose of the assets subject to insolvency, i.e. the insolvent’s estate (Insolvenzmasse), as at the opening of insolvency proceedings. The opening takes effect as of 0:00 a.m. of the day following the publication of the receiving order in the official insolvency data base (www.edikte.justiz.gv.at). After the initiation of insolvency proceedings legal acts of the debtor in relation to the debtor’s estate take no effect towards the creditors. The court appoints an insolvency administrator (Insolvenzverwalter) along with its decision on the opening of insolvency proceedings, and, if it deems this necessary in view of the size of the debtor’s business, a creditors’ committee (Gläubigerausschuss) to assist the insolvency administrator. After the opening of insolvency proceedings without self administration (i.e. bankruptcy proceedings or restructuring proceedings without self administration) only the insolvency administrator is entitled to act on behalf of the debtor’s estate.

The insolvency administrator’s main task is to administer and realize the assets of the insolvent’s estate effectively. According to Austrian insolvency law, the insolvency administrator shall continue the debtor’s business in order to enable a potential reorganization of the debtor’s business either by realizing the debtor’s restructuring plan (which he may also apply for during the bankruptcy proceedings) or by a sale of the debtor’s business. If neither a restructuring plan nor the sale of the debtor’s business is possible, the insolvency administrator will break up the company and the bankruptcy proceedings will ultimately lead to the sale and distribution of the debtor’s assets, the debtor remaining liable for its residual debts.

If the debtor meets the requirements for self administration the debtor is monitored by a court appointed restructuring administrator (Sanierungsverwalter) to whom certain transactions are reserved.

Unsecured creditors (Insolvenzgläubiger) shall file their claim with the competent court within the time period set out in the court order on the opening of insolvency proceedings (usually around two months). At the so called examination hearing (Prüfungstagsatzung), which is held at the competent court, the insolvency administrator has to declare whether he acknowledges or contests a claim filed. If the insolvency administrator acknowledges a creditor’s claim, this creditor is entitled to participate in the insolvency proceeding, which means that he will finally receive the quota that is distributed to the unsecured creditors. If a creditor’s claim is contested by the insolvency administrator, the creditor has to assert its claim in civil proceedings in order to maintain its right to participate in the insolvency proceedings.

Claims of unsecured creditors in insolvency proceedings, which were created before the opening of these proceedings, rank pari passu. Taxes, social security contributions, wages and salaries are not, as such, privileged

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or preferential claims under Austrian insolvency law. Claims which lawfully arose against the debtor’s estate after the opening of the proceedings, so called privileged claims (Masseforderungen) or claims which are secured by collateral (e.g. by a mortgage, a pledge over bank accounts or shares, an assignment of receivables for security purposes or a security transfer of moveable assets), so called preferential claims (Absonderungsrechte), enjoy priority in insolvency proceedings. Creditors who have a right to preferential treatment may participate in the pro rata distribution only to the extent that the proceeds from the realization of the assets charged to them did not cover their claims or if they have waived their right to preferential treatment. Secured creditors do not have a voting right on the restructuring plan to the extent their claim is covered by security.

The costs of the insolvency proceedings and certain liabilities accrued during insolvency proceedings rank prior to all other claims. Creditors with a right of separation of assets (Aussonderungsberechtigte), such as creditors with retention of title, remain unaffected by the opening of insolvency proceedings though they may be barred from exercising their rights for a maximum period of six months following the opening of insolvency proceedings, if the exercise of such rights would endanger the carrying on of the debtor’s business and the interdiction does not cause a severe personal or economic damage to the secured creditor. The same applies for secured creditors of preferential claims (Absonderungsberechtigte).

Once formal proceedings have been opened it is not possible to obtain an execution lien any more. All execution proceedings against the debtor are stayed (Vollstreckungssperre). Execution liens obtained within the last 60 days before formal proceedings were opened expire.

Pursuant to section 25b para 2 of the Austrian Insolvency Act, a contractual stipulation providing for the right to withdraw from the agreement or for an automatic termination in the event of opening of insolvency proceedings against the other party is not enforceable.

The Austrian Business Reorganisation Act (Unternehmensreorganisationsgesetz)

The Austrian Business Reorganisation Act (Unternehmensreorganisationsgesetz) governs business reorganizations, which are designed to enable businesses in temporary financial distress to continue to do business after having undergone a reorganization procedure. Only the debtor may apply for the opening of a reorganization procedure, provided, however, that it is still solvent at the time of its application. The relevant criteria for the opening of a business reorganization procedure are the quota of own funds (Eigenmittelquote) and the fictitious duration of debt redemption (fiktive Schuldentilgungsdauer), as defined in the Business Reorganization Act. Upon the opening of reorganization proceedings, contractual provisions that stipulate the right to terminate the agreement in the event of reorganization proceedings are invalid.

The Right of Avoidance (Contestation) in the Event of Insolvency Proceedings

Legal actions and legal transactions that have taken place within certain suspect periods prior to the opening of insolvency proceedings may be subject to an avoidance claim by the insolvency administrator according to the avoidance rules of the Austrian Insolvency Act (Insolvenzordnung — IO). General requirements for avoidance are: (i) the avoidance must result in an increase of the insolvent’s estate (Befriedigungstauglichkeit); (ii) the challenged legal action or challenged legal transaction must have caused a direct or indirect discrimination of the other creditors (Gläubigerbenachteiligung); and (iii) the avoidance claim must be filed by the insolvency administrator within one year after the opening of the insolvency proceedings at the latest.

In particular, the following legal transactions and legal acts are voidable:

• Avoidance due to intent to discriminate (section 28/1-3 IO):    Transactions concluded in order to discriminate other creditors may be challenged if they were entered into within 10 years preceding the opening of insolvency proceedings and the other party knew about the debtor’s intention to discriminate. If the other party was not aware but should have been aware of the debtor’s intention to discriminate its creditors the period is shortened to two years prior to the opening of the insolvency proceedings. If the legal act was concluded with or for the benefit of a close relative (relatives, in-laws) the burden of proof regarding the knowledge of the intention to discriminate is shifted to the relative, i.e. the relative must prove that he or she had no knowledge and was not negligent in having no knowledge respectively.

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Should the debtor be a legal entity capable of being a party in a lawsuit then members of the managerial and supervisory bodies, shareholders with unlimited liability as well as controlling or at least 25% shareholders (pursuant to section 5 EKEG) are deemed to be close relatives.

• Avoidance due to squandering of assets (section 28 IO):    Avoidance may apply to certain contracts, including purchase and exchange contracts, entered into by the debtor that are considered a squandering of assets at the expense of other creditors, if the counterparty to the contract had knowledge of such squandering or should have. Squandering of assets is assumed if an obvious incongruity exists between performance and consideration. Section 28 no 4 of the Insolvency Act applies to transactions that took place within one year prior to the opening of insolvency proceedings.

• Avoidance of transactions with no consideration and analogous transactions (section 29 IO):    Dispositions of the debtor that were concluded free of charge or are equivalent to such dispositions may be challenged. A disposition free of charge requires that the disposing person acts with the intention not to receive any consideration in return. The disposition amounts to a sacrifice by the debtor. Examples for such dispositions are: donations, acknowledgement of a debt, security of liabilities, and payment of someone else’s debt. If the debtor receives an adequate service in return (angemessenes Entgelt) the disposition may not be challenged pursuant section 29 of the Insolvency Act. Any economic benefit or interest may be qualified as a consideration. Section 29 of the Insolvency Act applies to dispositions concluded within two years prior to the opening of insolvency proceedings.

• Avoidance due to preferential treatment (section 30 IO):    The payment of or granting of security to a creditor (Befriedigung oder Sicherstellung) carried out after material insolvency or after the request for the opening of insolvency proceedings or within 60 days preceding may be avoided if (i) the creditor obtained security or satisfaction which it was not or not in that way or at that time entitled to, unless he was not favoured by this transaction (objective preferential treatment) or (ii) the transaction took place for the benefit of a creditor who knew or should have known about the debtor’s intention of the preferential treatment (subjective preferential treatment). Material insolvency means illiquidity (Zahlungsunfähigkeit) or over-indebtedness in terms of insolvency law (Insolvenzrechtliche Überschuldung). Objective preferential treatment does not require any subjective elements on part of the counterparty. In particular, the counterparty’s knowledge of the financial state of the debtor is irrelevant. Subjective preferential treatment requires the debtor’s intention and the creditor’s knowledge of the debtor’s intention to favour a creditor. Transactions carried out more than one year before the opening of the insolvency proceedings may not be contested pursuant to Section 30 of the Insolvency Act.

• Avoidance due to knowledge of insolvency (section 31 IO):    Pursuant to Section 31 of the Insolvency Act legal acts carried out after material insolvency or after filing for the opening of insolvency proceedings may be challenged if the legal act (i) constitutes payment of or granting of security to a creditor (Befriedigung oder Sicherstellung) or (ii) is considered a disadvantageous legal act (nachteiliges Rechtsgeschäft). The legal act by which a creditor’s claim is satisfied or secured may only be challenged if the creditor knew or was negligently not knowing of the debtor’s material insolvency or pending insolvency petition. A legal act is considered disadvantageous if the chances for satisfaction of other creditor’s claims are worsened due to the legal act.

Disadvantageous transactions of the debtor concluded with creditors may be challenged if such agreements are directly disadvantageous to other creditors and the contracting partner knew or should have known of the debtor’s material insolvency or pending insolvency petition.

Disadvantageous transactions of the debtor concluded with non-creditors may be challenged if such agreements are either directly or indirectly disadvantageous to creditors, however, only if the contracting partner (i) knew or should have known of the debtor’s material insolvency or pending insolvency petition and (ii) the disadvantage for the insolvency estate was objectively predictable at the time of the transaction. Such objective predictability is in particular at hand if a restructuring plan is obviously flawed (offensichtlich untaugliches Sanierungskonzept).

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A transaction is considered indirectly disadvantageous (mittelbare Nachteiligkeit) if the transaction is objectively balanced, i.e. not directly disadvantageous but the transaction nonetheless lowers the recovery rate of creditors. In case of an indirectly disadvantageous transaction the contracting partner must prove that the disadvantage to the insolvency estate was objectively unpredictable. If the contracting partner and thus beneficiary of the satisfaction/securing or disadvantageous act is a close relative, he or she must in addition prove that he or she had no knowledge of the debtor’s illiquidity or insolvency petition.

In addition to a receiver avoiding transactions according to the Austrian Insolvency Act, a creditor who has obtained an enforcement order (Vollstreckungstitel) could possibly also avoid any transactions according to the Austrian Avoidance Act (Anfechtungsordnung) outside of formal insolvency proceedings. The conditions for such action vary to a certain extent from the rules described above, and the avoidance periods are calculated from the date when such other creditor exercises its rights of avoidance in the courts.

Recognition of the Choice of New York Laws by Austrian Courts

In general, the choice of the laws of New York to govern the guarantees would be recognized by Austrian courts. In case of a dispute before an Austrian court, the Austrian court would apply the substantive laws of New York with respect to the substance matter and would apply the applicable Austrian Civil Procedure Laws (Zivilprozessverfahren) with respect to procedural matters. Further, an Austrian court may refuse to apply and/or to enforce any provision governed by the laws of New York (as it applies to the guarantees) if the respective provision is contrary to Austrian public policy (order public) or mandatory provisions under Austrian law or if the law of another jurisdiction must be applied regardless of the chosen law.

Enforceability of Guarantees and Security Interests Granted by Austrian Companies

(a)  You may not be able to enforce, or recover any amounts under, the guarantees of, and security interest granted by Austrian subsidiaries due to restrictions on enforcement reflecting Austrian corporate law.

The enforcement of upstream and cross stream guarantees and security interests provided by our Austrian subsidiaries is/will be limited by strict capital maintenance rules imposed by Austrian corporate law, including the Austrian Stock Corporation Act (Aktiengesetz) and the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung). These rules protect the assets of our Austrian subsidiaries on behalf of their respective creditors. The entire set of corporate assets, even those exceeding the stated capital, falls under the capital maintenance rules. Shareholder contributions by any of our Austrian subsidiaries may only be made under explicitly specified circumstances. The most important of these explicitly specified circumstances provides that shareholders have the right to receive dividend payments, but only if said payments are restricted to the amount of net profits as shown in the approved annual financial statements and not prohibited by law or the respective subsidiary’s articles of association. The Austrian subsidiaries may not make any other asset-reducing payments to a group company (not being a direct or indirect subsidiary), except (i) in the context of repayments within the scope of stated capital decreases, or (ii) payments and contributions within the scope of a permitted arms length transaction. Any contribution or payment to an affiliated company (not being a direct or indirect subsidiary) (respectively to a third party to the benefit of such an affiliated company) without an adequate consideration would be considered as a violation of the Austrian capital maintenance rules.

A violation of Austrian capital maintenance rules by any of our Austrian subsidiaries would generally result — as a prohibited repayment of equity (verbotene Einlagenrückgewähr) — in the nullification of the relevant transaction between that subsidiary and the shareholder in question (respectively in the nullification of the relevant transaction between the subsidiary and the third party in case the transaction has been undertaken by the Austrian subsidiary to the benefit of the shareholder in question, for example by providing an up stream or cross stream guarantee for the financing to the parent company). Under the Austrian Supreme Court case law upstream and cross-stream guarantees and security would only be in compliance with the Austrian capital maintenance rules provided that the corporate bodies of the Austrian subsidiaries are satisfied, acting reasonably, that such up stream and side stream “financial assistance” is in the best interest of the Austrian subsidiaries and fully justified by a business purpose, respectively corporate benefit (betriebliche Rechtfertigung), which means that the respective transaction must be entered into on arm’s-length-terms (fremdüblich). The Austrian Supreme

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Court has not yet specified what exactly is meant by corporate benefit. As a consequence, there always remains the risk that the assumption of an upstream/cross-stream guarantee and/or security by an Austrian subsidiary violates the Austrian capital maintenance rules (due to a lack of corporate benefit).

According to settled case law of the Austrian Supreme Court, unless Austrian subsidiaries receive adequate consideration for providing the up stream and/or cross stream guarantees and security interests, those guarantees and security interests would be held to be null and void. The guarantees and security interests granted by any of our Austrian subsidiaries to their direct or indirect parent companies may only be held valid and enforceable if:

(i)  the subsidiary receives a consideration (i.e., a guarantee fee/security fee (Avalprovision)) from the benefiting parent company for assuming the guarantee or granting the security;

(ii)  such guarantee fee/security fee would also be common in comparable banking transactions (banküblich) (whereby it should be noted that the Austrian Supreme Court ruled that, in the case of the granting of a mortgage over real property, the consideration must be exceptionally high (ein ganz ungewöhnliches Entgelt), higher than is usual in the market; it is unclear whether such ruling only applies to the granting of mortgages over real property or also to the guarantees and/or other kinds of security interest);

(iii)  the management board of the subsidiary has with due care verified that the subsidiary and the parent are in a position to honor their obligations and finance the repayment of the secured funds;

(iv)  the granting of the guarantee and/or security does not endanger the existence of the respective company; and

(v)  the granting of the guarantee and/or security is justified by a business purpose, respectively corporate benefit.

Since the policy of granting guarantees and security by the Austrian subsidiaries is different from such policy of a bank, the guarantee fee/security fee to be charged by the Austrian subsidiaries should be above the guarantee fee/security fee a bank would charge in similar transactions.

Austrian capital maintenance rules are subject to ongoing court decisions. We cannot assure you that future court rulings may not further limit the enforceability of the guarantees and/or security interests, which could negatively affect our ability to make payment on the notes or the ability of the subsidiaries to make payments on the guarantees and/or that payments out of the enforcement of a security are received.

(b)  You may not be able to enforce, or recover any amounts under the Austrian law security interest unless the principle of accessory is adhered to.

A security granted may be invalid or unenforceable or may become invalid or unenforceable if the principle of accessoriness of security is not adhered to. This means in particular that such accessory security will not be valid if such secured obligation is not valid, and it also means that the holder (Sicherungsnehmer) of the accessory security must be a creditor of the secured obligation. Following this, the person acting as collateral agent of the beneficial and legal owners of the notes needs to be the joint and several creditor (Solidargläubiger) of each and every obligation of the issuer of the notes towards each of the note holders.

The beneficial owners of the notes from time to time will not be party to any of the security documents. Therefore, in Austria, there are risks regarding the enforceability of the security interests granted by the note guarantors in favor of the note holders. In order to mitigate the risk, the collateral agent has entered into an abstract acknowledgment of indebtedness agreement and a parallel debt undertaking pursuant to which the collateral agent will become the holder of the secured claims equal to the principal amount of the notes plus certain other amounts for the benefit of the trustee and the holders of the notes. Accordingly, the rights of the holders will not be directly secured by the pledges of the collateral, but through this parallel claim. This parallel claim will be acknowledged by the applicable grantor by way of an abstract acknowledgment of indebtedness or a parallel debt undertaking to the collateral agent. The abstract acknowledgement of debt and parallel debt undertaking secures the notes and the collateral secures claims under the abstract acknowledgement of debt and parallel debt undertaking. There is uncertainty as to the enforceability of this procedure in Austria. This

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procedure has not yet been tested under Austrian law, and we cannot assure you that it will eliminate or mitigate the risk of unenforceability of the security interest granted posed by Austrian law.

The validity and enforceability of Austrian law security interest will depend on the validity of the respective obligations that are secured by the pledges under such document. Under Austrian law a pledge is an accessory right (akzessorisches Recht) and will therefore be subject to the same legal consequences as the secured obligation. If the secured obligation is terminated or not valid, the same applies to the pledge. The pledge can furthermore not be separated from the secured obligation, which means that it can only be held and enforced by the creditor of such secured obligation. Furthermore, only monetary claims (geldwerte Forderungen) may be secured by a pledge under Austrian law and the pledge will cease by operation of Austrian law upon payment (or other discharge) of the secured obligations.

(c)  You may not be able to enforce, or recover any amounts under, the Austrian security interest if the underlying transaction is deemed “over-secured”.

The Austrian law security interests may be unenforceable if the value of the collateral granted exceeds the value of its secured obligations, or is “over-secured”. Although there are no specific rules regarding what constitutes being “over-secured” under Austrian law, general principles under Section 879 of the Austrian Civil Law Code apply. Under these general rules, if it is determined that any of the Austrian law security overly constrained the business of the respective security grantor, such security interests will be considered null and void if such restrictions are not justified within the context of the entire business transaction. Furthermore, the Austrian law security interests may be considered “over-secured” and thereby violate general rules under the Austrian Civil Code if the value of the secured claim is grossly disproportionate to the value of the collateral and the security grantee is found to have acted in bad faith by, for example, taking advantage of the financial distress of the respective grantor of the Austrian law security.

(d)  You may not be able to enforce, or recover any amounts under the Austrian law security interest if the perfection steps are not made and/or undone.

In case that certain perfection steps (e.g., a pledge note in the books) required under Austrian law are not made or undone, the respective pledge may not be validly created or lapse and therefore may be or become unenforceable.

(e)  You may not be able to enforce, or recover any amounts under the guarantees and security interests granted by Austrian subsidiaries due to restrictions under the Austrian equity replacement law.

The Austrian Act on Equity Replacements (Eigenkapitalersatzgesetz) contains detailed provisions regarding equity replacing shareholder loans. It in particular stipulates that a loan granted by a “shareholder” in a financial crisis (i.e., the subsidiary is insolvent, over-indebted or the requirements of a business reorganization procedure are met) is deemed to be equity replacing. In a financial crisis equity replacing shareholder loans may not be repaid and any security granted in connection with such loans may not be enforced. This means in particular that in insolvency respective claims of the lender are subordinated (i.e., there is no right for separation (Aussonderungsrecht) or a right for separate satisfaction (Absonderungsrecht) for such claims). A “shareholder” is defined to be (i) a shareholder with controlling participation, (ii) a shareholder with a participation of at least 25%, and (iii) any person not holding a participation in the company but having a controlling influence (beherrschenden Einfluss) with regard to the company. Furthermore, a person granting a loan/credit to a company is to be considered as “shareholder” if (i) it holds a participation or other rights in a person other than the company granted the loan/credit which has a dominant (beherrschenden) influence regarding the company granted the loan/credit (indirect controlling participation), or (ii) it indirectly holds a participation in the company granted the loan/credit of at least 33%, or (iii) it holds a controlling direct or indirect participation in a company which holds a participation of at least 25% in the company granted the loan/credit (section 8 of the Act on Equity Replacements).

Prior to the enactment of the Act on Equity Replacements the Austrian Supreme Court had developed even stricter rules on equity replacing shareholder loans compared to the rules stipulated in the Act on Equity Replacements. Following this, it is unclear whether, in addition to the provisions of the Act on Equity Replacements, such rules (or certain of its rules) developed by the Austrian Supreme Court are still applicable/

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relevant and applied by Austrian courts. In this context it must be noted that it is uncertain whether the rules on equity replacing shareholder loans also apply to “a-typical pledgees” (atypische Pfandgläubiger) and/or under what circumstances a secured lender may qualify as a-typical pledgee.

(f)  The trustee for the notes may be liable with respect to the actions of our Austrian subsidiaries under principles of Austrian law.

A person granted the rights of information and control and that actually influences the management of any of our Austrian subsidiaries could, depending on the extent of such rights granted and the actual use of such rights, qualify as shadow director (faktischer Geschäftsführer). There is a risk that the trustee will qualify as a shadow director. A person qualifying as such could be liable for any acts made in connection with the management company (the shadow director in general has the same obligations and liability as a regular director appointed in accordance with applicable corporate law); in particular the shadow director could be liable towards the creditors of the company.

(g)  The trustee may be subject to administrative fines and other penalties due to Austrian banking law.

The Austrian Banking Act (Bankwesengesetz) enumerates certain banking activities. Companies may in general only conduct these activities on a commercial basis (gewerblich) if they have been granted a banking license by the Austrian supervisory authority. In addition, the Austrian Securities Supervision Act 2007 (Wertpapieraufsichtsgesetz 2007), enumerates certain activities which qualify as investment services and investment activities; such activities include the reception and transmission of orders in relation to one or more financial instruments, the portfolio management, investment advice, etc. Entities may in general only conduct such regulated activities on a commercial basis if they have either been granted a banking license or an investment service license by the Austrian supervisory authority.

Besides any entity licensed by the Austrian supervisory authority to conduct regulated activities within the meaning of the Banking Act and the Securities Supervisory Act also credit institutions or investment firms, respectively, authorized in a member state of the European Economic Area may conduct certain of the regulated activities in Austria. Any such entity may conduct the relevant activities in Austria either by the establishment of a branch office or by way of the freedom to provide services, insofar as such activities are authorized under the legal provisions of the Member State of incorporation and the relevant notification procedure in line with the European law directive 2006/48/EC or the European law directive 2004/39/EC, respectively, and the relevant local laws have been complied with. Accordingly, any entity which intends to conduct activities regulated by the Austrian Banking Act or the Securities Supervision Act in Austria or, from outside of Austria, into Austria on a commercial basis, requires a respective license or successful completion of EEA notification procedures. The conducting of such regulated activities in Austria without the necessary license or successful completion of EEA notification procedures can trigger in particular administrative fines and civil law sanctions. The Banking Act and the Securities Supervision Act, respectively, provide that whoever conducts such regulated activities in Austria without the necessary license shall be punished by the Austrian supervisory authority with monetary penalty of up to EUR 50,000.00 if it does not even qualify as a criminal offense. Furthermore, the laws provide that whoever conducts such regulated activities unlicensed shall not be entitled to any compensation connected with such activities (e.g. interests, commissions, fees, etc); sureties (Bürgschaften) and guarantees granted in connection therewith are ineffective. Furthermore, a civil law suits for unfair competition by competitors is possible. The transaction (agreement) itself, however, remains valid.

Austrian Stamp Duty

Under the Austrian Stamp Duty Act (Gebührengesetz), stamp duty is triggered upon the creation of a document (Urkunde; a term which has a technical meaning within the context of the Stamp Duty Act) on certain dutiable transactions enumerated in the Stamp Duty Act. Dutiable transactions include, e.g., lease agreements, sureties, assignments, mortgages. Stamp duty on loan and credit agreements has been abolished as of January 1, 2011.

According to the Austrian Stamp Duty Act, stamp duty on, e.g.,

(a)  sureties (Bürgschaft) amounts to 1% of the secured amount (a guarantee may be treated as a surety for stamp duty purposes if the guarantor under the guarantee does not explicitly waive all claims, remedies or defenses with respect to the underlying guaranteed transaction);

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(b)  assignments amounts to 0.8% of the consideration for the assignment, or, in a case of an assignment for security (Sicherungszession), 0.8% of the secured amount however not more than the assigned receivables.

Dutiable transactions for security (in particular sureties, assignments, mortgages) may be exempt from stamp duty if such transaction (exclusively) secures claims under a loan or credit agreement (§ 20(5) of the Austrian Stamp Duty Act).

Basically, Austrian stamp duty is triggered if a document on a dutiable transaction is created in Austria.

Under certain circumstances, the creation of a document on a dutiable transaction outside of Austria may trigger stamp duty. In this case, stamp duty may generally be triggered if (i) the parties to the transaction are resident for stamp duty purposes in Austria (Austrian residence, place of habitual abode, seat, place of effective management or permanent establishment) and (ii) the transaction concerns an Austrian situated asset or a party to the transaction is entitled or obliged to performance under the transaction in Austria (§ 16(2)(1) of the Austrian Stamp Duty Act).

If the creation of a document outside of Austria did not trigger Austrian stamp duty, stamp duty may be triggered if the document (or a certified copy thereof) is imported into Austria and (i) the transaction concerns an Austrian situated asset or a party to the transaction is entitled or obliged to performance under the transaction in Austria, or (ii) a legally relevant action is taken in Austria based on the transaction or official use of the document (or a certified copy thereof) is made in Austria (§ 16(2)(2) of the Austrian Stamp Duty Act).

Austrian stamp duty may also be triggered by a document that refers to a dutiable transaction in a qualified manner (so called confirming document; rechtsbezeugende Urkunde). According to the Austrian Federal Ministry of Finance, a confirming document within the present context is constituted if the parties to and the nature of the transaction referred to may be derived from the document. Such document may (already) trigger Austrian stamp duty if signed by one of the parties and sent to the other party or its representative (or, in case of a transaction under which both parties are obliged to performance, a third party in order to furnish proof of the underlying transaction). Further, stamp duty may be triggered by a so called substitute document (Ersatzurkunde; e.g., a signed protocol on an orally agreed transaction) on a dutiable transaction or a document that incorporates by reference a document on a dutiable transaction.

If Austrian stamp duty is triggered, pursuant to the Stamp Duty Act generally the parties to the transaction are jointly and severally liable for the amount of Austrian stamp duty triggered. In case of a transaction under which only one party is obliged to performance, the party in whose interest the document was created is liable for the stamp duty (e.g., the creditor in case of a surety) (§ 28(1) of the Austrian Stamp Duty Act). In any case, the other party (as well as, if the competent tax office is not duly notified of the dutiable transaction, the persons who would be responsible for such notification) would be secondarily liable for the stamp duty triggered (§ 30 of the Austrian Stamp Duty Act). Agreements between the parties as to who shall bear stamp duty if triggered are not relevant for the tax authorities but may be honored by the tax authorities within their discretion.

If stamp duty was triggered and not duly paid or the competent tax office was not duly notified of a dutiable transaction, the competent tax office may, within its discretion, increase the amount of stamp duty due by up to 100 per cent, depending on whether the taxpayer could have recognized that stamp duty was triggered, the notification was made with slight or substantial delay, or provisions of the Stamp Duty Act have been infringed for the first time or repeatedly (§ 9(2) of the Austrian Stamp Duty Act).

Brazil

Some guarantors are incorporated in Brazil and any insolvency proceedings relating to such guarantors’ guarantees and any security interest would likely be based on Brazilian insolvency law.

New Bankruptcy Law

On February 9, 2005, the Brazilian Congress enacted Law No. 11,101, the new Brazilian Bankruptcy and Restructuring Law (“Law 11,101”), which governs judicial recovery, extrajudicial recovery and bankruptcy proceedings. Law 11,101 came into effect on June 10, 2005 and is applicable to private corporations (such as the Brazilian guarantors) in respect of civil, commercial, labour and tax matters.

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Judicial Recovery

In order to request judicial recovery, a debtor must: (i) conduct its business in a regular manner for more than two years; (ii) not be bankrupt (or, in the event that the debtor has gone bankrupt in the past, then all of its obligations arising therefrom must have been declared extinguished by a judgment not subject to appeal); (iii) not have been granted judicial recovery or special judicial recovery within the five or eight years prior to its request, respectively; and (iv) not have been convicted (and not have a controlling partner or manager who has been condemned) for a bankruptcy crime. All credits existent at the time of the request for judicial recovery are subject to such procedure (including unmatured credits), except the claims of tax authorities, creditors acting as fiduciary owners of real estate or movable properties, lessors, owners or committed sellers of real estate, including for real estate developments, or owners under sale agreement with a title retention clause (paragraph 3 of article 49 of Law 11,101).

Judicial recovery can be implemented by means of one or more of the following transactions, amongst others: (i) the granting of special terms and conditions for the payment of the debtor’s obligations; (ii) spinoff, merger, transformation of the company, incorporation of a wholly-owned subsidiary or the assignment of quotas or shares; (iii) transfer of corporate control; (iv) partial or total replacement of the debtor’s management, as well as the granting to its creditors of the right to independently appoint management and of veto power; (v) capital increase; (vi) leasing of its goodwill; (vii) reduction of wages, compensation of hours and reduction of the workday, by means of collective bargaining; (viii) payment in kind or the renewal of the debtor’s debts; (ix) creation of a company composed of creditors; (x) partial sale of assets; (xi) equalization of the debtor’s financial charges; (xii) constitution of a usufruct on the company; (xiii) shared management of the company; (xiv) issuance of securities; and (xv) creation of a special purpose company for purposes of receiving the debtor’s assets.

Extrajudicial Recovery

Law 11,101 also created the extrajudicial recovery mechanism, by means of which the debtor who fulfills the requirements for judicial recovery (as explained in the preceding item) may propose and negotiate with its creditors an extrajudicial recovery plan, which must be submitted to a court for approval (following such approval, the plan will be considered an apt instrument for enforcement). Extrajudicial recovery is not applicable, however, to labor- or workplace accident-related credits, nor to those credits excluded from judicial recovery. In addition, the request for court approval of the extrajudicial recovery plan will not entail suspension of the rights, suits and enforcement proceedings of those creditors not subject to such plan, any of which will still be entitled to request the debtor’s bankruptcy.

Bankruptcy

According to Law 11,101, credits are classified in the context of a bankruptcy proceeding in the following, decreasing order of priority: (i) labor claims in general (limited to a maximum amount of 150 times the minimum Brazilian wage per creditor) and labor claims related to indemnification for workplace accidents; (ii) secured credits (limited to the value of the security); (iii) tax claims (except for tax fines); (iv) personal claims enjoying special privileges (as defined in other statutes); (v) personal claims enjoying general privileges (unsecured creditors who have provided goods or services to the debtor during its judicial recovery and creditors who are so defined in other statutes); (vi) unsecured debts (creditors not provided for in the preceding items, labor creditors whose credits exceed the 150-minimum wages limitation, and creditors whose credits exceed the amount of their respective guarantees); (vii) contractual fines and monetary fines arising from the disobedience of statutes; and (viii) subordinated debts (as provided for by law or in an agreement, and creditors who are partners or managers of the debtor company but not in the context of a labor relationship).

Law 11,101 establishes a limitation on the amount of the unpaid and protested note that entitles a creditor to request the bankruptcy of its debtor. Pursuant to the Law, any such note must be in an amount in excess of 40 times the minimum Brazilian wage for purposes of allowing the commencement of bankruptcy proceedings. Creditors may, however, get together and pool the amounts of their notes so as to reach the minimum amount required by law. Law 11,101 also extended (i) from 24 hours to ten days the time period during which the debtor

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may present its defense in connection with a request for its bankruptcy and (ii) from 60 to 90 days (counted from either the date of the bankruptcy petition, of the request for judicial recovery or from the date of the first protest of a note due to its non-payment by the company) the preference period (or legal term, as it is commonly known under Brazilian law) applicable in the context of a bankruptcy proceeding. Pledges, mortgages or other security constituted by the debtor during such legal term are not effective in the context of the bankruptcy process.

As a general rule, assets sold in the bankruptcy process are acquired free and clear of any encumbrances, and there will be no succession on the buyer’s part of any labor, indemnification for workplace accidents, social security or tax natured obligations. Any employees of the bankrupt company hired by the buyer will be so pursuant to new employment agreements.

Perfection of Security Interests

Under Brazilian law, the perfection of security interests over assets depends on certain registration requirements. Depending on the assets over which the security interest is to be created, the relevant security agreement (translated into Portuguese by a sworn translator, if executed in a foreign language) must be registered with the Registry of Titles and Deeds or with the Registry of Real Estate, as applicable. In addition, the perfection of security interests over certain assets may require additional formalities. This is the case for the perfection of security interests created over shares issued by a Brazilian company, which depends on the registration of the relevant liens in the company’s shares registration books, with the relevant shares registration agent (if that is the case) or in the company’s by-laws (in the case of limited liability companies).

Until such registrations occur, the security agreement is not binding against third parties. In the case of security interests which are required to be registered with the Registry of Titles and Deeds, if the relevant security agreement is registered within 20 days from its execution date, the security interest created thereby shall be deemed effective against third parties as of the date of execution of such security agreement.

British Virgin Islands

One of the guarantors is incorporated under the laws of the British Virgin Islands. In the event of insolvency, insolvency proceedings may, therefore, be initiated in the British Virgin Islands. British Virgin Islands law would then govern those proceedings. The insolvency laws of the British Virgin Islands may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions or even preclude your interests, including in respect of priority of creditors, the enforceability of securities, the ability to obtain post-petition interest and the duration of the insolvency proceedings, and hence may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

Insolvency Proceedings

The primary legislation governing bankruptcy and insolvency proceedings in the British Virgin Islands is the Insolvency Act 2003 (the “Insolvency Act”). The Insolvency Act provides for the appointment of a liquidator of an insolvent company by the British Virgin Islands court (the “BVI Court”) on the application of (i) the company, (ii) a creditor, (iii) a member, (iv) a supervisor of a creditor’s arrangement in respect of the company, (v) the British Virgin Islands Financial Services Commission or (vi) the British Virgin Islands Attorney General if (i) the company is insolvent, (ii) on just and equitable grounds or (iii) if it is in the public interest. Members may also appoint a liquidator of a company out of court. On the commencement of liquidation (i) a liquidator takes control of the assets of the company, (ii) the directors cease to have any powers except as permitted under the Insolvency Act or as authorized by the liquidator, (iii) unless the BVI Court orders otherwise, no proceedings and no exercise or enforcement of rights over assets may be commenced, (iv) unless the BVI Court orders otherwise, no share transfer may take place, (v) no member may change their status, (vi) no member may exercise any power under the constitutional documents except for the purposes of the Insolvency Act and (vii) no amendment to the constitutional documents may take place. Separate rules apply to the solvent liquidation of a company.

The priority of claims on liquidation is as follows: (i) costs and expenses of liquidation; (ii) preferential claims; (iii) other claims; (iv) interest on claims; and (v) distribution to members. However the costs and

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expenses of liquidation and preferential claims have priority over the claims of creditors in respect of assets that are subject to a floating charge.

There are no rehabilitative insolvency proceedings which may impose a moratorium on enforcement of security. Liquidation does not affect the right of a secured creditor to take possession of and realize or otherwise deal with assets of the company over which the creditor has a security interest. The laws of the British Virgin Islands recognise the private contractual rights of parties to prescribe circumstances in which a receiver /administrative receiver is appointed over the affairs of a BVI company. Administration provisions have been drafted into the Insolvency Act but are not yet in force.

Voidable Transactions

Under British Virgin Islands law, unfair preferences, transactions at an undervalue, voidable floating charges and extortionate credit transactions may be set aside in whole or in part or otherwise varied or amended by orders of the British Virgin Islands court when an insolvent party goes into liquidation or into administration. In each case the transaction must have been entered into within the relevant vulnerability period, being the period prior to the appointment of an administrator or liquidator (as applicable) and (except in the case of extortionate credit transactions) the transaction must either have been entered into at a time that the insolvent party was insolvent or have caused the insolvent party to become insolvent (determined on a cash flow basis).

An unfair preference is a transaction that has the effect of putting a creditor into a position which, in the event of the insolvent party going into insolvent liquidation, would be better than the position in which that creditor would have been vis-à-vis other creditors of the insolvent party if the transaction had not been entered into. An insolvent liquidation means a liquidation of a BVI company where the assets of such BVI company are insufficient to pay its liabilities and the expenses of the liquidation. A transaction is not an unfair preference if it took place in the ordinary course of the insolvent party’s business. The relevant vulnerability period is six months, except if the creditor is a “connected person”, in which case it is two years.

An undervalue transaction is a transaction where the insolvent party (i) makes a gift or otherwise receives no consideration for the transaction, or (ii) the value of the consideration that it receives in money or money’s worth is considerably less than the consideration provided by the insolvent party. A transaction is not an undervalue transaction if the insolvent party enters into the transaction in good faith and for the purposes of its business and if at the time it entered into the transaction there were reasonable grounds for believing that the transaction would benefit the insolvent party. The relevant vulnerability period is six months, except if the creditor is a connected person, in which case it is two years.

A floating charge may be set aside if there was no consideration at the time of or subsequent to the creation of the charge. The relevant vulnerability period is six months, except if the creditor is a connected person, in which case it is two years.

An extortionate credit transaction is a transaction for or involving the provision of credit and, having regard to the risk accepted by the person giving credit, (a) the terms of such credit extension are such as to require grossly exorbitant payments to be made (either unconditionally or in certain contingencies) or (b) the transaction otherwise grossly contravenes ordinary principles of fair trading. The relevant vulnerability period is five years.

In addition, any conveyance made by any person with intent to defraud creditors is voidable at the instance of the person thereby prejudiced under British Virgin Islands law. It is not a requirement that the relevant transaction was entered into at the time when one party was insolvent or became insolvent as a result of the transaction. It is not a requirement that the transferring party subsequently went into liquidation or administration. However, no conveyance entered into for valuable consideration and in good faith to a person who did not have notice of the intention to defraud may be impugned.

Canada

Some of the guarantors are organized under the laws of Canada. In the event of insolvency of any of the Canadian guarantors, insolvency proceedings may be initiated in Canada. Canadian law would govern those proceedings (subject to laws or protocols that may be applicable to international insolvencies if proceedings also

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occur in other jurisdictions in respect of those guarantors). The insolvency laws of Canada may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions, including in respect of priority of creditors, the ability to obtain post-filing interest and the duration of the insolvency proceedings, and hence may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

In Canada, there are two primary federal statutes that govern bankruptcy, insolvency and restructuring proceedings of insolvent debtors. The Bankruptcy and Insolvency Act (the “BIA”) contains provisions for the liquidation of bankrupt persons (in a manner loosely akin, in substance, to U.S. Chapter 7 proceedings, although there are important distinctions) and for the restructuring of insolvent debtors (in a manner loosely akin, in substance, to U.S. Chapter 11 proceedings, although there are important distinctions). Similar to bankruptcy proceedings in the U.S., a corporate debtor may be petitioned into bankruptcy by a creditor (i.e., involuntary proceedings) or apply or file for bankruptcy or reorganization (i.e., voluntary proceedings). In addition to the BIA, relief is also available under the Companies’ Creditors Arrangement Act (“CCAA”), which is a restructuring statute that operates in a manner loosely akin, in substance, to U.S. Chapter 11 proceedings (although there are important distinctions). CCAA proceedings are only available to insolvent debtor companies having debts in excess, together with its affiliates, of CDN$5 million (or such other amount prescribed by regulation under the CCAA). Insolvency proceedings in Canada, whether under the BIA or the CCAA, are court-supervised.

Upon the bankruptcy of a debtor corporation, whether voluntarily or upon the application of a creditor, the BIA imposes a stay of any action, execution or other proceeding by unsecured creditors in respect of the debtor. Creditors may obtain leave of the applicable court to lift the stay in certain circumstances. Upon becoming bankrupt, whether voluntarily or involuntarily, all of a debtor’s assets (subject to very limited exceptions) vest in a trustee in bankruptcy (subject to the rights of secured creditors with validly perfected security interests), at which point the debtor no longer has any ability to deal with those assets. The trustee typically proceeds to liquidate the assets and distribute the proceeds of the assets in accordance with the provisions of the BIA.

The BIA sets out the priority scheme for the payment of claims against a bankrupt debtor, which priority scheme takes precedence over any operative priority scheme outside of bankruptcy such as, for example, priority schemes in provincial statutes that create statutory liens or trusts that purport to elevate the priority of some creditor claims over secured and unsecured claims. Subject to certain statutory priority claims enumerated in the BIA (including, without limitation, a “super priority” charge under the BIA against a debtor’s current assets for employee wages of up to CDN$2,000 per employee) and true trust claims, secured creditors have the right to look first to the assets charged by their validly perfected security for payment. Thereafter, the BIA provides a list of preferred creditors who recover their debts in priority to the general body of unsecured creditors. Preferred claims are paid in full, in order of their ranking, before any payments to lower ranking preferred creditors or general unsecured creditors. All other claims will be considered general unsecured claims and rank pari passu. If there is any surplus after payment to the unsecured creditors, the balance will be used to pay interest from the date of the bankruptcy at 5% per annum on all claims proved in the bankruptcy according to their priority. Any remaining amount would then be available for shareholders.

In the present instance, the proceeds resulting from the realization of the estate of an insolvent Canadian debtor that has guaranteed the notes may not be sufficient to satisfy secured claims or your deficiency claims as unsecured creditors under the guarantees granted by such Canadian guarantor after its prior-ranking secured creditors and other claims that rank in priority to claims of holders of notes have been satisfied.

Corporate restructurings in Canada may be implemented under either the BIA or the CCAA, with the latter being more commonly used by larger corporations. In either case, a broad stay of creditors’ rights and enforcement proceedings is generally implemented. Under this court-ordered protection, the debtor can formulate a restructuring proposal or plan, or conduct a going-concern sale or, in some circumstances, an orderly liquidation and distribute the proceeds derived from the sale or liquidation to the creditors in accordance with the priority of their claims. In the event of a restructuring proposal or plan under either the BIA or the CCAA, a double majority of the creditors (i.e., a simple majority in number having two-thirds in value of the claims voting on such proposal or claim) present and voting either in person or by proxy at a meeting of creditors for each designated class must approve the proposal or plan, and the proposal or plan must be sanctioned by the court. In

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the event of a liquidation under the CCAA, proceeds are generally distributed in accordance with the priority established by statute and the court (which may differ in some respects from those in a bankruptcy under the BIA). Issues may arise as to the applicable priorities which govern the distribution of such proceeds. There are conflicting decisions regarding the priority of secured creditor claims over certain pension obligations (specifically, the priority that should be afforded to actuarial deficiencies in a defined pension benefit plan) which are expected to be resolved by the decision of the Supreme Court of Canada in a case heard on June 5, 2012. The court may also authorize the creation of priority charges ranking ahead of other creditors, including claims of holders of secured notes, in both CCAA and BIA restructurings (for example, for DIP financings, directors’ and officers’ indemnification and administration costs).

In the present instance, the proposed treatment of unsecured creditors under the guarantees granted by the Canadian guarantors in a restructuring proposal or plan is generally at the discretion of the Canadian guarantors, subject to the rights of creditors affected by the proposal or plan to vote on such proposal or plan and subject to sanction by the court, which may be opposed by an affected creditor.

Where a debtor deals with its property in a manner that prejudices its creditors (particularly where such debtor is or becomes thereafter insolvent), such transactions by the debtor may be subject to challenge by creditors and the scrutiny of the court. Under Canadian federal and provincial law, there are a number of statutory remedies to challenge or avoid such transactions. Where a transaction subject to review is held to be contrary to Canadian law, the transaction can be voided or subject to a variety of other remedies. Should the Canadian guarantors become insolvent within applicable time periods, the granting of the guarantees could be subject to challenge and the guarantees voided, and any amounts obtained under the guarantee that is voided would have to be repaid. Should the holders of the notes be repaid or otherwise recover from the Canadian guarantors at a time when such guarantors are insolvent, or if the Canadian guarantors thereafter become insolvent within applicable time periods, the repayment or recovery may be subject to challenge. Remedies are available under both the BIA and the CCAA.

Germany

Some of the guarantors are organized under the laws of Germany. In the event of insolvency, insolvency proceedings may, therefore, be initiated in Germany. German law would then govern those proceedings. The insolvency laws of Germany may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions or even preclude your interests, including in respect of priority of creditors, the enforceability of securities, the ability to obtain post-petition interest and the duration of the insolvency proceedings, and hence may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

Under German insolvency law, insolvency proceedings can be initiated either by the debtor or by a creditor in the event of over-indebtedness (Überschuldung) of the debtor (i.e., where its liabilities exceed the value of its assets) or in the event that the debtor is unable to pay its debts as and when they fall due (Zahlungsunfähigkeit). Insolvency proceedings cannot be based on over-indebtedness if the debtor’s business is predominantly likely to continue as a going concern (positive Fortführungsprognose). In addition, the debtor can file for insolvency proceedings if it is imminently at risk of being unable to pay its debts as and when they fall due (drohende Zahlungsunfähigkeit). The insolvency proceedings are court controlled, and upon receipt of the insolvency petition, the insolvency court may take preliminary measures to secure the property of the debtor (Sicherungsmaßnahmen) by, for example, appointing a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) and enjoining the debtor from disposing of its assets (Verfügungsverbot) or ordering the debtor not to dispose of its assets without the preliminary insolvency administrator’s consent. Furthermore, the court may prohibit or suspend any measures taken to enforce individual claims against the debtor’s assets during these preliminary proceedings. Upon an admissible insolvency petition, the court orders the opening of insolvency proceedings if a reason to open insolvency proceedings (i.e., over-indebtedness, illiquidity or, in case of an application filed by the debtor, impending illiquidity) exists and if there are sufficient assets to cover at least the cost of the insolvency proceedings. The court appoints an insolvency administrator (Insolvenzverwalter) who, once the main insolvency proceedings have been opened, has full administrative and disposal authority over the insolvency estate (Insolvenzmasse), i.e., the debtor’s assets.

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Generally, the opening of (preliminary) insolvency proceedings may affect the enforceability of guarantees or security provided to you. Individual Enforcement Actions with respect to the guarantee claims are subject to an automatic stay upon the opening of insolvency proceedings. Even creditors who have a right to segregate an asset from the insolvency estate (Aussonderungsrecht) may be restrained from regaining possession of the relevant asset if the court orders that it is required for the continuation of the debtor’s business. Once insolvency proceedings have been opened, all creditors, whether secured or unsecured (unless they have a right to segregate an asset from the insolvency estate), wishing to assert claims against the debtor need to participate in the insolvency proceedings. Any security acquired by virtue of enforcement during the last month prior to the filing of the insolvency petition or after that date will become invalid by operation of law when the insolvency proceedings are opened.

Generally, secured creditors are entitled to separate or preferred satisfaction in German insolvency proceedings.

The process of enforcing the security granted by the debtor depends on the type of that security. If the insolvency administrator is in possession of a movable asset which is subject to separate satisfaction, he may realize the asset. The same is true when the claims have been assigned by the debtor for security purposes (Sicherungsabtretung). In this case the realization proceeds less certain contributory charges for (i) assessing the value of the secured assets (Kosten der Feststellung) (4% of the relevant proceeds) and (ii) realizing the secured assets (Kosten der Verwertung) (usually 5% of the relevant proceeds), in each case, including any such taxes (such as VAT) accruing thereon, are paid to the creditor holding a security interest in the relevant collateral up to an amount equal to its secured claims. The contributory charges will become part of the insolvency estate.

If the secured creditor has possession of a movable asset subject to separate satisfaction, he may realize the asset himself. The same is true for account pledges (Kontoverpfändungen), share pledges (Anteilsverpfändungen) or mortgages (Hypotheken). In this case, the insolvency estate is generally not entitled to participate in the proceeds. However, in preliminary insolvency proceedings (vorläufiges Insolvenzverfahren) only, even if the secured creditor may have the right to realize security provided by the debtor, the insolvency court may still be entitled to restrain the creditor in exercising these rights under certain conditions. The surplus of the enforcement of a security right (if any) will become part of the insolvency estate.

After the complete termination and satisfaction of claims against the insolvency estate (comprising amongst others the costs of the insolvency proceedings) the insolvency estate (including the contributory charges and the surplus of an enforcement of security rights mentioned above) will be distributed among the unsecured creditors who are satisfied on a pro rata basis only. If the proceeds from the realization of security rights falls short of the secured claims, the delta may be filed as an unsecured insolvency creditor’s claim. The proceeds resulting from the realization of the insolvency estate of the debtor may not be sufficient to satisfy unsecured creditors under the guarantees granted by any German guarantor after the secured creditors have been satisfied.

Enforcement and distribution of proceeds different from the one outlined above can be proposed in an insolvency plan (Insolvenzplan) that can be submitted by the debtor or the insolvency administrator. Among other things, each class of creditors, and if their rights are affected by the insolvency plan, the class of the debtor’s shareholders, has to consent to such plan in accordance with specific majority rules. Furthermore, the insolvency plan requires approval of the insolvency court.

Under German insolvency law, an insolvency administrator may under certain circumstances avoid (anfechten) any transaction, including the repayment of debt and the granting of security or a guarantee, which was entered into prior to the commencement of insolvency proceedings and which discriminates against creditors.

The insolvency administrator’s right to avoid transactions can, depending on the circumstances, extend to transactions entered into during a ten-year period prior to the petition for the commencement of insolvency proceedings. The most critical hardening period is the last three months prior to the filing of an insolvency petition. During this period a transaction may be voidable as (i) a congruent correspondence (kongruente Deckung), (ii) an incongruent correspondence (inkongruente Deckung) or (iii) a directly detrimental transaction (unmittelbar nachteilige Rechtshandlung). A repayment of debt, for example, may constitute a congruent

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correspondence and is voidable if at the time of the repayment the debtor was unable to pay its debts (zahlungsunfähig) and the recipient of the payment was aware of such inability or of circumstances strongly suggesting that debtor was illiquid. Prior to the three-month hardening period, a transaction may be avoided by the insolvency administrator if it constitutes (i) an intentional discrimination (vorsätzliche Benachteiligung) of the creditors and was executed within ten years prior to the filing of an insolvency petition or (ii) a performance without consideration (unentgeltliche Leistung) and was executed within four years prior to the filing of an insolvency petition. A German court might consider the granting of security or a guarantee by a subsidiary to its parent company as performance without consideration. The insolvency administrator may also avoid a transaction by which a debtor grants security for (hardening period of ten years) or discharges a shareholder’s claim for repayment (hardening period of one year) of a shareholder loan.

In addition, as long as no insolvency proceedings are instituted, a creditor who has obtained an enforcement order has the right to challenge certain transactions, such as the payment of debt or the granting of security or a guarantee, pursuant to the German Code on Avoidance (Anfechtungsgesetz). In the event such a transaction was successfully avoided, the holders of the notes would be under an obligation to repay the amounts received or to waive the guarantee or security.

The above principles of avoidance apply, in particular, to the guarantees or collateral granted by the German guarantors. In the case of such avoidance of a guarantee or security provided by a German guarantor, you would not have any claim in respect of the respective guarantee and any amounts obtained under the guarantee that are avoided would have to be repaid. The German principles on avoidance may therefore limit your ability to recover payments due on the guarantees.

Under German law there is no substantive consolidation of the assets and liabilities of a group of companies in the event of insolvency. Therefore, each insolvent company will be liquidated on a stand-alone basis and individual insolvency proceedings with potentially different insolvency administrators will be initiated.

Restrictions on Enforcement Reflecting German Corporate Law

The enforcement of guarantees and security interests provided by our German subsidiaries incorporated as a GmbH or GmbH & Co. KG will be limited by language reflecting the capital maintenance rules imposed by German corporate law, which prohibit the direct or indirect repayment of a German limited liability company’s stated share capital to its direct or indirect shareholders (including payments pursuant to guarantees in favor of the debts of such shareholders). Payments under the guarantees and/or enforcement of security interests will be limited if, and to the extent, such payments/enforcements would cause a German subsidiary’s net assets to fall below the amount of its stated share capital or would further increase an existing shortfall, in each case in violation of Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG).

The net assets of each of our German subsidiaries incorporated as a GmbH or, in case of a GmbH & Co. KG, its general partner (Komplementär) are measured at the time of enforcement of the guarantee or security, as the case may be, after taking into account, among other things, the direct debt and other obligations of the relevant German subsidiary incorporated as a GmbH or, in case of a GmbH & Co. KG, its general partner (Komplementär). Because our German subsidiaries are also guarantors of or security providers in respect of all obligations under the Senior Indebtedness and will also owe other obligations, we cannot assure you that the excess of the net assets of each German subsidiary incorporated as a GmbH, or in the case of a GmbH & Co. KG, its general partner (Komplementär) over its stated share capital will be adequate to cover any or all of the amounts outstanding under any guarantee provided by the relevant German subsidiary or the obligations secured by the security granted by the relevant German subsidiary.

German capital maintenance rules are subject to ongoing court decisions. We cannot assure you that future court rulings may not further limit the access of shareholders to assets of their subsidiaries constituted in the form of a limited liability company or of a limited partnership, the general partner or general partners of which is, or are, a limited liability company, which can negatively affect our ability to make payment on the notes or of the subsidiaries to make payments on the guarantees.

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Section 278 para. 3 in connection with Section 57 paras. 1 and 3 of the German Stock Corporation Act (Aktiengesetz, AktG) prohibits the granting of distributions and other benefits by a partnership limited by shares (Kommanditgesellschaft auf Aktien) to its shareholders, with the exception of the distribution of the balance sheet profit (Bilanzgewinn). Benefits such as guarantees and security granted in violation of this prohibition are void and unenforceable. However, Section 278 para 3 in connection with Sections 57 para 1 and 291 para 3 of the German Stock Corporation Act expressly stipulates that this prohibition is not applicable to benefits granted while a domination agreement (Beherrschungsvertrag) or profit transfer agreement (Gewinnabführungsvertrag) exists between the partnership limited by shares and the shareholder on whose instructions the benefit is granted. Nonetheless, it is still conceivable that the granting of guarantees and/or security by SIG Euro Holding AG & Co. KGaA and by affiliated companies (especially subsidiaries) of SIG Euro Holding AG & Co. KGaA to secure liabilities of its direct or indirect shareholders could violate Section 278 para 3 in connection with Section 57 paras 1 and 3 of the German Stock Corporation Act and thus be void and unenforceable, if the instructions given to SIG Euro Holding AG & Co. KGaA by its shareholders to grant such guarantees and/or security constituted an unjustified and extreme infringement of SIG Euro Holding AG & Co. KGaA’s own corporate interests and thus do not fall within the scope of benefits granted on the basis of legitimate instructions.

Section 278 para 3 in connection with Section 71a of the German Stock Corporation Act provides that the granting of guarantees and/or security by a partnership limited by shares which serve the purpose of supporting the acquisition of shares in such partnership limited by shares is prohibited. However, Section 278 para 3 in connection with Section 71a para 1 of the German Stock Corporation Act expressly stipulates that this prohibition is not applicable to guarantees and/or security granted while a domination agreement or profit transfer agreement exists between the partnership limited by shares and the entity on whose instructions the guarantee and/or security is granted. Nonetheless, it is still conceivable that the granting of guarantees and/or security by SIG Euro Holding AG & Co. KGaA and by affiliated companies (especially subsidiaries) of SIG Euro Holding AG & Co. KGaA to support the acquisition of shares in such partnership limited by shares could violate Section 278 para 3 in connection with Section 71a of the German Stock Corporation Act, in which case such guarantees and security would be void and unenforceable or subject to a redemption claim against the beneficiary, if the instructions given to SIG Euro Holding AG & Co. KGaA by the dominating entities to grant such guarantees and/or security constituted an unjustified and extreme infringement of SIG Euro Holding AG & Co. KGaA’s own corporate interests and thus do not fall within the scope of benefits granted on the basis of legitimate instructions.

Recognition of the Laws of New York in German Proceedings

Although the choice of the laws of New York to govern the guarantees would be recognized by the competent courts of the Federal Republic of Germany, in case of a dispute before a German court, the German court would only recognize the substantive laws of New York and would apply the laws of the Federal Republic of Germany with respect to procedural matters. Further, a German court may refuse to apply and/or to enforce provisions governed by the laws of New York (as they apply to the guarantees) if the respective provision is contrary to the German ordre public (public policy) or compulsory provisions under German law or if the law of another jurisdiction must be applied regardless of the chosen law. In addition, if a German court finds that the facts of the case have only been connected with a jurisdiction other than New York at the time of the choice of law, the court may still apply those provisions which cannot be derogated by contract according to the laws of that jurisdiction. Finally, a German court may not recognize the choice of laws of New York if, or to the extent it is determined that, the choice of laws of New York was made to evade mandatory provisions or public policy considerations of the laws of another jurisdiction.

Release of Security Interests Governed by German Law

If the realizable value of the security package at any date after entering into the German law security documents permanently and not just temporarily exceeds 110% of the amount of the secured obligations, such excessive part of the security must, on request of the respective security provider, be released, which would not affect the validity or enforceability of the remaining security. A security provider will be deemed to have a claim for release of the excess security even if the relevant documents do not expressively provide for release

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provisions. For practical purposes, such claim is commonly triggered if the market value of the encumbered assets exceeds the amount of the secured obligations by 50%.

Other Local Law Considerations

The beneficial owners of the senior secured notes from time to time will not be party to any of the security documents. Therefore, in Germany, there are risks regarding the enforceability of the security interests granted by the note guarantors in favor of the noteholders. In order to mitigate the risk, the collateral agent will enter into an abstract acknowledgement of indebtedness agreement and a parallel debt undertaking pursuant to which the collateral agent will become the holder of the secured claims equal to the principal amount of the notes plus certain other amounts for the benefit of the trustee and the holders of the notes. Accordingly, the rights of the holders will not be directly secured by the pledges of the collateral, but through this parallel claim. This parallel claim will be acknowledged by the applicable grantor by way of an abstract acknowledgement of indebtedness or a parallel debt undertaking to the collateral agent. The abstract acknowledgement of debt and parallel debt undertaking secures the notes and the collateral secures claims under the abstract acknowledgement of debt and parallel debt undertaking. There is uncertainty as to the enforceability of this procedure in Germany. This procedure has not yet been tested under German law, and we cannot assure you that it will eliminate or mitigate the risk of unenforceability posed by German law.

In order to create valid security interests over assets expressed to be subject to security interests under German law:

• the relevant company must be notified of the pledges over shares and partnership interests;

• pledges over the shares in SIG Euro Holding AG & Co. KGaA require delivery of the share certificates to the collateral agent;

• the relevant account bank must be notified of the pledges over bank accounts;

• the notification/consent of the relevant insurer is required for the assignment of insurance receivables; and

• the land charges and the deeds for submission to immediate enforcement (Unterwerfung unter die sofortige Zwangsvollstreckung) must be registered in the competent land register (Grundbuch).

Any enforceable copy (vollstreckbare Ausfertigung) that has been issued before an existing land charge has been assigned to the collateral agent has to be transcribed (umgeschrieben) in favour of the collateral agent before the existing deeds for submission to immediate enforcement (Unterwerfung unter die sofortige Zwangsvollstreckung) can be enforced.

Guernsey

One of the guarantors is incorporated under the laws of the Island of Guernsey. Therefore, any insolvency proceedings by or against such guarantor may be initiated in Guernsey and based on Guernsey insolvency laws. The insolvency laws of Guernsey are different from the insolvency laws of other jurisdictions, and this may limit your ability to recover payments on the notes to an extent exceeding the limitations arising under other insolvency laws.

Under Guernsey law, a guarantee may be avoided if there is no commercial benefit to the guarantor in issuing it. The directors of the Guernsey guarantor believe that the issue of the guarantees and the provision of security by the Guernsey guarantor are of commercial benefit to such guarantor. However, there can be no assurance that the issue of the guarantees or the provision of security will not be challenged by a liquidator, administrator or creditor, or that a court would support the directors’ corporate benefit analysis.

Under Guernsey customary law, if it can be shown that the granting of a guarantee was made at the time the guarantor was insolvent or that the guarantor became insolvent as a result of the guarantee, any person prejudiced by the guarantee may apply to the Royal Court of Guernsey to set the guarantee aside as a transaction defrauding creditors. This provision of Guernsey customary law may, in certain circumstances, be used by any person who claims to be the victim of the transaction, not only liquidators. If a court were to find that the granting of the

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guarantee constituted a transaction defrauding creditors, the court may make such orders as it thinks fit to protect the interests of those creditors and to restore the guarantor’s position to what it would have been if the transaction had not been entered into, including by voiding the guarantee. There is not yet decisive case law as to what, if any, time limit there is on such a challenge.

Furthermore, if the Royal Court of Guernsey was asked to enforce a guarantee against the Guernsey guarantor, the Guernsey guarantor might be able to claim certain rights under Guernsey law, known as the “droit de division” and the “droit de discussion”, being respectively a right to require that any liability of the Guernsey guarantor be divided or apportioned with another person or persons and a right to require that the assets of the principal obligor (or any other person) be exhausted before any claim is enforced against the Guernsey guarantor unless the Guernsey guarantor has agreed to waive such rights. It is intended that the Guernsey guarantor will waive its rights under the “droit de division” and the “droit de discussion” under the indenture governing the senior secured notes.

Under Guernsey law, if the business of a company is carried on with intent to defraud creditors or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner is guilty of an offence. Civil liability can also arise where in the course of winding up a company it appears that the business of the company had been carried on with intent to defraud creditors. In that instance the Royal Court of Guernsey on application of a creditor, member, liquidator or administrator can declare that any person who was knowingly a party to the carrying on of the business in such manner is liable to make a contribution to the company’s assets.

If in the course of an insolvent winding up of a Guernsey company it appears that at some time before the commencement of the winding up a director knew or ought to have concluded that there was no reasonable prospect of the company avoiding going into insolvent liquidation, the Royal Court of Guernsey on the application of the liquidator or any creditor or member of the company can declare that person is liable to make such contribution to the company’s assets as the Court thinks proper.

If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors (whether of the company or of any other person), or for any fraudulent purpose the Royal Court of Guernsey, on the application of the liquidator, administrator or any creditor or member of the company may declare that any persons who were knowingly parties to the carrying on of the business in such manner are liable to make such contributions to the company’s assets as the Court thinks proper.

In Guernsey, if a liquidator can show that a company has given a “preference” to any person after the commencement of a period of six months prior to the onset of liquidation proceedings (or two years if the preference is to a connected person) and at the time of giving the preference such company was unable to pay its debts or became as a result of giving the preference unable to pay its debts, the Royal Court of Guernsey may make such order as it thinks fit for restoring the position to what it would have been if the company had not given the preference. A company is deemed to have given a preference to a person if that person is either one of the company’s creditors or a surety or guarantor for any of the company’s debts or liabilities, and the company does anything or permits anything to be done which improves that person’s position in the company’s liquidation. The Royal Court of Guernsey may not make an order regarding a preferential transaction unless it is satisfied that the company was influenced in deciding to give the preference by a desire to put that person in a better position in the company’s liquidation, save where the person given a preference is connected with the company where such desire is presumed unless the contrary is shown. If the Royal Court of Guernsey finds that the guarantees are preferences, it has wide powers for restoring the position of the guarantor to what it would have been if that preference had not been given, which could include reducing payments under the guarantees. However, there is protection for a third party who enters into a preferential transaction in good faith, for value and without notice.

Under Guernsey law, parties may choose the laws of a foreign jurisdiction as the governing law of a guarantee so long as that choice is legal and bona fide. Under the indentures, the Guernsey guarantors have submitted to the jurisdiction of the courts of New York. A judgment of a New York court should be enforceable in Guernsey in accordance with the common law rules of private international law relating to the enforcement of foreign judgments, subject to certain qualifications more specifically set out in the section “Enforcement of Civil Liabilities — Guernsey.”

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Insolvency Proceedings

Under Guernsey law there are two substantive types of insolvency proceedings relating to non-cellular companies, namely administration and winding up proceedings.

Administration

An administration order may be made in respect of a Guernsey company if the Royal Court of Guernsey (the “Court”) is satisfied that a company does not satisfy or is likely to become unable to satisfy the “solvency test” prescribed by The Companies (Guernsey) Law, 2008 (as amended) (the “Law”) and considers that the making of an administration order may achieve either:

• the survival of the company, and the whole or any part of its undertaking, as a going concern; or

• a more advantageous realization of the company’s assets than would be effected on a winding up.

An administration order may be applied for by a company itself, the directors of the company, any member of the company, any creditor of the company, the Guernsey Financial Services Commission in respect of supervised companies and companies engaged in financial services business or, in the case of a company in respect of which the Court has made an order for winding up or which has passed a resolution for voluntary winding up, a liquidator.

In the period between the presentation of the application for an administration order and ending with the making of an order or the dismissal of the application:

• no resolution may be passed or order made for the company’s winding up; and

• no proceedings may be commenced or continued against the company except with the leave of the Court and subject to such terms and conditions as the Court may impose. However, a creditor’s rights of set-off and security interests created pursuant to the Security Interests (Guernsey) Law, 1993 and rights of enforcement thereof are unaffected and may be exercised without the leave of the Court.

However, the leave of the Court is not required for the presentation of an application for the company’s winding up in that period.

Following an administration order and during the period for which the order is in force, the affairs, business and property of a company are managed by an administrator appointed by the Court, and no resolution may be passed or order made for the company’s winding up and no proceedings may be commenced or continued against the company except with the consent of the administrator or the leave of the Court and subject to such terms and conditions as the Court may impose. However, a creditor’s rights of set-off and security interests created pursuant to the Security Interests (Guernsey) Law, 1993, and rights of enforcement thereof are unaffected.

Winding Up

A Guernsey company may be wound up voluntarily if:

• the period (if any) fixed by its memorandum or articles of incorporation for the duration of the company expires, provided that the company passes an ordinary resolution that it be wound up voluntarily; or

• an event (if any) occurs on the occurrence of which the memorandum or articles of incorporation of the company provide that the company must be dissolved, provided that the company passes an ordinary resolution that it be wound up voluntarily; or

• if the company passes a special resolution that it be wound up voluntarily.

From the commencement of a voluntary winding up (upon the passing of the resolution for voluntary winding up), the company must cease to carry on business, except insofar as may be expedient for the beneficial winding up of the company. The company, however, continues in existence until dissolution.

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A company may be compulsorily wound up by the Court if the company, inter alia: has by special resolution resolved that it be wound up by the Court; has not commenced business within one year beginning on the date of its incorporation; suspends business for a whole year; has no members; has failed to comply with a direction of the Registrar in accordance with the Law, has failed to hold a general meeting of its members in accordance with the Law; has failed to send its members a copy of its accounts or reports in accordance with the Law; the Court is of the opinion that it is just and equitable that the company should be wound up; or the company is unable to pay its debts. For this purpose, a company is deemed to be unable to pay its debts if a creditor to whom the company owes a sum exceeding £750 serves on the company through the office of H.M. Sergeant at the company’s registered office a written demand for payment, and the company, for a period of 21 days immediately following the date of service of the written demand, fails to pay the sum or to secure payment to the reasonable satisfaction of the creditor; or if it is proved to the satisfaction of the Court that the company fails to satisfy the solvency test as prescribed by the Law.

Arrangements can be entered into by a Guernsey company which is being voluntarily wound up with its creditors to delegate to its creditors the right to appoint a liquidator. Any arrangement entered into between a company and its creditors, subject to a right of appeal, is binding if sanctioned by a special resolution of the company and by 75% in number and value of its creditors. However, a creditor or shareholder of a company which has entered into such an arrangement may, within 21 days beginning on the date of the completion of the arrangement, apply to the Court for an order that the arrangement be set aside. The Court may make such order as it thinks fit for the setting aside, amendment, variation or confirmation of the arrangement.

On the making of an application for the compulsory winding up of a company or at any time thereafter, any creditor of the company may apply to the Court for an order restraining, on such terms and conditions as the Court thinks fit, any action or proceeding pending against the company; or appointing a provisional liquidator to ascertain the company’s assets and liabilities, manage its affairs and do all acts authorized by the Court.

Hungary

Some of the guarantors are organized under the laws of Hungary. In the event of insolvency, insolvency proceedings may, therefore, be initiated in Hungary. In such cases the main proceeding would be governed by Hungarian law. The insolvency laws of Hungary may substantially differ from the laws of other countries and may not be as favorable to your interests or even preclude your interests as creditors as the insolvency laws of other jurisdictions, including priority of creditors, enforceability of security interests and the duration of the insolvency proceedings, and therefore may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

Under Hungarian law, there are two types of insolvency proceedings, these are the bankruptcy and liquidation proceedings. These proceedings are regulated by Act XLIX of 1991 on Bankruptcy and Liquidation Proceedings (the “Bankruptcy Act”).

Bankruptcy Proceedings

The purpose of the bankruptcy procedure is to reorganise the debts of the debtor company in order to enable it to continue its business operations. Directors of the company are entitled to file a petition for bankruptcy proceedings at court, pursuant to which an automatic moratorium is granted, resulting in the temporary suspension of its payment obligations. The court examines the petition, and the day it publishes its decree approving the petition is considered as the commencement date of the bankruptcy proceedings and also of the normal 120 day moratorium. During the moratorium the company may only fulfill its certain privileged payment obligations (e.g. payment of wages). The moratorium may be extended to 365 days with the consent of the creditors. In the bankruptcy procedure the company may reach a composition with its creditors. The composition scheme will be compulsory for, and could be enforced against all creditors of the debtor company, even if not all of the creditors have consented to it, subject to the necessary ratio of creditors consenting to such composition scheme. In bankruptcy proceedings, creditors may compromise their rights (for example, by extending the repayment date, write-off a part of their claims, converting some of it to equity, or converting cash pay interest into payment in kind interest). The composition scheme is deemed as agreed if (i) a simple majority of the secured creditors and (ii) a simple majority of the unsecured creditors give their consent thereto.

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Liquidation Proceedings

Liquidation proceedings means proceedings initiated by a creditor of the company or by the debtor company itself, in a situation where the company is insolvent and unable to perform its financial obligation. In addition to the foregoing, liquidation procedure may also be initiated by the court. Liquidation proceedings ends by the dissolution of the debtor company and the sale proceeds of the debtor’s assets are distributed between its creditors in accordance with the waterfall set out in the Bankruptcy Act. In case of liquidation proceedings, the management and the shareholders are effectively displaced by the court appointed liquidator.

Limitations Arising from Insolvency Law

Your interests as creditors are subject to any limitations arising from insolvency, liquidation, bankruptcy, moratorium, reorganisation, enforcement (such as the Bankruptcy Act, V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings, LIII of 1994 on the Execution of Judicial Decisions and Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings) and similar laws affecting the rights of creditors or secured creditors generally.

• Under the term of the moratorium granted in the bankruptcy procedure, no securities may be enforced against the assets of the debtor, except for the enforcement of certain security deposits.

• Any creditor of an insolvent company or the liquidator has the right to challenge transactions concluded by such insolvent company which is of a type falling under any of the criteria set out under subparagraphs (i)-(iii) below. The persons referred to above have the right to challenge such transactions within 90 days from the date of becoming aware of the existence of such transactions, but in any event within one year from the date of publication of a court order relating to the commencement of the liquidation proceedings. The types of transactions open to challenge are the following:

(i)  Contracts concluded or legal declarations made by the insolvent company within five years of the date preceding the date when a competent court received a petition for the initiation of liquidation proceedings or at any time thereafter, if such contract or legal declaration resulted in the decrease in the value of the insolvent company’s assets, and the intent of the insolvent company was to defraud any or all of the creditors, and the contracting party, or beneficiary of the legal declaration had or should have had knowledge of such intent;

(ii)  Contracts concluded or legal declarations made by the insolvent company within two years of the date preceding the date when a competent court received a petition for the initiation of liquidation proceedings or at any time thereafter, if the subject matter of such contract or legal declaration is (A) a free asset transfer by the insolvent company; (B) an undertaking by the insolvent company in respect of its assets for no consideration; or (C) an arrangement resulting in an evidently disproportional benefit in value to the contracting party; and

(iii)  Contracts concluded or legal declarations made by the insolvent company within ninety days of the date preceding the date when a competent court received a petition for the initiation of liquidation proceedings or at any time thereafter, if the subject matter of such contract or legal declaration is to grant preference to any one creditor, in particular an amendment of an existing contract for the benefit of such creditor, or provision of collateral to an unsecured creditor.

• The liquidator, acting on behalf of the insolvent company, is entitled to seek to recover within the time periods referred to above, any service rendered by the insolvent company within 60 days of the date preceding the date when a competent court received a petition for the initiation of liquidation proceedings or at any time thereafter, if the provision of such service resulted in a preference to any one creditor and was not made in its normal course of business. In particular payment of a debt prior to its original maturity is considered as granting preference to a creditor.

• The liquidator is entitled to terminate all agreements concluded by the company and is entitled to rescind from the agreements of the company where no service has been fulfilled by the parties.

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• The contractual subordination of claims will be binding between the relevant parties (in accordance with and subject to governing law) but will not be recognized by an insolvency officer (in the event of insolvency proceedings in Hungary) or a court bailiff (in the event of court enforcement proceedings in Hungary), who will be bound by the statutory order of payments and ranking of claims.

• When a Hungarian company is under liquidation, the guarantees granted by the company may no longer be enforceable by the creditors; however, assets of the company are sold by the liquidator and the creditors may be entitled to the proceeds of such sale in the order set out in the applicable Hungarian insolvency laws.

• When a Hungarian company is under liquidation, securities created over the assets of the company may no longer be enforceable by the creditors (except for most of the security deposits); however, assets of the company are sold by the liquidator and the creditors may be entitled to the proceeds of such sale.

• It is uncertain whether the claims secured by any security interest established under a foreign law governed security document concluded in relation to an asset of the Hungarian guarantor located abroad (the “Foreign Security Document”) would enjoy any form of priority or whether the beneficiaries of such security interest would have a preferred secured creditor status under Hungarian law in case of liquidation of a Hungarian guarantor by virtue of such Foreign Security Document. Nevertheless, the Hungarian liquidator will need to observe the provisions laid down under Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings, in particular in respect of the assets of the Hungarian guarantor located in another EU Member State which are subject to a security interest created under the laws of another EU Member State, insofar as the opening of insolvency proceedings in an EU Member State will not affect security interests over assets situated in another EU Member State. Notwithstanding the above, we believe that with respect to security interests created over movable and immovable assets located in Hungary there is a risk that foreign law governed securities would be deemed invalid under Hungarian law, if respective Hungarian law requirements are not met (e.g., registration), and thus such security interests would not be enforceable against such assets. Please note that pursuant to Hungarian law, applicable Hungarian legal formalities must be met if the asset is located in Hungary upon the creation of the security interest.

Other Local Law Considerations

In order to create valid security interests over the assets expressed to be subject to a security interest created under Hungarian law,

(a)  quota charge agreements have to be registered with the relevant court of registration;

(b)  floating charge agreements and the fixed charge agreements must be incorporated into notarial deeds and have to be registered with the registry of charges;

(c)  real estate mortgage agreements must be registered with the relevant land registry; and

(d)  certain pledges over IP rights (e.g. trademarks) must be registered with the Hungarian Patent Office.

It is standard practice in Hungary that the collateral agent or the security trustee, acting on behalf and representing the interests of the creditors, enters into the security documents as chargee, pledgee, mortgagee or beneficiary in lieu of the creditors themselves. In the lack of jurisprudence and governing case law it is uncertain as to whether the noteholders (other than the collateral agent) may formulate valid claims against a Hungarian guarantor under the security agreements directly if they are not parties to the relevant Hungarian security documents.

Pursuant to the parallel debt provisions, each guarantor undertakes to pay to the collateral agent, as a creditor in its own right and not as representative of the other noteholders and such payment obligations also form part of the secured obligations. Whilst, to the best of our knowledge, there has been no judicial decision on the point, there is a risk that the parallel debt provisions may be set aside for public policy reasons under Hungarian law, on the basis that a Hungarian court may consider that the debt owed to the collateral agent

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pursuant to the parallel debt did not have an adequate legal title because it did not arise from any funds actually lent by the collateral agent and therefore any security for such parallel debt will not be valid in Hungary even if it is legal, valid and binding under the law by which it is expressed to be governed.

In order to mitigate the risks associated with the aforementioned two points, the Hungarian security documents stipulate for the following legal basis, on which the collateral agent may rely to enforce the security interests established under the Hungarian security documents. Pursuant to the parallel debt provisions the collateral agent may act as a creditor in its own right and not as representative of the noteholders, and such payment obligations also form part of the secured obligations. Whilst the legal basis set out above is stipulated in the Hungarian security documents to ensure that it will be recognized by the Hungarian courts (to the extent that the validity of such legal basis was ever challenged by an interested party), in the absence of jurisprudence this is uncertain. For the avoidance of doubt, the discussion set out in these paragraphs relates to the enforcement of the Hungarian security documents only and not to any of the other security interests created under laws other than Hungarian law.

Japan

Some of the guarantors which are organized under the laws of Japan may have their business or office premises in Japan or have assets in Japan. Any insolvency proceedings by or against such guarantors may be initiated in Japan under Japanese insolvency laws. The insolvency laws of Japan may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions. As a result, your ability to recover payments due on the notes may be more limited in Japan than in other jurisdictions.

There are four statutory insolvency procedures in Japan: (i) bankruptcy (hasan) proceedings under the Bankruptcy Law, (ii) civil rehabilitation (minjisaisei) proceedings under the Civil Rehabilitation Law, (iii) corporate reorganization (kaishakosei) proceedings under the Corporate Reorganization Law, and (iv) special liquidation (tokubetsu Seisan) proceedings under the Companies Act, each of which is available to a Japanese joint stock company (kabushiki kaisha) (including Closure Systems International Holdings (Japan) KK and Closure Systems International Japan, Limited). The following sets out an overview of the respective insolvency procedures.

Bankruptcy (hasan) Proceedings

Bankruptcy proceedings against a company (including foreign companies which have their business or office premises in Japan or have assets in Japan) may be commenced if (i) a debtor is unable to pay its debts in due time (shiharai funo) or (ii) the amount of the debtor’s liabilities exceeds the aggregate amount of its assets (saimu choka). Bankruptcy proceedings will be commenced by an order of the court following a petition with the court by the debtor or its creditor. Upon the commencement of the proceedings, the directors of the debtor lose the authority to administer the assets of the debtor and a trustee (kanzai nin) who is appointed by the court will administer the assets of the debtor. Once the court orders the commencement of the proceedings, claims against the debtor that existed prior to the commencement of the proceedings may only be enforced through the proceedings (except for the secured claims). Creditors must file their claims with the court within a certain period of time (otherwise, in general, such creditors will not be entitled to any distributions from the debtor in respect of such claims). If the trustee admits such claims and other creditors do not make objections, the creditors will be entitled to a distribution pro rata to the admitted claims. If the trustee does not admit the claims, or other creditors make objections, the relevant creditor may file a petition with the court to determine whether or not to admit the claims. If the relevant creditor is not satisfied with the decision by the court in this regard, such creditor may file a formal lawsuit against the trustee or other creditors. The distributions to creditors shall be made pursuant to the order set out in the bankruptcy law. It should be noted that secured creditors may enforce their security outside the proceedings at any time. During the proceedings, the trustee may challenge certain transactions (including the provision of guarantee) if such transaction is entered into by the debtor with the knowledge to harm other creditors or if the provision of guarantee or repayment of debt is done with a knowledge that the debtor became unable to pay its debts or the commencement of the bankruptcy proceedings.

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Civil Rehabilitation (minjisaisei) Proceedings

Civil Rehabilitation proceedings against a company (including foreign companies which have their business or office premises in Japan or have assets in Japan) may be commenced if there is a significant likelihood that (i) a debtor is unable to pay its debts in due time (shiharai funo) (ii) the amount of the debtor’s liabilities exceeds the aggregate amount of its assets (saimu choka), or (iii) the debtor will be unable to pay its liabilities when due without substantially impeding its ability to carry on its business. Civil Rehabilitation proceedings will be commenced by an order of the court following the petition with the court by the debtor or its creditor (the creditor may file a petition only in the case of (i) and (ii) above). Even after the commencement of the proceedings, the directors of the debtor normally continue to administer the assets of the debtor, although the supervisor (kantoku iin) is usually appointed by the court to supervise the debtor. Once the court orders the commencement of the proceedings, claims against the debtor that existed prior to the commencement of the proceedings may only be enforced through the proceedings (except for the secured claims). Creditors must file their claims with the court within a certain period of time (otherwise, in general, such creditors will not be entitled to any distributions from the debtor in respect of such claims). If the debtor admits such claims and other creditors do not make objections, the creditors will be entitled to a distribution pro rata to the admitted claims (which is subject to further changes under the civil rehabilitation plan). If the company does not admit the claims, or other creditors object, the relevant creditor may file a petition with the court to determine whether or not to admit claims. If the relevant creditor is not satisfied with the decision by the court in this regard, such creditor may file a formal lawsuit against the debtor or other creditors. The distributions to creditors shall be made pursuant to the civil rehabilitation plan which will be resolved by the creditors and approved by the court. It should be noted that secured creditors may enforce their security outside the proceedings at any time. During the proceedings, the supervisor (or civil rehabilitation trustee, if elected) may challenge certain transactions (including the provision of guarantee) if such transaction is entered into by the debtor with the knowledge to harm other creditors or if the provision of guarantee or repayment of debt is done with a knowledge that the debtor became unable to pay its debts or the commencement of the civil rehabilitation proceedings.

Corporate Reorganization (kaisha kosei) Proceedings

Corporate Reorganization proceedings against a company (which only includes Japanese joint stock companies) may be commenced if there is a significant likelihood that (i) a debtor is unable to pay its debts in due time (shiharai funo), (ii) the amount of the debtors’ liabilities exceeds the aggregate amount of its assets (saimu choka) or (iii) the debtor will be unable to pay its liabilities when due without substantially impeding its ability to carry on its business. Corporate reorganization proceedings will be commenced by an order of the court following the petition by the debtor, the creditor(s) whose total amount of claims are 10% or more of the debtor company’s capital or the shareholder(s) who in total have 10% or more of the voting rights of the debtor company (the creditor(s) or the shareholder(s) may file a petition only in the case of (i) and (ii) above). Upon the commencement of the proceedings, the directors of the debtor usually lose the authority to administer the assets of the debtor and a trustee (kanzai nin) who is appointed by the court will administer the assets of the debtor. Creditors must file their claims with the court within a certain period of time (otherwise, in general, such creditors will not be entitled to any distribution from the debtor in respect of such claims). Once the court orders the commencement of the proceedings, claims against the debtor that existed prior to the commencement of the proceedings may only be enforced through the proceedings (including the secured claims). If the trustee admits such claims and other creditors do not object with respect to the claims, the creditors will be entitled to a distribution pro rata to each class of admitted claims (which is subject to further changes under the corporate reorganization plan). If the trustee does not admit such claims or other creditors make objections, the relevant creditor may file a petition with the court to determine whether or not to admit the claims. If the relevant creditor is not satisfied with the decision by the court in this regard, such creditor may file a formal lawsuit against the trustee or other creditors. The distributions to creditors shall be made pursuant to the corporate reorganization plan which will be resolved by each class of stakeholders (the secured creditors, creditors and shareholders (if the debtor company is not in excess of debt)) and approved by the court. Unlike other insolvency procedures, under corporate reorganization proceedings, secured creditors may not enforce their security outside the proceedings and distributions to the secured creditors shall be made pursuant to the corporate reorganization plan. During corporate reorganization proceedings, the trustee may challenge certain transactions (including the provision of

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guarantee) if such transaction is entered into by the debtor with the knowledge to harm other creditors or if the provision of guarantee or repayment of debt is done with a knowledge that the debtor became unable to pay its debts or the commencement of the civil rehabilitation proceedings.

Special Liquidation (tokubetsu Seisan) Proceedings

Special Liquidation proceedings against a company (which only includes Japanese joint stock companies) may be commenced if a debtor is already in liquidation and (i) it is found that there is a significant impediment to the liquidation proceedings or (ii) it is suspected that the company’s liabilities exceed its assets. Special Liquidation proceedings will be commenced by an order of the court following a petition by the creditor, the liquidator (usually a former director), the statutory auditor or the shareholder of the debtor. After the commencement of the proceedings, the liquidator of the debtor often continues to administer the assets of the debtor. Creditors must notify their claims with the debtor within a certain period of time (otherwise, in general, such creditors will not be entitled to any distributions from the debtor in respect of such claims). If the debtor and the respective creditor do not agree with the existence and/or amount of claim, such creditor may bring a lawsuit against the debtor. The distributions to creditors shall be made in proportion to the amount of their claims. It should be noted that secured creditors may enforce their security outside the proceedings at any time. A creditor may challenge certain transactions (including the provision of guarantee) if such transaction is entered into by the debtor with the knowledge to harm other creditors or if the provision of guarantee or repayment of debt is done with a knowledge that the debtor became unable to pay its debts or the commencement of the civil rehabilitation proceedings.

Luxembourg

The Lux Issuer and some of the guarantors and security grantors are incorporated under the laws of the Grand Duchy of Luxembourg and there are assets located in Luxembourg which are subject to security interests.

Certain Insolvency Law Considerations

The Lux Issuer and some of the guarantors and security grantors are incorporated under the laws of the Grand Duchy of Luxembourg and have their registered offices in the Grand Duchy of Luxembourg (together the “Luxembourg Obligors”). Accordingly, Luxembourg courts should have, in principle, jurisdiction to open main insolvency proceedings with respect to these Luxembourg Obligors, as entities having their registered office and central administration (administration centrale) and centre of main interest (“COMI”), as used in the EC Regulation 1346/2000 of 29 May 2000 on insolvency proceedings (the “EU Regulation”), in the Grand Duchy of Luxembourg, such proceedings to be governed by Luxembourg insolvency laws. According to the EU Regulation, there is a rebuttable presumption that a company has its COMI in the jurisdiction in which it has the place of its registered office. As a result, there is a rebuttable presumption that the COMI of the Luxembourg Obligors is in the Grand Duchy of Luxembourg and consequently that any “main insolvency proceedings” (as defined in the EU Regulation) would be opened by a Luxembourg court and be governed by Luxembourg law.

However, the determination of where any of the Luxembourg Obligors has its COMI is a question of fact, which may change from time to time. Preamble 13 of the EU Insolvency Regulation states that the COMI of a debtor should correspond to the place where the debtor conducts the administration of its interests on a regular basis and “is therefore ascertainable by third parties.” In the Eurofood IFSC Limited decision by the European Court of Justice (“ECJ”), the ECJ restated the presumption in the EU Regulation that the place of a company’s registered office is presumed to be the company’s COMI and stated that the presumption can only be rebutted if “factors which are both objective and ascertainable by third parties enable it to be established that an actual situation exists which is different from that which locating it at the registered office is deemed to reflect.”

Under Luxembourg insolvency laws, the following types of proceedings (the “Insolvency Proceedings”) may be opened against such Luxembourg Obligors:

• bankruptcy proceedings (faillite), the opening of which is initiated by the relevant guarantor, by any of its creditors or by Luxembourg courts ex officio. The managers/directors of the Luxembourg Obligors have the obligation to file for bankruptcy within one month in case it is in a state of cessation of payment (cessation de paiement).

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Following such a request, the Luxembourg courts having jurisdiction may open bankruptcy proceedings, if the relevant guarantor (i) is in default of payment (cessation des paiements) and (ii) has lost its commercial creditworthiness (ébranlement de crédit).

If a court finds that these conditions are satisfied, it may also open ex officio bankruptcy proceedings, absent a request made by the relevant Luxembourg Obligor.

The main effects of such proceedings are (i) the suspension of all measures of enforcement against the relevant Luxembourg Obligor, except, subject to certain limited exceptions, for secured creditors and (ii) the payment of the Luxembourg Obligor’s creditors in accordance with their ranking upon the realization of the guarantor’s assets:

• controlled management proceedings (gestion controlée), the opening of which may only be requested by the relevant Luxembourg Obligor and not by its creditors; and

• composition proceedings (concordat préventif de faillite), the obtaining of which is requested by the relevant guarantor only after having received a prior consent from a majority of its creditors holding 75% at least of the claims against such Luxembourg Obligor. The obtaining of such composition proceedings will trigger a provisional stay on enforcement of claims by creditors.

In addition to these proceedings, the ability of the holders of notes to receive payment on the notes may be affected by a decision of a court to grant a stay on payments (sursis de paiements) or to put the relevant guarantor into judicial liquidation (liquidation judiciaire). Judicial liquidation proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that are in serious breach or violation of the commercial code or of the laws governing commercial companies dated August 10, 1915, as amended (the “Companies Act”). The management of such liquidation proceedings will generally follow similar rules as those applicable to bankruptcy proceedings.

The Luxembourg Obligors’ liabilities in respect of the notes will, in the event of a liquidation of the Luxembourg Obligors following bankruptcy or judicial liquidation proceedings, rank after the cost of liquidation (including any debt incurred for the purpose of such liquidation) and those of the concerned obligor’s debts that are entitled to priority under Luxembourg law. For example, preferential debts under Luxembourg law include, among others:

• certain amounts owed to the Luxembourg Revenue;

• value-added tax and other taxes and duties owed to the Luxembourg Customs and Excise;

• social security contributions; and

• remuneration owed to employees.

For the avoidance of doubt, the above list is not exhaustive.

Assets in the form of shares or receivables over which a security interest has been granted and perfected will in principle not be available for distribution to unsecured creditors (except after enforcement and to the extent a surplus is realized), and subject to application of the relevant priority rule and liens and privileges arising mandatorily by law.

During insolvency proceedings, all enforcement measures by unsecured creditors are suspended. In the event of controlled management proceedings, the ability of secured creditors to enforce their security interest may also be limited, automatically causing the rights of secured creditors to be frozen until a final decision has been taken by the court as to the petition for controlled management, and may be affected thereafter by a reorganization order given by the relevant Luxembourg court subject to the exceptions under the Luxembourg Collateral Law as referred to below. A reorganization order requires the prior approval of more than 50% of the creditors representing more than 50% of the relevant guarantor’s liabilities in order to take effect.

Luxembourg insolvency laws may also affect transactions entered into or payments made by the guarantor during the period before bankruptcy, the so-called “suspect period” (periode suspecte), which is a maximum of six months, as from the date on which the Commercial Court formally adjudicates a person bankrupt, and, as for

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specific payments and transactions, during an additional period of ten days before the commencement of such period, preceding the judgment declaring bankruptcy, except that in certain specific situations the court may set the start of the suspect period at an earlier date, if the bankruptcy judgment was preceded by another insolvency proceedings (e.g., a suspension of payments or controlled management proceedings) under Luxembourg law.

In particular:

• pursuant to article 445 of the Luxembourg code of commerce, specified transactions (such as, in particular, the granting of a security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any means other than in cash or by bill of exchange; the sale of assets or entering into transactions generally without consideration or with substantially inadequate consideration) entered into during the suspect period (or the ten days preceding it) will be set aside or declared null and void, if so requested by the insolvency receiver; article 445 does not apply for financial collateral arrangements and set-off arrangements subject to the Luxembourg law of August 5, 2005 on financial collateral arrangements as amended (the “Luxembourg Collateral Law”), such as Luxembourg law pledges over shares or receivables.

• pursuant to article 446 of the Luxembourg code of commerce, payments made for matured debts for consideration, as well as other transactions concluded during the suspect period, are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were concluded with the knowledge of the bankrupt’s cessation of payments; article 446 does not apply for financial collateral arrangements and set-off arrangements subject to the Collateral Law, such as Luxembourg law pledges over shares or receivables.

• regardless of the suspect period, article 448 of the Luxembourg Code of Commerce and article 1167 of the Luxembourg Civil Code (action paulienne) give any creditor the right to challenge any fraudulent payments and transactions made prior to the bankruptcy.

The Luxembourg Collateral Law provides that with the exception of the provisions of the Luxembourg law of December 8, 2000 on over-indebtedness (which only apply to natural persons), the provisions of Book III, Title XVII of the Luxembourg Civil Code, of Book 1, Title VIII and of Book III of the Luxembourg Commercial Code and national or foreign provisions governing reorganization measures, winding-up proceedings or other similar proceedings and attachments or other measures referred to in article 19(b) of the Luxembourg Collateral Law are not applicable to financial collateral arrangements (such as Luxembourg pledges over shares or receivables) and shall not constitute an obstacle to the enforcement and to the performance by the parties of their obligations. Certain preferred creditors of a Luxembourg company (including the Luxembourg tax, social security and other authorities) may have a privilege that ranks senior to the rights of the secured or unsecured creditors.

Security Interests Considerations

According to Luxembourg conflict of law rules, the courts in Luxembourg will generally apply the lex rei sitae or lex situs (the law of the place where the assets or subject matter of the pledge or security interest is situated) in relation to the creation, perfection and enforcement of security interests over such assets. As a consequence, Luxembourg law will apply in relation to the creation, perfection and enforcement of security interests over assets located or deemed to be located in Luxembourg, such as registered shares in Luxembourg companies, bank accounts held with a Luxembourg bank, receivables/claims governed by Luxembourg law and/or having debtors located in Luxembourg, tangible assets located in Luxembourg, securities which are held through an account located in Luxembourg, bearer securities physically located in Luxembourg, etc.

If there are assets located or deemed to be located in Luxembourg, the security interests over such assets will be governed by Luxembourg law and must be created, perfected and enforced in accordance with Luxembourg law. The Luxembourg Collateral Law governs the creation, validity, perfection and enforcement of pledges over shares, bank accounts and receivables located or deemed to be located in Luxembourg.

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Under the Luxembourg Collateral Law, the perfection of security interests depends on certain registration, notification and acceptance requirements. A share pledge agreement must be (i) acknowledged and accepted by the company which has issued the shares (subject to the security interest) and (ii) registered in the shareholders’ register of such company. If future shares are pledged, the perfection of such pledge will require additional registration in the shareholders’ register of such company. A pledge over receivables becomes enforceable against the debtor of the receivables and third parties from the moment when the agreement pursuant to which the pledge was created is entered into between the pledgor and the pledgee. However, if the debtor has not been notified of the pledge or if he did not otherwise acquire knowledge of the pledge, he will be validly discharged if he pays the pledgor. A bank account pledge agreement must be notified to and accepted by the account bank. In addition, the account bank has to waive any pre-existing security interests and other rights in respect of the relevant account. If (future) bank accounts are pledged, the perfection of such pledge will require additional notification to, acceptance and waiver by the account bank. Until such registrations, notifications and acceptances occur, the pledge agreements are not effective and perfected against the debtors, the account banks and other third parties.

Article 11 of the Luxembourg Collateral Law sets out the following enforcement remedies available upon the occurrence of an enforcement event:

• direct appropriation of the pledged assets at (i) a value determined in accordance with a valuation method agreed upon by the parties or (ii) the listing price of the pledged assets;

• sale of the pledged assets (i) in a private transaction at commercially reasonable terms (conditions commerciales normales), (ii) by a public sale at the stock exchange, or (iii) by way of a public auction;

• court allocation of the pledged assets to the pledgee in discharge of the secured obligations following a valuation made by a court-appointed expert; or

• set-off between the secured obligations and the pledged assets.

As the Luxembourg Collateral Law does not provide any specific time periods and depending on (i) the method chosen, (ii) the valuation of the pledged assets, (iii) any possible recourses, and (iv) the possible need to involve third parties, such as, e.g., courts, stock exchanges and appraisers, the enforcement of the security interests might be substantially delayed.

Foreign law governed security interests and the powers of any receivers/administrators may not be enforceable in respect of assets located or deemed to be located in Luxembourg. Security interests/arrangements, which are not expressly recognized under Luxembourg law and the powers of any receivers/administrators might not be recognized or enforced by the Luxembourg courts, in particular where the Luxembourg security grantor becomes subject to Luxembourg Insolvency Proceedings or where the Luxembourg courts otherwise have jurisdiction because of the actual or deemed location of the relevant rights or assets, except if “main insolvency proceedings” (as defined in the EU Regulation) are opened under Luxembourg law and such security interests/arrangements constitute rights in rem over assets located in another Member State in which the EU Regulation applies, and in accordance of article 5 of the EU Regulation.

The perfection of the security interests created pursuant to the pledge agreements does not prevent any third party creditor from seeking attachment or execution against the assets, which are subject to the security interests created under the pledge agreements, to satisfy their unpaid claims against the pledgor. Such creditor may seek the forced sale of the assets of the pledgors through court proceedings, although the beneficiaries of the pledges will in principle remain entitled to priority over the proceeds of such sale (subject to preferred rights by operation of law).

Under Luxembourg law, certain creditors of an insolvent party have rights to preferred payments arising by operation of law, some of which may, under certain circumstances, supersede the rights to payment of secured or unsecured creditors, and most of which are undisclosed preferences (privilèges occultes). This includes in particular the rights relating to fees and costs of the insolvency official as well as any legal costs, the rights of employees to certain amounts of salary, and the rights of the Treasury and certain assimilated parties (namely social security bodies), which preferences may extend to all or part of the assets of the insolvent party. This general privilege takes in principle precedence over the privilege of a pledgee in respect of pledged assets.

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Intra-group Guarantees

Entities incorporated in Luxembourg have granted security interests and guarantees in order to secure, inter alia, the obligations under the notes.

The granting of cross- or up-stream security interests and guarantees by a Luxembourg company in order to secure the obligations of other entities may raise some corporate benefit issues, in particular in relation to the corporate interest of the Luxembourg company having to provide such security interests/guarantees. A Luxembourg company must act for its own benefit (spécialité légale) and in its own corporate interest. It cannot ultimately be excluded that granting of security interest/guarantee, which would be considered by a Luxembourg court as made in the absence of corporate interest, be declared void on the ground of illegal cause (cause illicite). Following the French supreme court case law, to which Luxembourg courts might turn, a Luxembourg entity could find a benefit and a corporate interest in granting security interests and guarantees for the obligations of other group entities if certain conditions are met. Whether an action is in the corporate interest of a company is a matter of fact not a legal issue. The directors/managers of a company are those who are able to assess whether such company has a corporate benefit and interest in granting cross- or up-stream security interests or guarantees. In the present transaction, the directors/managers of all the Luxembourg entities granting security and/or guarantees in favor of other group entities have expressly declared that the granting of cross- and up-stream securities by their respective company is in its best corporate benefit and interest. It is further commonly considered that down-stream guarantees and security interests do not raise corporate benefit issues. In addition, the transaction documents, as approved in the corporate decisions to be taken by the directors/managers of all the Luxembourg entities granting security and/or guarantees in favor of other group entities are including a guarantee limitation wording which is likely to limit such risk.

Financial Assistance

Any guarantees granted by Luxembourg entities, which constitute breach of the provisions on financial assistance as defined by article 49-6 of the Luxembourg Company Law or any other similar provisions (to the extent applicable, as at the date of this prospectus, to a Luxembourg entity having the form of a private limited liability company) (together the “Financial Assistance Provisions”) might not be enforceable.

The guarantee and pledge agreements entered into by the Luxembourg entities provide that the obligations which would come into the scope of the Financial Assistance Provisions will not be guaranteed by such guarantees and pledges.

Registration in Luxembourg

The registration of the notes, the security interest agreements, the indenture, the guarantees and the transaction documents (and any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in Luxembourg may be required in the case of legal proceedings before Luxembourg courts or in the case that the notes, the security interest agreements, the indenture, the guarantees and the transaction documents (and any document in connection therewith) must be produced before an official Luxembourg authority (autorité constituée). In such case, either a nominal registration duty or an ad valorem duty (or, for instance, 0.24% of the amount of the payment obligation mentioned in the document so registered) will be payable depending on the nature of the document to be registered. No ad valorem duty is payable in respect of security interest agreements, which are subject to the Luxembourg Collateral law.

The Luxembourg courts or the official Luxembourg authority may require that the notes, the security interest agreements, the indenture, the guarantees and the transaction documents (and any document in connection therewith) and any judgment obtained in a foreign court be translated into French or German.

Mexico

Some of the guarantors are organized under the laws of Mexico. In the event of insolvency, insolvency proceedings may, therefore, be initiated in Mexico. Mexican law would then govern those proceedings. The insolvency laws of Mexico may not be as favorable to your interests — or may even preclude your interests as

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creditors — as the insolvency laws of other jurisdictions, including in respect of priority of creditors, the enforceability of securities, the ability to obtain post-petition interest and the duration of the insolvency proceedings, and hence may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

The Mexican insolvency law (Ley de Concursos Mercantiles) contemplates a single proceeding for reorganization (concurso mercantil) and bankruptcy (quiebra) with two successive stages: the first stage, known as the “mediation” stage, is compulsory and is designed to reorganize the insolvent entity, and the second stage, known as the “bankruptcy” stage, provides for the bankruptcy and liquidation of the insolvent entity.

In Mexico, a person will be declared insolvent when it generally fails to pay its obligations as and when they become due. Insolvency of a person will be adjudicated upon the request of the insolvent entity, the Mexican attorney general’s office or any creditor of the insolvent entity when (a) the insolvent entity has defaulted in its payment obligations with two or more creditors and (b) when, on the date of such request, (i) 35% or more of such obligations have been delinquent for more than 30 days; and/or (ii) the insolvent entity does not have sufficient liquid assets (namely, cash and cash equivalents, such as bank deposits and other receivables with a maturity of no more than 90 days, or securities that may be sold within 30 days, in each case, from the date of filing of the insolvency request) to pay at least 80% of its due and payable obligations on the date of filing of the insolvency request. If the insolvency request is filed voluntarily by the insolvent entity, only one of the conditions described in items (i) and (ii) of clause (b) above would have to be satisfied. If the insolvency request is filed by the attorney general’s office or any creditor of the insolvent entity, both conditions described in items (i) and (ii) of clause (b) above would have to be satisfied. An insolvency presumption will exist with respect to any person or entity when, inter alia, its assets for attachment in aid of execution of a judgment or claim are insufficient; it has failed to pay two or more creditors; or it has participated in fraudulent or fictitious acts to avoid payment to creditors.

Upon filing of a petition for a judgment declaring insolvency, the court will instruct the Federal Institute of Insolvency Specialists (Instituto Federal de Especialistas de Concursos Mercantiles) to appoint an inspector (visitador) to visit the entity presumed to be insolvent. The inspector will then issue an opinion regarding the commercial entity’s insolvency, which will enable the court to issue a judicial resolution declaring the legal insolvency of such person. Following the issuance of such insolvency judgment, the Federal Institute of Insolvency Specialists will designate and appoint a mediator (conciliador) who will facilitate the negotiations between the insolvent entity and its creditors in order to reach a creditors’ agreement. The issuance of the insolvency judgment and the appointment of the mediator will initiate the “mediation” stage of the insolvency proceeding. The insolvency proceeding in Mexico is at all times court controlled, and upon receipt of an insolvency petition, the insolvency court may take preliminary measures (providencias precautorias) to secure the property of the insolvent entity.

During the “mediation” stage, the insolvent entity and those creditors that have been recognized within the insolvency proceeding as creditors of the insolvent entity would negotiate an agreement with respect to the payment of the outstanding obligations of the insolvent entity. In order for such creditors’ agreement to become effective and binding, it must be entered into between the insolvent entity and those recognized creditors holding title to more than 50% of the sum of (i) the amount of all unsecured claims of all unsecured recognized creditors of the insolvent entity, and (ii) the amount of all secured claims of those secured recognized creditors that enter into such creditors’ agreement. The creditors’ agreement would then have to be approved by the insolvency court. A secured claim under the Mexican insolvency law is considered to be a claim secured under a pledge or a mortgage or otherwise benefiting from any other form of statutory privilege or priority of payment.

Under the Mexican insolvency statute, the creditors’ agreement would be deemed entered into by an unsecured recognized creditor (whether or not such creditor actually enters into the agreement) if the agreement expressly contemplates (a) the payment of all amounts due and payable to such creditor on the date of the respective insolvency judgment converted to Unidades de Inversión, (b) the payment of all amounts that would become due and payable to such creditor from the date of the insolvency judgment until the date of approval of the creditors’ agreement by the insolvency court, which would be converted into Unidades de Inversión on the date such amounts become due and payable, and (c) the payment of all amounts that would become due and

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payable to such creditor after the date of approval of the creditors’ agreement, also converted into Unidades de Inversión on the date such amounts become due and payable.

The creditors’ agreement could also provide, with respect to any unsecured recognized creditors that are not a party to such agreement, (i) a stay of such creditors’ claim (with a capitalization of ordinary interest), but only to the extent the term of such stay is at least equal to the shortest stay assumed by those unsecured creditors that are a party to the creditors’ agreement and whose claims amount to 30% of all aggregate recognized claims, (ii) a write-off of such creditors’ claim, but only to the extent such write-off is at least equal to the lowest write-off assumed by those unsecured creditors that are a party to the creditors’ agreement whose claims amount to 30% of all aggregate recognized claims, or (iii) a combination of a stay and a write-off of such creditors’ claim, to the extent it is identical to the combinations accepted by those unsecured creditors that are a party to the creditors’ agreement whose claims amount to 30% of all aggregate recognized claims.

Secured recognized creditors that do not become a party to the creditors’ agreement may commence or continue foreclosure of their respective collateral; unless, the creditors’ agreement contemplates the payment of their respective claims or the payment of the price of the properties constituting such collateral. In this case, any excess with respect to the value of such properties would be deemed an unsecured claim for purposes of the insolvency proceeding.

At the request of the insolvent entity, if the “mediation stage” expires without the filing of an approved creditors’ agreement before the insolvency court or at the request of the mediator, the insolvency court would be required to issue a judgment declaring the bankruptcy of the insolvent entity. Upon such declaration of bankruptcy, the insolvency court would appoint a receiver (síndico) that would be charged with the management of the insolvent entity until its liquidation. The receiver would carry out the liquidation of the insolvent entity through the sale of its assets, in accordance with certain preset rules and conditions. The proceeds obtained from the liquidation of the assets of the insolvent entity would be applied by the receiver to make payments to creditors in the following order of priority:

• first, payment of labor claims for salaries and severance for the two calendar years preceding the insolvency judgment;

• second, payments to secured creditors (including costs and expenses relating to foreclosure and the enforcement of their respective rights), but only to the extent of the value of their respective collateral;

• third, payment of liabilities and obligations of the estate of the insolvent entity (i.e., management costs, fees and expenses incurred after the insolvency judgment);

• fourth, payment of litigation costs and expenses, and fees and expenses of the inspector, the mediator and any appointed receivers;

• fifth, payment of other labor claims and tax claims;

• sixth, payments to other creditors that qualify as “privileged” under Mexican commercial laws (e.g., creditors that are entitled to retain an asset until payment is made), but only to the extent of the value of the respective privilege; and

• seventh, payments to unsecured creditors.

Generally, the issuance of an insolvency judgment may affect the enforceability of the guarantees granted by the Mexican guarantors and the security interests provided by such Mexican guarantors. On the date of an insolvency judgment issued against any of the Mexican guarantors, the obligations of such Mexican guarantor under the notes (i) would be converted into Mexican pesos at the exchange rate prevailing at the time of the insolvency judgment and then from Mexican pesos into Unidades de Inversión, a Mexican inflation-pegged accounting unit, and would not be adjusted to take into account any devaluation of the Mexican peso relative to the U.S. Dollar occurring after such conversion, (ii) would be subject to the outcome of, and priorities recognized in, the Mexican insolvency law, (iii) would cease to accrue interest from the date a reorganization proceeding is declared, and (iv) would be subject to certain statutory preferences including tax, social security and labor claims and claims of secured creditors.

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Under Mexican law, the guarantees provide a basis for a direct claim against any Mexican guarantors; however, it is possible that the guarantees may not be enforceable under the Mexican insolvency law. While Mexican law does not prohibit the giving of guarantees and as a result does not prevent the guarantees of the notes from being valid, binding and enforceable against any Mexican guarantors, in the event that a Mexican guarantor becomes subject to an insolvency proceeding, the relevant guarantee may be deemed to have been a fraudulent transfer and declared void. Under the Mexican insolvency law, any action consummated by a Mexican guarantor prior to the date of an insolvency judgment will be deemed fraudulent when the Mexican guarantor is knowingly defrauding its creditors, and the third party participating in any such action had actual knowledge of such fraudulent intent. If the action is gratuitous, the action will be deemed fraudulent even if the third party had no actual knowledge of the fraudulent intent. Any action consummated by a Mexican guarantor at any time after the date that is 270 calendar days prior to the date of the applicable insolvency judgment (i) will be deemed fraudulent when, inter alia, (a) the Mexican guarantor receives no consideration, or the consideration received or paid by the Mexican guarantor, or the terms and conditions of the transaction, are clearly or materially below market, or (b) the Mexican guarantor makes a payment of indebtedness not yet due, or forgives receivables owed to it and (ii) will be presumed fraudulent, unless the interested third party proves that it was acting in good faith, when (a) the Mexican guarantor grants or increases collateral that was not originally contemplated and (b) the Mexican guarantor makes any payments in-kind that were not originally contemplated. In addition, certain transactions among related parties will also be deemed fraudulent and may be set aside by the insolvency court. In Mexico, the obligations of the Mexican guarantors would be considered to be ancillary obligations (obligaciones accesorias) to the principal obligations that they secure. If the principal obligations were to be declared null and void by the insolvency court, the ancillary obligations would also be considered to be null and void.

As regards the creation by any Mexican guarantor of a security interest through the transfer of collateral to a security trust (fideicomiso de garantía) in Mexico, under Mexican law such assets should not be considered to be assets of such Mexican guarantor, but rather assets held by the trustee under such security trust exclusively for the purposes set forth therein. If such Mexican guarantor were to become insolvent, the exercise of rights of the secured parties under the security trust may be substantially delayed and could be adversely affected by the ensuing insolvency proceeding.

Other Local Law Considerations

Under Mexican law, the implementation of a security trust or a floating lien pledge (prenda sin transmisión) to create a security interest requires compliance with certain formalities. In the case of a security trust, if the assets being transferred to the trustee as collateral consist of movable property which amount is equal to or greater than the Mexican peso equivalent of 250,000 unidades de inversion (a Mexican inflation-pegged accounting unit), the parties to the related security trust agreement are required to ratify their signatures in the presence of a Mexican notary public. If the assets being transferred to the trustee as collateral consist of real estate property, the agreement documenting such assignment would have to be granted in a public deed in the presence of a Mexican notary public, and such public deed would have to be recorded in the Public Registry of Property of the jurisdiction where such real estate property is located in order for such transfer to become effective before third parties.

Similarly, in the case of a floating lien pledge, the related floating lien pledge agreement is required to be documented in writing and, when the secured obligations equal or exceed the Mexican peso equivalent of 250,000 unidades de inversion, the parties thereto shall ratify their signatures in the presence of a Mexican notary public. The floating lien pledge agreement will become effective among the parties on the execution date thereof; provided that such agreement will only become effective before third parties after it has been recorded in the Public Registry of Commerce.

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New Zealand

Certain Insolvency Law Considerations

Two of the guarantors are incorporated under the laws of New Zealand. In the event of the insolvency of a New Zealand Guarantor, insolvency proceedings would likely proceed under, and be governed by, New Zealand insolvency law. However, as one of the New Zealand Guarantors holds shares in certain Luxembourg incorporated companies and the other New Zealand Guarantor holds shares in an Australian incorporated company, it is possible that insolvency proceedings could proceed in those jurisdictions. Please see the insolvency law considerations for Luxembourg and Australia for more information.

To the extent that any of the guarantors not incorporated in New Zealand has a connection with New Zealand (such as holding assets located in New Zealand), it is possible that insolvency proceedings in respect of that guarantor could proceed in New Zealand under New Zealand law. However, whether a judgment of the New Zealand Courts in relation to the status of a company incorporated in another jurisdiction, or its assets located in another jurisdiction, will be recognized and capable of enforcement in that jurisdiction will depend on the conflict of laws rules applied by the courts of that other jurisdiction.

New Zealand insolvency laws are different from the insolvency laws of other jurisdictions and this may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

Liquidation

Liquidation involves the collection and realization of the assets of a company and the paying of creditors in a fixed order of priority from the proceeds of any realization.

All liquidations are commenced by the appointment of a liquidator. A liquidator can be appointed by a special resolution of shareholders, by the board of directors of the company, or by the Court on the application of the company, a director, a shareholder, a creditor, an administrator (see “Voluntary Administration” below) or the New Zealand Registrar of Companies. The Court may only appoint a liquidator if it is satisfied that (i) the company is unable to pay its debts; or (ii) the company has persistently or seriously failed to comply with the New Zealand Companies Act 1993; or (iii) the company does not comply with section 10 of the New Zealand Companies Act 1993 (which requires a company to have a name and at least one share, one shareholder and one director) or (iv) it is just and equitable that the company be put into liquidation.

The senior secured notes are guaranteed by the New Zealand Guarantors on a first ranking secured basis. In a liquidation of a New Zealand Guarantor, the claims of the holders of the senior secured notes would rank equally with the claims of the lenders under the Senior Secured Credit Facilities, and ahead of the claims of all unsecured and subordinated secured creditors of the New Zealand Guarantors (other than claims mandatorily preferred by New Zealand bankruptcy, insolvency and other laws of general application).

The senior notes are also guaranteed by the New Zealand Guarantors. In a liquidation of a New Zealand Guarantor, the claims of the holders of the senior notes would rank equally with claims of all other unsecured creditors of the New Zealand Guarantors (other than claims mandatorily preferred by New Zealand bankruptcy, insolvency and other laws of general application) but would rank after any secured indebtedness of the New Zealand Guarantors (including indebtedness outstanding under the senior secured notes and the Senior Secured Credit Facilities) to the extent of the value of the property securing such indebtedness.

Voluntary Administration

Voluntary administration is a procedure under the New Zealand Companies Act 1993 that aims to administer the affairs of a company that is, or may become, insolvent in a way that maximizes the chances of the company continuing in existence or, if that is not possible, in a way that results in a better return for the company’s creditors and shareholders than would result from an immediate liquidation. It commences on the appointment of an administrator, who may be appointed by the board of directors of the company, by a liquidator, by the Court or by a secured creditor holding a charge over the whole, or substantially the whole, of

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the company’s property. Voluntary administration imposes a moratorium which, subject to certain exceptions, prevents a secured creditor from enforcing its security or bringing proceedings against the company for the duration of the administration.

However, a secured creditor who holds a charge over the whole, or substantially the whole, of a New Zealand company’s property will not be constrained by the moratorium, provided it enforces its charge within 10 working days after receiving notice of the administration. In respect of each New Zealand Guarantor, under the New Zealand law security documents granted by the New Zealand Guarantor in favor of the applicable collateral agent (being The Bank of New York Mellon in respect of Reynolds Group Holdings Limited and Wilmington Trust (London) Limited in respect of Whakatane Mill Limited) (for the benefit of the holders of the senior secured notes and the other beneficiaries of the collateral), the collateral agent has security over all of the New Zealand Guarantor’s property so that the collateral agent would be able to take advantage of this exception to the moratorium provided that the collateral agent enforces the charge within the required time frame.

Statutory Management

Statutory management is a procedure that may be imposed by the New Zealand Governor-General if a corporation is operating fraudulently or recklessly, or if it is considered desirable for the purpose of preserving the interests of the corporation’s shareholders, creditors or beneficiaries, or the public interest, or to enable the affairs of the corporation to be dealt with in a more orderly or expeditious way. A statutory manager is appointed by the New Zealand Governor-General, acting on the advice of the Minister of Commerce and the recommendation of the New Zealand Financial Markets Authority.

Upon a corporation being declared subject to statutory management, all creditors are prevented from enforcing their security or bringing proceedings against the corporation for the duration of the statutory management except with the permission of the statutory manager or the Court.

In addition to the moratorium imposed by statutory management, a statutory manager also has wide reaching powers including the ability to suspend payment of money owing by the corporation, to carry on the business of the corporation or to sell all or part of the business undertaking of the corporation.

Receivership

Receivership is a process which enables a secured creditor to realize assets or manage the business of a company for the purposes of recovering the secured debt. A receiver may be appointed in respect of the property of a company under a deed or agreement to which the company is a party, or by the Court. The receiver has the powers conferred by the deed, agreement or order under which he or she was appointed, including the power to manage and dispose of assets. The receiver is under duties to act in good faith and for a proper purpose, and in the best interests of the creditor who appointed him or her. The receiver is only required to have regard to the interests of creditors with subordinate interests to the extent that those interests are consistent with the duties outlined in the previous sentence, or when exercising a power of sale. Under the New Zealand law security documents granted by the New Zealand Guarantors in favor of the applicable collateral agent (for the benefit of the holders of the senior secured notes and the other beneficiaries of the collateral), the collateral agent has the power to appoint a receiver over all or part of the relevant New Zealand Guarantor’s assets in certain circumstances (for example, following a default under the senior secured notes).

Voidable Transactions

Under the voidable transactions provisions of the New Zealand Companies Act 1993, the guarantee of the notes and the provision of security in respect of that guarantee by a New Zealand Guarantor can be avoided by a liquidator in some circumstances. Broadly, these circumstances include, subject to certain exceptions, a New Zealand Guarantor being unable to pay its debts at the time the guarantee was entered into, or being unable to pay its due debts immediately after the security was granted. A liquidator can also make a claim for recovery under New Zealand law where a transaction, such as the provision of a guarantee, was entered into at undervalue and the relevant New Zealand Guarantor was unable to pay its debts at the time it entered into the transaction. However, a security interest will not be voidable to the extent that valuable consideration is given in good faith by the secured creditor at the time, or at any time after, the security is granted.

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Certain Guarantee and Security Limitations

The enforceability of guarantees or security interests granted by a New Zealand Guarantor may be contested under New Zealand law by that New Zealand Guarantor (or its liquidator) if (i) entry into such guarantee or security interest has violated the New Zealand Companies Act 1993 or the constitution of that New Zealand Guarantor and (ii) the party which received the guarantee or security interest is or should have been aware of this violation by virtue of that party’s position or relationship with that New Zealand Guarantor.

For example, New Zealand law requires the directors of a company to act in good faith and in the best interests of that company or its holding company (if the constitution of the company expressly permits it to act in the best interests of its holding company). Directors of a company giving a guarantee must therefore be satisfied that entry into the guarantee is in the best interests of the company (or its holding company, if applicable). Where the directors of a guaranteeing company act beyond its constitution and the New Zealand Companies Act 1993, the guarantee potentially may be set aside if a Court considers that the beneficiary or beneficiaries of the guarantee had knowledge of that fact.

Special consideration must be given to whether the giving of a guarantee by a New Zealand Guarantor constitutes a “major transaction” for that New Zealand Guarantor. Broadly, a “major transaction” is an acquisition or disposition of assets or a transaction which has or is likely to have the effect of the company incurring obligations or liabilities, including contingent liabilities or acquiring rights or interests, greater than 50 per cent of the value of the company’s assets. In the case of a guarantee, the giving of the guarantee will constitute a major transaction if the amount the company is guaranteeing is greater than 50% of the value of the company’s assets before the relevant transaction. Under New Zealand law, a company is prohibited from entering into a major transaction unless it is approved, or is conditional upon approval, by a special resolution of shareholders. If the giving of the guarantee is a major transaction and the above requirements have not been satisfied, the guarantee potentially may be set aside if a Court considers that the beneficiary or beneficiaries of the guarantee had knowledge that the requirements had not been satisfied.

If any director of a New Zealand company is interested in a transaction then, unless the company receives fair value under that transaction (which is presumed if the company enters into the transaction in the ordinary course of its business on usual terms and conditions) or all entitled persons of the company have concurred in the transaction under section 107 of the New Zealand Companies Act 1993, the company may avoid the transaction at any time prior to the expiration of the three-month period after that transaction is disclosed to all the shareholders of the company.

General principles of equity and common law defenses may also limit the enforceability of New Zealand guarantees and security interests. For example:

• a provision in a guarantee that purports to excuse or protect a party for, or apply regardless of, that party’s negligence, default or breach of duty may not be enforceable (the “clean hands” doctrine);

• equitable remedies such as an order for specific performance or the issue of an injunction are discretionary, and are not usually ordered or granted, where damages would be an adequate alternative;

• the enforceability of obligations may be subject to the availability of defenses such as set-off, counterclaim and misrepresentation; and

• claims may become time barred under the New Zealand Limitation Act 1950 or 2010.

A guarantee and a security agreement may constitute a credit contract within the meaning of the New Zealand Credit Contracts and Consumer Finance Act 2003 and, accordingly, may not be enforceable in accordance with its terms to the extent that a Court holds such terms, or the exercise of any creditor’s rights and powers under that contract, to be oppressive, or to the extent that a New Zealand Guarantor has been induced to enter into the guarantee by oppressive means. In this context, the expression “oppressive” is defined as meaning oppressive, harsh, unjustly burdensome, unconscionable or in breach of reasonable standards of commercial practice.

The obligations of a New Zealand Guarantor are also subject to all insolvency, moratorium, receivership, reorganization and similar laws and defenses generally affecting creditors’ rights.

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The enforceability of a New Zealand security interest is subject to general law and statutory duties, obligations and limitations, including (a) the right of a debtor, in certain circumstances, to redeem secured property by tender of payment in full of the money secured at any time prior to the sale of that property; (b) the obligation of a secured party under the New Zealand Personal Property Securities Act 1999 to (i) exercise its rights (including its power of sale) in good faith and in accordance with reasonable standards of commercial practice and (ii) obtain the best price reasonably obtainable for any property sold; (c) the obligation of a mortgagee in possession of, or receiving income from, mortgaged property to account to the mortgagor; and (d) the prohibition on the exercise of a power of sale of land where default has been made in payment of any amount secured unless and until (i) notice requiring payment of that amount has been served on the debtor and (ii) the default has continued for a specified period from the service of the notice.

Switzerland

Certain Choice of Law Considerations

The guarantees by the Swiss guarantors are, based on a choice of law, subject to the laws of New York. Should a Swiss court accept jurisdiction in proceedings on the merits based on the laws applicable in Switzerland, a Swiss court will generally recognize the choice of law. The scope of such choice of law is, usually, limited to the rules of the substantive law chosen by the parties; as to procedural matters, a Swiss court will apply Swiss procedural law. Due to the different nature of Swiss procedural law and the procedural law in common law jurisdictions (such as the United States of America and the United Kingdom) classification and delimitation issues between substantive and procedural law could occur. To establish the non-Swiss substantive law applicable to the merits, a Swiss court may, in pecuniary matters, request the parties to establish the non-Swiss substantive law; Swiss law will be applied, if the content of the foreign substantive law cannot be established. While a Swiss court will generally accept a choice of law, restrictively applied exceptions exist: Swiss courts may diverge from the chosen substantive law if such chosen law would lead to a result contrary to

Swiss public policy, if the purpose of mandatory rules of Swiss law require, by their special aim, immediate application, or if the purpose of mandatory rules of another law, to which the dispute is closely connected, are considered legitimate under Swiss legal concepts and, upon weighing the interests of the parties involved, the clearly predominant interest(s) of one party so require.

Certain Insolvency Law Considerations

Some of the guarantors are organized under the laws of Switzerland. In the event of insolvency, insolvency proceedings relating to such guarantors’ guarantee and any security interests provided by such guarantors would likely be subject to Swiss insolvency law.

Swiss insolvency law provides for two primary insolvency regimes, namely: (i) the composition procedure (in German: Nachlassvertrag) and (ii) the bankruptcy procedure (in German: Konkurs). The composition procedure is in general intended to restructure a debtor’s critical financial situation and enable the debtor to continue its business on a reorganized financial basis. It can also be used to liquidate the debtor or the debtor’s assets. Bankruptcy procedure is merely designed to liquidate the debtor’s assets and to distribute the proceeds of the liquidation to the debtor’s creditors. Both insolvency regimes are set forth in the Swiss Federal Act on Debt Enforcement and Bankruptcy (“Bankruptcy Act”; Bundesgesetz vom 11. April 1889 über Schuldbetreibung und Konkurs (SchKG)).

The composition procedure will result in a settlement with all creditors called the composition agreement. It may take the form of: (i) a percentage agreement, where the debtor promises the creditors to pay only part of its debts and the creditors waive any excess claims; such percentage agreement can also be limited to a grant of a respite, where the debtor and the creditors agree on a payment plan according to which the debtor will pay its debts in full, but over time; or (ii) an assignment of assets (also called “liquidation agreement”), where the debtor assigns its assets (or parts of its assets) to the creditors and the creditors will be satisfied out of the proceeds of the liquidation of these assets. Exceeding claims will be deemed waived.

To initiate a composition procedure, an application for a moratorium of payments (in German: Nachlassstundung) will be made by the debtor itself. In certain circumstances, this can also be done by creditors.

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If the debtor’s application meets the statutory prerequisites, i.e., if it seems possible to reach a composition agreement, the court will grant the debtor a moratorium. Such moratorium may last four to six months and can be extended to twelve months and, in particularly complex cases, to twenty-four months. In the event of an extension exceeding twelve months, the creditors must be heard. The moratorium can also be granted provisionally. The provisional moratorium shall not exceed the duration of two months and during that period the debtor must reapply for the final moratorium.

A security interest granted by the debtor is generally not affected by the moratorium and private enforcement of pledged assets is still possible. However, enforcement proceedings cannot be initiated or continued as long as the moratorium is in effect, except for privileged (first class) claims and claims secured by a mortgage on real estate, but such mortgaged real estate may not under any circumstances be realized during the moratorium. At the debtor’s request, the court may also suspend realization of mortgaged real estate for a period up to one year after confirmation of the composition agreement.

The moratorium affects the rights of unsecured creditors. In particular, the debtor is protected against involuntary bankruptcy, and the enforcement of final and enforceable judgments is stayed. Unless the composition agreement otherwise stipulates, claims of unsecured creditors no longer bear interest.

The court has to appoint an administrator (in German: Sachwalter). His authority may range from supervision of the debtor’s activities to actually taking over the management of the debtor.

The debtor and the administrator jointly draft a composition agreement to be discussed at a creditors’ meeting. The composition agreement is deemed ratified if prior to its confirmation by the court either the majority of creditors, representing two-thirds of all admitted claims, or one-quarter of all creditors, who shall represent at least three-quarters of all admitted claims, have given their consent to the composition agreement. Secured claims are only counted to the extent of the part which — in the administrator’s estimation — is not covered by the security. Secured creditors are generally not affected by a composition agreement.

Prior to the end of the moratorium, the administrator shall file his report with the court with his recommendation to the court whether or not to confirm the composition agreement. The court will only confirm the agreement if the debtor’s offer is reasonable compared to its financial capacities. In the case of a liquidation agreement, it is required that creditors receive a higher dividend than in a bankruptcy. Once confirmed, the composition agreement is binding on any pre-moratorium creditor and any creditor with a claim that has come into existence during the moratorium without approval by the administrator.

Under Swiss bankruptcy proceedings, bankruptcy may be the result of a creditor instituting a simple debt collection proceeding. In Switzerland, an entity is subject to bankruptcy if it is registered in the commercial register. Upon confirmation of the debt by the competent court, debt collection is continued by a specific request to the debt collection office, which for a corporation, if approved, leads to bankruptcy. In certain specific circumstances, especially if a debtor has ceased to pay its debts when they fall due, the creditors may request that bankruptcy be opened without prior debt collection proceedings. Further, under Swiss corporate law, a corporation which is over-indebted (i.e., where its liabilities exceed the value of its assets) must apply for bankruptcy.

The goal of bankruptcy is to sell the debtor’s assets in order to satisfy claims of the creditors who, whether secured or unsecured, all need to participate in the bankruptcy proceedings. The assets are generally liquidated and the proceeds distributed to the debtor’s creditors in accordance with the respective rank and priority of their specific claims, with certain creditors having preferential or priority claims, such as secured creditors, debtor’s employees or tax and social security authorities. With the opening of bankruptcy proceedings, interest ceases to accrue against the debtor. However, interest on claims secured by pledges continues to accrue until the realization of the pledge, provided the proceeds exceed the amount of the claim and the interest which had accrued by the date of the opening of bankruptcy proceedings.

Upon the opening of bankruptcy proceedings, the bankruptcy administrator will draw up an inventory of the assets and, further to a creditors’ call for the filing of claims, establish a schedule of claims (in German: Kollokationsplan).

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Any creditor wishing to contest the schedule of claims because his claim has been entirely or partially rejected by the administrator or not allocated in the rank requested must bring an action against the estate before the competent court. If any creditor wishes to contest the admission of another creditor to the schedule of claims or the allocated rank, he must bring an action against such creditor. Such court proceedings could cause holders of notes to recover less than the principal amount of their notes or less than they could recover in a United States liquidation. Such proceedings could also cause payment to the holders of the notes to be delayed, as compared with holders of undisputed claims.

Pledged assets form part of the bankruptcy estate. As a consequence, the private enforcement of pledged assets is not permitted and the enforcement mandatorily occurs according to the rules of the Bankruptcy Act. The priority rights of the pledgee, however, remain effective, and the proceeds from the sale of the pledged assets are used exclusively to satisfy the secured claims, unless the proceeds from the sale of the pledged assets exceed the secured claims, in which case the surplus is available for distribution to the unsecured creditors. If the enforcement proceeds are not sufficient to fully satisfy the secured claims, the remainder of the claims have equal rank as unsecured claims with all other unsecured and non-prioritized claims. If several pledges secure the same claim, the amount realized is applied proportionally to the claim.

Swiss law is unsettled with respect to the enforceability of future receivables assigned by way of security that come into existence after the date of the bankruptcy. Under the current jurisprudence of the Swiss Federal Supreme Court, the assignment of claims coming into existence after the adjudication of bankruptcy or similar insolvency proceedings that lead to the loss of the capacity of the relevant assignor to dispose of such rights or claims may generally not be enforceable by the secured creditor.

Under Swiss insolvency and other laws, a bankruptcy administrator can, under certain circumstances avoid any claim for the payment of debt, including any payments under guarantees or security interests or, if payment has already been made, require that the recipient return the payment to the relevant payor. The right of avoidance applies if any of the following applies: (i) an over-indebted company repays unmatured debts, settles a debt by unusual means of payment, or grants collateral for previously unsecured liabilities within one year before the opening of bankruptcy proceedings; (ii) a debtor disposes of assets for free or for inadequate consideration within one year before the opening of bankruptcy proceedings; and (iii) the debtor intentionally favors some creditors compared to others and in doing so damages the other creditors within five years before the opening of bankruptcy proceedings. The granting of guarantees and security interests is not voidable under (i) above as long as the creditor does not have or should not have any actual or constructive knowledge of the grantor’s over-indebtedness. A bona fide creditor is therefore protected but bears the burden to plead and prove its good faith. In the event such disputed transactions are successfully avoided, the creditors (such as noteholders) are under an obligation to repay the amounts received or to waive the guarantee or security interest. The above principle of avoidance applies in particular to the guarantees or security interests granted by the Swiss guarantors. In the case of such avoidance of a guarantee or security interest granted by a Swiss guarantor, any amounts obtained by the note holders under the guarantee or security interest that is avoided would have to be repaid by the note holders. The note holders who have restituted the avoided amount paid to them regain their original claim against the Swiss guarantor and are entitled to list their claim in the schedule of claims in their respective rank and priority. The Swiss principles on avoidance may therefore limit the note holders’ ability to recover payments due on the guarantees or security interest.

In addition, all bankruptcy proceedings including the composition with creditors and avoidance actions are governed by Swiss law.

Under Swiss law, any amount denominated in a foreign currency which has to be enforced through Swiss debt collection authorities (schweizerische Zwangsvollstreckungsbehörden) has to be converted into Swiss francs.

Certain Guarantee and Security Limitations

You may not be able to enforce, or recover any amounts under, the guarantees of, and security interests granted by or in, the Swiss subsidiaries due to restrictions on enforcement reflecting Swiss corporate law.

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The enforcement of the guarantees and security interests provided by our Swiss subsidiaries will be limited by the financial assistance rules imposed by Swiss corporate law and Swiss tax law.

Financial assistance by any of our Swiss subsidiaries in respect of obligations of its shareholders (“upstream”) or of related persons or entities of its shareholders (“cross-stream”) is subject to certain Swiss corporate law rules that may significantly impact the value of the guarantees or security interests. In particular, upstream and cross-stream financial assistance must be within the corporate purpose and interests of our Swiss subsidiaries and must not constitute a repayment of capital or a violation of legally protected reserves. In addition, the enforcement of the guarantees and security interests provided by our Swiss subsidiaries will be treated as a profit distribution to shareholders and, therefore, must be approved by the board of directors and shareholders of the relevant Swiss subsidiary. Such financial assistance will be limited to the freely distributable reserves of that Swiss subsidiary, as measured by an auditor’s report at the time of the enforcement.

Payments under the guarantees and/or security interests provided by any of our Swiss subsidiaries will be subject to the dividend withholding tax at the rate of 35%, which, unless any such Swiss subsidiary has entered into a specific agreement with the Swiss Federal tax administration for a reduced rate of withholding, must be deducted from the gross payment. Non-Swiss residents can claim full or partial refund of the withholding tax on the basis of an applicable double taxation treaty between the country of residence of the recipient and Switzerland, including the Savings Tax Agreement signed between Switzerland and the European Union on October 26, 2004, which also covers dividends to EU parent companies, and the Treaty between the United States of America and Switzerland for the Avoidance of Double Taxation with Respect to Taxes on Income signed on October 2, 1996.

Financial assistance rules are unsettled under Swiss law. We can provide no assurances that future court rulings will not further restrict the enforceability, or deny the validity, of guarantees and security interests. Such rulings would negatively affect the ability to enforce the guarantees and security interests granted by our Swiss subsidiaries.

Because Swiss law governed pledges are subject to the doctrine of accessory (in German: Akzessorietätsprinzip), the party secured by the pledge must be identical to the creditor of the secured claim. A pledge cannot be vested in a third party acting as security holder in its own name and right; rather, the pledge must be granted to the creditor or, in case of notes issues, to all of the note holders as a group.

Since the note holders, from time to time, will not be parties to any of the security documents in Switzerland, there are risks regarding the enforceability of the pledges granted in favor of the note holders. These risks may be mitigated by the use of a parallel debt structure, whereby the collateral agent becomes a joint creditor (in German: Solidargläubiger) of all obligations to be secured by the pledges and the pledges are granted to the collateral agent for the benefit of the note holders. Accordingly, the rights of the note holders will not be directly secured by the pledges of the collateral, but through the pledges granted to the collateral agent to secure these parallel claims. There is uncertainty as to the enforceability of this parallel debt structure in Switzerland. It has not yet been tested under Swiss law, and we cannot assure you that it will eliminate the risk of unenforceability posed by Swiss law.

The Netherlands

Some of the guarantors are incorporated under the laws of the Netherlands. In the event of insolvency of any Dutch guarantor, insolvency proceedings with respect to those guarantors would likely proceed under, and be governed by, Dutch insolvency law. Dutch insolvency laws are different from the insolvency laws of other jurisdictions, and this may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

Under Dutch law, there are two types of insolvency proceedings for the legal entities such as the Dutch guarantors: moratorium of payments (surseance van betaling) and bankruptcy (faillissement).

A moratorium or suspension of payments (“moratorium”) is a court-ordered general suspension of a debtor’s (unsecured and non-preferred) obligations to its creditors. Its purpose is to help the debtor avoid bankruptcy. A moratorium is available at the request of the debtor on the ground that the debtor will be unable to

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continue payments when they fall due and could be used as a defense by the debtor against a bankruptcy application by a third party. It may be ordered only by the district court located in the district in which the company has its statutory seat. Upon the filing of the request for a moratorium, the court will automatically grant the moratorium on a provisional basis and appoint at least one administrator (bewindvoerder) of the debtor’s estate.

Subsequently, the unsecured and non-preferred creditors must vote in a meeting convened by the court as to whether a definitive moratorium should be granted. The court will then decide whether to grant a definitive moratorium or, alternatively, the court may declare the debtor bankrupt. The court will grant a definitive moratorium unless such moratorium is opposed by either (i) creditors having claims jointly exceeding one quarter of the total amount of claims represented at the meeting, or (ii) more than one third of creditors whose claims are represented at the meeting. A moratorium takes effect retroactively from 0.00 hours on the day on which the court has granted the provisional suspension of payments.

During a moratorium, unsecured, non-preferred creditors cannot enforce their rights. Secured creditors, on the other hand, can exercise their rights, despite the moratorium. However, the court may call a “freeze-order” (afkoelingsperiode) for a maximum period of four months (consisting of an initial two months, with a possible two month extension), during which period the secured creditors cannot exercise their rights without the approval of the court or the bankruptcy judge (rechter commissaris). Accordingly, a moratorium may prevent creditors from effecting a restructuring of a Dutch guarantor, and could reduce secured creditors’ recovery under a guarantee and/or security interest.

A moratorium may lead to (i) a normal resumption of payments to creditors, or (ii) a settlement of payments owed to creditors or, in the majority of cases (iii) a bankruptcy of the debtor.

Bankruptcy is a court-ordered general attachment of the assets of a debtor for the benefit of the debtor’s collective creditors. The purpose of bankruptcy is to provide for an equitable liquidation and distribution of the proceeds of the debtor’s assets among its creditors. Bankruptcy may be ordered only by the district court located in the district in which the company has its statutory seat. An application for bankruptcy can be made by either (i) one or more creditors of the debtor, (ii) the public prosecutor (if the public interest so requires), or (iii) the debtor itself, on the grounds that the debtor has ceased paying its debts. There is no legal duty for a debtor to file for its own bankruptcy. However, if the managing board of a company realizes that the company is or will be unable to pay its debts when they come due, it is required to take appropriate measures, which could include the cessation of trading, notification of creditors and the filing for either bankruptcy or a moratorium of payments (see above).

As a result of a bankruptcy, the debtor loses all rights to administer and dispose of its assets. Furthermore, all pending executions of judgments and any attachments on the debtor’s assets will be terminated by operation of law, and any pending litigation on the date of the bankruptcy order is automatically suspended.

A bankruptcy order takes effect retroactively from 0.00 hours on the day the order is rendered. In the event of bankruptcy, a court will appoint a receiver in bankruptcy (curator) at its own discretion, which in most cases will be a practicing lawyer in the Netherlands. The receiver in bankruptcy manages the bankrupt estate, which consists of (almost) all of the debtor’s assets that exist on the date on which the bankruptcy order became final, and of all assets acquired during the bankruptcy. The bankruptcy estate is not liable for obligations incurred by the debtor after the bankruptcy order, except to the extent that such obligations arise from transactions that are beneficial to the estate. A receiver operates under the supervision of a bankruptcy judge designated by the court, and thus most of a receiver’s major decisions require the prior approval of the bankruptcy judge.

Secured creditors can normally exercise their rights during the bankruptcy. However, the bankruptcy judge (or the court) may call a “freeze-order” (afkoelingsperiode) for a maximum period of four months (consisting of an initial two months, with a possible two month extension), during which period the secured creditors cannot exercise their rights without the approval of the bankruptcy judge. The receiver in bankruptcy can force secured creditors to enforce their security rights within a reasonable period of time, failing which the receiver in bankruptcy will be entitled to sell the secured assets and distribute the proceeds. The receiver in bankruptcy is authorized to make such forced sales in order to prevent a secured creditor from delaying the enforcement of the

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security without good reason. If a receiver in bankruptcy does make a forced sale of secured assets, the secured creditors have to contribute to the general bankruptcy expenses (algemene faillissementskosten) and will receive payment from the proceeds of that sale prior to ordinary, non-preferred creditors having an insolvency claim, but after creditors of the estate (boedelschuldeisers), and subject to satisfaction of higher-ranking claims of creditors. Dutch tax authorities (belastingdienst) have a preferential claim in respect of the collection of certain taxes, pursuant to which they are entitled to attach the inventory located on the debtor’s premises (bodembeslag). They may take recourse against such property irrespective of whether any security interests over such property exist. Excess proceeds of enforcement of security rights must be returned to the debtor in bankruptcy and may not be set-off against any unsecured claims that the secured creditors may have. Such set-off is, in principle, only allowed prior to the bankruptcy proceedings.

Voluntary payments (onverplichte betalingen) made by the debtor to a creditor may be successfully contested by the receiver in bankruptcy if the debtor and the creditor, at the time the payments were made, knew or ought to have known that other creditors would be prejudiced by such payment. Even payments that were due and payable to a creditor may be successfully contested by the receiver in bankruptcy if (i) the recipient of payment knew that an application for bankruptcy had already been filed at the time the payment was made or (ii) the debtor and the recipient of payment engaged in conspiracy in order to prefer the recipient of payment above other creditors.

Limitations on Enforcement of Guarantees

You may not be able to enforce, or recover any amounts under, the guarantees of interests granted by or in, the Dutch subsidiaries due to restrictions on the validity and enforceability of guarantees under Dutch law.

Under Dutch law, it is uncertain as to whether security interests can be granted to a party other than the creditor of the claim purported to be secured by such security interests. For that reason, the Security Documents use a parallel debt structure, whereby the Dutch subsidiaries, by separate and independent obligations, undertake to pay to the security trustee on behalf of the holders of the notes amounts equal to the amounts due by it to the other creditors. Such parallel debt structure therefore creates a separate and independent claim of the security trustee on behalf of the holders of the notes which can be secured by a security interest. Consequently, the security interests are granted to the security trustee on behalf of the holders of the notes in its own capacity as creditor acting in its own name pursuant to the parallel debt, and not as a representative (vertegenwoordiger) of the creditors. It is expressly agreed in such a parallel debt provision that the obligations of the debtor to the security trustee on behalf of the holders of the notes shall be decreased to the extent that the corresponding principal obligations to the creditors are reduced (and vice versa). However, such a parallel debt structure has never been tested before a Dutch court and we cannot assure you that it will mitigate or eliminate the risk of unenforceability posed by Dutch law.

Under Dutch law, receipt of any payment made by the Dutch subsidiaries under a guarantee or security interest may be adversely affected by specific or general defenses available to debtors under Dutch law in respect of the validity, binding effect and enforceability of such guarantee or security interest. The validity and enforceability of a guarantee of, or a security interest granted by or in, the Dutch subsidiaries may also be successfully contested by the Dutch subsidiaries (or their receiver in bankruptcy) on the basis of an ultra vires claim. The validity and enforceability of the obligations of the Dutch subsidiaries under a guarantee or security interest may also be successfully contested by any creditor, or by the subsidiaries’ respective receiver in bankruptcy when our subsidiary is in bankruptcy proceedings, if such obligation is prejudicial to the interests of any other creditor and the other requirements for voidable preference under the Dutch Civil Code or Dutch Bankruptcy Act are met. As a result, the value of the guarantee or security interest provided by the Dutch subsidiaries may be limited.

Recognition of the Laws of New York in Dutch Proceedings

In any proceedings for the enforcement of the contractual obligations of any Dutch guarantor under the guarantees or security, the courts of The Netherlands should give effect to the choice of New York law made in the guarantees and security on the basis and within the scope of, and subject to the limitations imposed by,

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Regulation (EC) No. 593/2008 of the European Parliament and of the Council of June 17, 2008 on the law applicable to contractual obligations. However, the question whether the guarantees or security would be within the corporate objects (intra vires) of any Dutch guarantor and the question whether the guarantees or security would constitute unlawful financial assistance may be governed by Dutch law.

Financial Assistance

Under Dutch law a public company with limited liability may not, with a view to the subscription or acquisition by third parties of shares in its share capital or depositary receipts thereof grant security (zekerheid stellen), provide guarantees (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties, and may only grant loans (leningen verstrekken) with such view to the extent permitted by and under the conditions set out under Dutch law. This prohibition also applies to its subsidiaries. The restrictions apply not only to new loans granted to acquire a company’s shares, but also to loans used to repay other loans that were granted for that purpose.

The proceeds of certain series of the Existing Notes and the 2009 Notes have been partly used to finance the acquisition of shares of non-Dutch entities. Although there is no case law on this subject, the view that is generally accepted in The Netherlands is that, from a Dutch law perspective, the laws of the jurisdiction of incorporation of the relevant non-Dutch entities whose shares are directly acquired in an acquisition are relevant in order to answer the question whether there are financial assistance issues in respect of the acquisition. However, there is minority opposing view according to which Dutch financial assistance regulations are still applicable whenever any Dutch entity is indirectly acquired as a part of an acquisition even though its shares are not directly acquired.

The rules on financial assistance in relation to private companies with limited liability have been abolished since October 1, 2012, which means that private companies with limited liability are now in principle allowed to provide financial assistance. The general rules on director liability, ultra vires, distributions and corporate interest will determine whether providing financial assistance can be provided in a specific case and/or whether directors will incur liability as a result of providing financial assistance. However, to the extent that the articles of association of the relevant private companies with limited liability include provisions in relation to financial assistance, the rules on financial assistance remain relevant.

The rules on financial assistance remain relevant for public companies. Since a private limited liability company can be converted into a public limited liability company, financial assistance remains an important guarantee limitation for the Dutch subsidiaries, Closure Systems International B.V. , Reynolds Consumer Products International B.V., Evergreen Packaging International B.V. and Reynolds Packaging International B.V., as well.

If the rules on financial assistance were applicable to the Dutch Subsidiaries, the guarantees and/or security provided by these Dutch subsidiaries may be held to be unenforceable and this may materially affect your ability to recover amounts due on the notes.

In general, in order to enable Dutch subsidiaries to grant guarantees to a direct or indirect parent or sister company without violating Dutch rules on financial assistance, it is standard market practice for security and guarantees to contain so-called “limitation language” in relation to subsidiaries incorporated or established in The Netherlands. Pursuant to such limitation language, it is agreed between the relevant parties that such guarantee or security is deemed not to be given to the extent the same would constitute a violation of the Dutch rules on financial assistance. Accordingly, the security will contain such limitation language in connection with the guarantees provided and/or security granted therein by the Dutch guarantors.

Thailand

One of the guarantors is incorporated under the laws of Thailand. In the event of insolvency of the Thai guarantor, proceedings relating to such guarantor may be initiated in Thailand under its Bankruptcy Act, which would govern those proceedings. The insolvency laws of Thailand may not be as favorable to your interests as creditors as the insolvency laws of other jurisdictions, including in respect of the designation and priority of creditors. Under Thai law, you will be treated as an unsecured creditor. This status may limit your ability to recover payments due on the notes to an extent exceeding the limitations arising under other insolvency laws.

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According to Thai bankruptcy law, creditors will be regarded as secured creditors only if they (i) hold preferential rights over the assets of a debtor under a mortgage, pledge or right of retention or (ii) possess preferential rights in the same nature as pledgees. Creditors who otherwise have only a contractual interest against the debtor, such as a guarantee, will be treated as unsecured creditors under Thai law. The rights of secured and unsecured creditors differ when claims are made for debt repayment and vary according to the class of the creditor under a business reorganization plan, as described below.

Thailand’s Bankruptcy Act provides for both bankruptcy proceedings and business reorganization proceedings against a Thai guarantor (hereinafter referred to as a “debtor” who, in the case of a business reorganization, must be a juristic person). These proceedings may be initiated if the debtor is either (i) domiciled in Thailand or (ii) operates its business in Thailand, whether by itself or by its representative, at the time an application is filed or anytime within the year preceding the filing.

Bankruptcy Proceedings

An application for bankruptcy may be filed by (a) a creditor, whether secured or unsecured, if the debtor is insolvent and the debtor (if a juristic person) owes one or more creditors at least THB 2,000,000, irrespective of maturity date or (b) the liquidator of a company, when the company is being wound-up and its fully paid up share capital is not sufficient to meet all its liabilities.

If, during the hearing on the petition of the creditor, the Thai bankruptcy court finds that the facts set forth in the petition are true, the Thai bankruptcy court will order that the debtor enter absolute receivership. Upon a receivership order, the official receiver, appointed by the Minister of Justice, acting as independent government officer, will be empowered by the Thai Bankruptcy Act to manage the assets and business of the debtor and the debtor will no longer be able to take any action relating to its assets or business, unless such acts are otherwise ordered or approved by the Thai bankruptcy court, the official receiver, the administrator of the asset or of a creditors’ meeting.

To be eligible for debt repayment under bankruptcy proceedings, creditors must file a debt application with the official receiver within two months following the date of publication of the order of absolute receivership in the Government Gazette. For creditors residing outside Thailand, the official receiver may, in its discretion, extend the two-month period by up to an additional two months. If any creditor fails to file the debt application within such time, it will lose its claim against the debtor under the bankruptcy proceedings. A secured creditor may choose to receive repayment from security granted to it without filing a debt claim, but only if the secured creditor allows the receiver to inspect the security.

After the expiry of the debt application filing period, there will be a meeting to consider whether the debtor should become bankrupt, or if requested by the debtor, whether there should be a conciliation between the creditors and the debtor. If the creditors pass a resolution requesting that the debtor be declared bankrupt, or if any conciliation is not approved, the Thai bankruptcy court shall declare the debtor bankrupt. The receiver would then be empowered to collect and manage the assets of the debtor for distribution among all entitled creditors.

The secured creditors will have priority over the assets secured to them. If any proceeds remain after payment of the claims of the secured creditors, then the claims of unsecured creditors will be settled in the following order: (1) expenses for administration of a deceased debtor’s estate; (2) expenses of the receiver in managing the debtor’s assets; (3) funeral expenses of a deceased debtor proper to his status; (4) administration fees in connection with the collection of assets; (5) fees of the petitioning creditor and counsel’s fee as the Thai bankruptcy court or the receiver may prescribe; (6) taxes that have become due within six months prior to the order for receivership of the assets and wages that employees of the debtor have the right to receive prior to the order for receivership of the assets for work performed for the debtor during the period of four months prior to the order of receivership (but not exceeding Baht 100,000 per employee), and pursuant to the law concerning labor protection and (7) other debts, which includes the obligations owed to the unsecured creditors.

Business Reorganization Proceedings

The Thai law on business reorganization proceedings is based on the United States insolvency proceedings. A business reorganization process can be initiated in Thailand either by a debtor or by a secured or unsecured creditor. In order to file a petition for business reorganization, (i) the debtor must be insolvent; (ii) it must owe an

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aggregate amount of not less than THB 10,000,000 to one or more creditors, regardless of the maturity date of the debt; and (iii) there must be reasonable grounds and prospects to rehabilitate the business of the debtor.

When the Thai bankruptcy court accepts the petition for business reorganization proceedings, an automatic stay, or moratorium, applies to protect the debtor against actions by creditors such as litigation, enforcement of security and bankruptcy proceedings. As such, secured creditors would be unable to enforce their security outside the business reorganization proceedings, unless the Thai bankruptcy court approves. Creditors whose rights are restricted under the moratorium may submit an application to the Thai bankruptcy court requesting an order amending, modifying or annulling the limitations on their rights on the grounds that the restrictions are not necessary for the business reorganization process or because such restrictions do not sufficiently protect the rights of secured creditors. Subject to judicial discretion, the Thai bankruptcy court may (a) allow the enforcement of security; (b) order the debtor to provide additional collateral or (c) otherwise amend the restrictions of the moratorium. The moratorium will last until the earlier of (1) the scheduled date for completion of the business reorganization plan (as discussed below) (the “plan”); (2) the actual completion of the plan; (3) the date of dismissal or discharge of the petition; (4) the date of cancellation of the reorganization order (as discussed below) or (5) the date on which the receivership order is cancelled.

The moratorium also allows the plan to be prepared by a planner and submitted to creditors and the Thai bankruptcy court for approval. The planner must be the debtor, a person or entity related to the debtor or an independent third party appointed by the Thai bankruptcy court. A planner must prepare the plan and control the affairs of the debtor in the period prior to the approval of the plan. All of the powers of the debtor’s directors and the rights of the debtor’s shareholders, except the right to receive a dividend, are transferred to the planner.

After the Thai bankruptcy court orders that the debtor is subject to business reorganization proceedings, creditors are required to file debt repayment applications against the debtor with the official receiver within one month from the date on which the order appointing the planner is published in the Government Gazette. Failure to file a claim by the end of the one-month period (not extendable) will result in the creditor losing its claim against the debtor. A secured creditor may opt to receive repayment from security granted to it without filing a debt repayment claim. However, enforcement of security by the secured creditor is subject to the moratorium and, as discussed above, permission from the Thai bankruptcy court to enforce the security is required.

The procedure for creditors to vote on the approval or rejection of a plan depends upon the required threshold of creditors, both in terms of the number of creditors and the value of debt outstanding. The resolution approving the plan must be a special resolution (a majority of creditors whose debts equal three quarters of the total debts of creditors present at the creditors’ meeting in person by proxy, and voting on such resolution) by (i) the creditors’ meetings of each and every class of creditors (as classified below) or (ii) the creditors’ meeting of at least one group of the creditors (who is not the group of creditors receiving an offer to be repaid in full or to receive repayment under an existing contract or the subordinated creditor), and the total debt of the creditors who have approved the plan at the meeting of all groups of creditors is not less than 50% of the debt of the creditors attending the meeting in person or by proxy and voted on such resolution.

Under any given plan, the debt of creditors can either be written off, converted to equity or subject to extended payment conditions, interest rates and other terms. The business reorganization process also allows for the sale of assets and issue of new shares to be carried out under a plan.

Thai law requires that creditors be divided into different classes:

(i)  Large Secured Creditor: This class can only contain one creditor, however there may be more than one large secured creditor class. To be classified as a large secured creditor, the creditor must hold secured debt amounting to more than 15% of the total debt for which a claim for repayment may be filed in the business reorganization of the debtor. The value of the secured debt for these purposes is calculated as the amount that a sale of the secured assets would realize upon the enforcement of security. If there is more than one creditor who would be classified as large secured creditors, then each of them would be placed in their own separate large secured creditor class;

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(ii)  Other Secured Creditors: This class comprises those creditors that do not meet the criteria of large secured creditors. This class can contain multiple creditors;

(iii)  Unsecured Creditors: This class can be divided into subclasses, depending upon interests and claims. Separate subclasses of unsecured creditors may contain, for example, unsecured financial creditors, employee creditors, trade creditors, government creditors (for taxes and custom duties) and contingent creditors (i.e., creditors holding guarantees or performance bonds from the debtor); and

(iv)  Subordinated Creditors: This class comprises creditors who, either by law or by contract, have the right to receive repayment only after other creditors have received repayment in full. This class can contain multiple creditors.

The business reorganization proceedings permit the debtor to remain in reorganization for up to five years, subject to two one-year extensions with creditor and Thai bankruptcy court approval. The conditions for full implementation of the plan do not have to include full repayment of the debt.

While the debtor is in business reorganization proceedings, it can only carry out acts in accordance with the plan, authorized by the Thai bankruptcy court or otherwise “essential for the debtor to carry on its business as usual.” There is no specific definition of what is “essential for the debtor to carry on its business as usual” and this condition is widely interpreted.

Subject to the automatic stay, transactions are still valid and binding against the debtor even if the debtor enters into the reorganization process. However, certain transactions may be refused or cancelled by the receiver or the Thai bankruptcy court if they are regarded as onerous contracts, fraudulent acts or as giving undue preference.

In the case of an onerous contract, the receiver is empowered to refuse or disclaim the right of the debtor under a contract if he considers that such right is subject to terms more onerous than the benefits receivable. The right to disclaim must be exercised within three months from the date the receiver knows about the terms of the contract. The exercise of this right in the context of an unperformed contract will involve an assessment of the costs of performance of the contract against the value of the benefits to be received. Where the right to disclaim is exercised, any person who suffers loss as a result of the exercise of that right can file a claim for such loss in the bankruptcy or business reorganization proceedings.

Any transaction entered into by the debtor with the knowledge that it would prejudice its creditors is regarded as a fraudulent act. The official receiver can file a motion with the Thai bankruptcy court for an order to cancel that fraudulent transaction if either (i) the person enriched by such transaction is, at the time of the transaction, aware of the fact that the transaction would prejudice the creditors, or (ii) it is a gratuitous transaction. A similar request can be made in a bankruptcy proceeding of a debtor. Furthermore, Thai insolvency law specifies that if the transaction occurs within a year prior to the filing of the bankruptcy petition or the business reorganization petition, or where the debtor receives less than a reasonable amount of compensation for that transaction, it shall be presumed that both the debtor and the person who is enriched by that transaction knew that such act would prejudice creditors. Under these circumstances, the fraudulent transaction can be nullified by order of the Thai bankruptcy court, after which any assets would be returned to the debtor to be made available to its creditors.

Thai insolvency law also provides for “undue preferences” to be unwound. A transaction can be cancelled if it was entered by a debtor with the intention of giving an undue preference to one of its creditors within three months prior to the filing of the bankruptcy petition or the business reorganization petition, or one year in the case of an “undue preference” extended to an insider. In that case, the assets would be returned to the debtor and made available to its creditors.

In addition, under Thai law, all appointments of an agent, including the grant of a power of attorney, appointment of a proxy or other authorization granted expressly (including, but not limited to, those expressed to be irrevocable) or by implication, are revocable by notice at any time. In particular, these appointments and authorizations terminate by law and without notice upon the bankruptcy of the grantor.

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Parallel Debt Provision

There is uncertainty as to the enforceability of the parallel debt provision in Thailand. This is because there is no parallel debt concept under the Thai Bankruptcy Act. In addition, it is uncertain as to whether security interests can be granted to a party other than the creditor of the claim purported to be secured by such security interests.

A parallel debt undertaking in the security documents or guarantee entered into by the Thai guarantor results in (i) the collateral agent/trustee becoming the holder of the secured claims equal to the principal amount of the senior secured notes plus certain other amounts for the benefit of the collateral agent/trustee and the holders of the senior secured notes and (ii) the Thai guarantor undertaking, as a separate and independent obligation, to pay to the collateral agent/trustee on behalf of the holders of the senior secured notes the amounts equal to the amounts it is due to pay to the other creditors. It is obvious that the parallel debt undertaking creates debt which is owed to the collateral agent/trustee as creditor in its own right and not as a representative of the creditors. As a result, the collateral agent/trustee would be able to demand payment in the capacity of creditor, not as an agent of the actual creditors. In addition, if the actual creditor fails to take steps to preserve its entitlement to be paid, the collateral agent/trustee, under its own independent right created by the parallel debt provision, is entitled to demand the payment of such debt.

Under the Thai Bankruptcy Act, the parallel debt undertaking as described above might be challenged and it is doubtful as to its enforceability in several aspects. For example, in order for a creditor to be entitled to be paid under bankruptcy and business re-organization proceedings, the creditor must submit a claim to preserve its entitlement to its debt. Failure to do so would result in that debt becoming unrecoverable debt and the creditor’s right would be forfeited. The parallel debt undertaking is contrary to this concept by allowing a creditor to recover a debt which was not submitted in bankruptcy or business re-organization proceeding, to be recoverable by the third party who is not a creditor but did submit its claim to the official receiver in a timely manner and such claim is over the same debt.

However, such a parallel debt undertaking has never been tested before a Thai bankruptcy court and as such we cannot assure the holders of the senior secured notes of its enforceability under Thai law.

England and Wales

Certain of the guarantors are incorporated under the laws of England and Wales (each an “English Guarantor”). Assuming that the English courts determine that the English Guarantors have their “centre of main interests” in England within the meaning of Council Regulation (EC) No 1346/2000 of May 29, 2000 on Insolvency Proceedings (the “EU Insolvency Regulation”), and therefore determine that those entities are eligible to commence insolvency proceedings in England, any such proceedings would constitute “main insolvency proceedings” under article 3(1) of the EU Insolvency Regulation and English law would apply to such main insolvency proceedings, subject to particular exceptions set out in the EU Insolvency Regulation.

The lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes have the benefit of security interests, expressed in the relevant security documents to include fixed and floating charges, from each English Guarantor on a senior basis. The senior notes do not have the benefit of such security interests (although they do have the benefit of guarantees on a pari passu basis with the guarantees of the senior secured notes and certain other indebtedness of the English Guarantors). The security interests held by the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes include a qualifying floating charge over substantially the whole of the assets of each English Guarantor (a “Qualifying Floating Charge”).

Fixed charges attach immediately to the charged assets whereas a floating charge will not attach to the relevant charged assets until such time as the floating charge crystallizes. The key characteristic of a fixed charge security is that it gives the lender control over the charged asset. There is a risk of recharacterization of a fixed charge to a floating charge or vice versa. Such recharacterization will depend on various factors including the degree of control the chargee has over the ability of the relevant English Guarantor to deal with the relevant assets and the proceeds therefrom and whether such control is exercised by the chargee in practice. The less restrictions placed on the relevant English Guarantor’s ability to deal with the asset the more likely it is to be

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classified as a floating charge regardless of how the charge is described in any documentation. There are a number of ways in which fixed charge security has an advantage over floating charge security, certain of these advantages being that: (a) general costs and expenses (including the liquidator’s remuneration) properly incurred in a winding-up are payable out of the company’s assets including the assets subject to a floating charge in priority of satisfaction of the floating charge (where there are insufficient unsecured asset realizations available to meet expenses of the liquidation, an administrator appointed to a charging company can convert floating charge assets to cash and use such cash, or use cash subject to a floating charge, to meet such administration expenses). In addition, where an administrator vacates office, any outstanding liabilities incurred by such administrator on behalf of the company during his term in office are payable in priority to such administrator’s remuneration and expenses and in priority to satisfaction of any floating charge and in addition such remuneration and expenses are payable in priority to any satisfaction of floating charges; (b) a fixed charge, even if created after the date of a floating charge, may have priority as against the floating charge over the charged assets; (c) until the floating charge security crystallizes, a company is entitled to deal with assets that are subject to floating charge security, meaning that such assets can be effectively disposed of by the charging company so as to give a third party good title to the assets free of the floating charge and so as to give rise to the risk of security being granted over such assets in priority to the floating charge security; (d) floating charge security is subject to the claims of preferential creditors (as further described below); (e) in certain circumstances a percentage of the floating charge assets must be ring-fenced for payment to unsecured creditors (as described below); and (f) floating charge security is subject to certain additional challenges under English insolvency law to those to which a fixed charge is subject (as described below).

Generally, unsecured creditors of an English Guarantor (such as the holders of the senior notes) have a right to make an application to court to appoint an administrator in certain circumstances, though the holder of a Qualifying Floating Charge (such as the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes) would have the right to intervene and nominate its chosen administrator in such circumstances. A creditor that holds a Qualifying Floating Charge as well as the company or its directors is entitled to appoint an administrator in an out of court procedure. As a result of their Qualifying Floating Charge, the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes, subject to the intercreditor agreements, may be able to appoint an administrator in respect of an English Guarantor in an out of court procedure by way of notice, following which papers documenting the appointment will be filed with the court, although in practice the directors of the company may make the appointment of an administrator with the agreement of the holder of the Qualifying Floating Charge as the holder would otherwise be required to file a statutory declaration with the court stating that the charge is enforceable. The holders of the senior notes do not benefit from any such security interest and therefore will not be entitled to commence an administration out of court and will not be given prior notice of the making of, or an intention to make, an administration order.

Once an administration order is made, the rights of the holders of the notes may be limited and will be subject to the principles set out in the following paragraphs resulting from the application of English insolvency laws.

Once appointed, an administrator would manage the affairs, business and property of the company as its agent and would be empowered in certain circumstances to dispose of the assets of the company. In so acting it must perform its functions with the objective of: (a) rescuing the company as a going concern; (b) achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up (without first going into administration); or (c) realizing property in order to make a distribution to one or more secured or preferential creditors. The administrator must perform its functions in the interests of the company’s creditors as a whole. The administrator may only perform its functions in pursuit of the objective stated in (b) if, in its opinion, it is either not reasonably practicable to rescue the company, or the objectives described in (b) would achieve a better result for the company’s creditors as a whole. The administrator may only perform its functions in pursuit of the objective stated in (c) if it believes that it is not reasonably practicable to achieve the objectives stated in (a) or (b) and to do so would not unnecessarily harm the interests of the creditors of the company as a whole. During the administration, in general, no proceedings or other legal process may be commenced or continued against the debtor, or security enforced over the debtor’s property, except with the permission of the court or consent of the administrator. A court will apply discretionary factors in determining any application for

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permission, in light of the statutory objectives of administration set out above. If an English Guarantor were to enter into administration proceedings, it is possible that the security granted by it or the guarantee granted by it may not be enforced while it is in administration.

Under English insolvency law, in the event of a winding up in respect of a guarantor at the end of administration, receivership or liquidation (each a “Relevant Insolvency Procedure”), if such guarantor has provided floating charge security, any net proceeds of the property subject to such floating charge security will only be paid to discharge amounts owed to the holder of the floating charge after payment of (in the following order): (i) the expenses of the insolvency office-holder appointed under the Relevant Insolvency Procedure; (ii) to the extent applicable, certain preferential debts which are entitled to priority in respect of floating charge security realizations under English law, such as occupational pension scheme contributions and salaries owed to employees (up to prescribed statutory caps); and (iii) subject to certain exceptions, a “prescribed part” of the net property subject to the floating charge reserved for unsecured creditors. The prescribed part currently amounts to the aggregate of (i) 50% of the first £10,000 of the net property subject to the floating charge and (ii) 20% thereafter, subject however to a maximum aggregate amount of £600,000.

Any interest accruing under or in respect of amounts due under a guarantee to which an English Guarantor is a party in respect of any period after the commencement of liquidation proceedings would only be recoverable by holders of the notes or the trustee, as applicable, from any surplus remaining after payment of all other debts proved in the proceedings and accrued and unpaid interest up to the date of the commencement of the proceedings.

A liquidator or administrator of an English Guarantor could apply to the court for an order to rescind the guarantee or security (as applicable) and otherwise restore the position to what it would have been had the relevant company not entered into such guarantee or security (as applicable) if the liquidator or administrator believes the issuance of that guarantee or security (as applicable) constituted a transaction at an undervalue. A transaction is at an undervalue if a company makes a gift to a person or enters into a transaction on terms where the company receives no consideration or consideration which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the company. In order to constitute a transaction at an undervalue, the transaction must have been entered into during the period of two years before the commencement of winding up (being either the date on which a winding up petition is presented to the court or the date the company passes a resolution for its winding up) or, depending on how the company enters administration, (i) the date on which the application for administration is made, (ii) the date on which a notice of intention to appoint an administrator is filed at court, or (if neither (i) or (ii) apply) the date on which the appointment of an administrator takes effect. Furthermore, the company must have been unable to pay its debts on a cash flow or balance sheet test basis at the time it entered into the transaction or have become unable to pay its debts as a result of entering into such transaction. Under English insolvency law, there is a presumption of insolvency if the parties to the transaction are connected; for instance, if the transaction is an intra-group transaction. It is a defense if the company entered into the transaction in good faith for the purposes of carrying on its business and, at the time it did so, there were reasonable grounds for believing the transaction would benefit the company. There can be no assurance that the provision of such guarantees or security (as applicable) will not be challenged by a liquidator or administrator as a transaction at an undervalue.

Where it can be shown that a transaction, such as a guarantee or the provision of security, was at an undervalue and was made for the purpose of defeating the claims of an existing or putative creditor, e.g., by putting assets beyond the reach of a person who is making, or may at some time make, a claim against a company, or otherwise prejudicing the interests of such person in relation to such a claim, the transaction may be set aside by the court as a transaction defrauding creditors. This provision of English law may, in certain circumstances, be used by any person who claims to be a victim of the transaction and is not therefore limited to liquidators or administrators. English insolvency legislation does not provide a statutory time limit within which a claim that a transaction defrauding creditors must be brought and the company need not be insolvent at the time of the transaction or as a result of entering into the transaction. To the extent that a court were to find that a guarantee or the provision of security constituted a transaction defrauding creditors, the court may make such orders as it thinks fit to restore the position to what it would have been if the transaction had not been entered into and to protect the interests of persons who are victims of the transaction, which could include releasing the guarantee or security.

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If the liquidator or administrator can show that a company has given a “preference” to any person within six months of the onset of insolvency, i.e., the commencement of the winding up or the appointment of an administrator (or two years of the onset of insolvency if the preference is to a connected person other than by reason only of being its employee) and, at the time of the preference, the company was unable to pay its debts or became unable to pay its debts as a result of the preference, a court has the power, among other things, to void the transaction. For these purposes, a company gives a preference to a person if that person is one of the company’s creditors (or a surety or guarantor for any of the company’s debts or liabilities) and the company does anything or suffers anything to be done that has the effect of putting that person into a position which, in the event of the company going into insolvent liquidation, would be better than the position that person would have been in if the thing had not been done. The court may not make an order voiding a preferential transaction unless it is satisfied that the company was influenced by a desire to do anything or suffer anything to be done to put that person in a better position. There is a presumption of such influence if the parties are connected (otherwise than by reason only of being its employee). If a court finds that the guarantees or the security are preferences, the court has very wide powers for restoring the position to what it would have been if that preference had not been given, which could include reducing payments under the guarantees or security (although there is protection for a third party who enters into such a transaction in good faith and for value).

Except in respect of a floating charge that constitutes a financial collateral arrangement, if a company grants a floating charge over its assets to any person within 12 months of the onset of insolvency (i.e., the commencement of the winding up or the appointment of an administrator) and, at the time the floating charge was created, the company was unable to pay its debts or becomes unable to pay its debts as a consequence of the charge, the charge is invalid except to the extent of the aggregate of the value of the consideration provided to the company for the charge at the same time as, or after, the creation of the charge consisting of money paid or goods or services supplied, or consisting of the discharge or reduction of any of the company’s debts (or interest on any of the foregoing). Where the floating charge was created in favour of a person connected with the company, the charge is invalid if made up to two years prior to the onset of insolvency, and it not being necessary to show that the company was unable to pay its debts at the time or became unable to pay its debts as a result.

If an English Guarantor were to go into administration under English law, the rights of the holders of the notes or the trustee, as applicable, to enforce any applicable security or guarantee or to otherwise institute any legal proceedings against that English Guarantor would be restricted. There is a general moratorium on the enforcement of security, guarantees and other legal process where a company is in administration. No step may be taken by any person to enforce security over a company’s property in such circumstances without the consent of the administrator or the permission of the court. However, this would not apply to a secured creditor of a company who holds a security interest that constitutes “financial collateral” and/or where the obligations of a secured creditor constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226)). Furthermore, prior to the appointment of an administrator, an interim moratorium will automatically arise once an application to court to appoint an administrator has been lodged or notice of an intention to make an appointment out of court has been given. To the extent that a guarantor is a “small company” under s.382 of the Companies Act 2006, it may also be eligible for a moratorium if implementing a company voluntary arrangement.

The making of a winding-up order or the appointment of a provisional liquidator in respect of an English Guarantor would also have the effect of initiating a moratorium upon actions or proceedings against that English Guarantor. However, this moratorium would not extend to the secured creditors of that English Guarantor and as such the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes, subject to the intercreditor agreements, would (unlike in administration) therefore be able to enforce their security interests granted on a senior basis. If realizations from the enforcement of the security exceed the value of their debt, the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes would be required to pay the balance over to the liquidator and the balance will form part of the assets of the company to be distributed by the liquidator. To the extent that the security realised does not cover the whole of the debt, the lenders under the Senior Secured Credit Facilities and the holders of the senior secured notes would be required to prove for the unsecured balance of the debt alongside unsecured creditors (including the holders of the senior notes).

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An administrator may dispose of or take any action in respect of any property of an English Guarantor subject to a floating charge as if it were not subject to the charge, although the floating charge holder shall have the same priority in respect of acquired property (i.e., property which directly or indirectly represents the property disposed of) as it had in respect of the disposed property. The administrator may also dispose of the property which is the subject of a fixed charge, subject to making an application to court and the court finding that the disposal of the property would be likely to promote the purpose of the administration.

In addition, subject to certain exceptions in relation to any “security financial collateral arrangement” (as defined above), under English insolvency law any debt incurred or payable in a currency other than pounds sterling (such as dollars or euros, as the case may be, in the case of the notes) must be converted into pounds sterling at the “official exchange rate” prevailing at the date when the debtor went into liquidation or the date when the debtor went into administration or, if the liquidation was immediately preceded by an administration, the date the debtor entered the administration or, if the administration was immediately preceded by a winding up, on the date the company went into liquidation. Any debt payable in a foreign currency may also be converted by an English administrator when making a distribution to creditors during an administration. This provision overrides any agreement between the parties. The “official exchange rate” for these purposes is the middle market rate on the London Foreign Exchange Market as published for the date in question or, if no such rate is published, such rate as the court determines. Accordingly, in the event that an English Guarantor goes into liquidation or administration, holders of the notes may be subject to exchange rate risk from the date that such English Guarantor goes into liquidation or administration thereby affecting the receipt of amounts to which such holders of the notes may become entitled.

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GLOSSARY OF SELECTED TERMS

Unless otherwise indicated or the context otherwise requires, in this prospectus:

• “2007 Notes” refers to the 2007 Senior Notes and the 2007 Senior Subordinated Notes.

• “2007 Senior Notes” refers to the 8.0% senior notes due 2016 issued by BP II on June 29, 2007.

• “2007 Senior Subordinated Notes” refers to the 9.5% senior subordinated notes due 2017 issued by BP II on June 29, 2007.

• “2007 UK Intercreditor Agreement” refers to the amended intercreditor agreement described in the section “Description of Certain Other Indebtedness and Intercreditor Agreements — 2007 UK Intercreditor Agreement.”

• “2009 Notes” refers to the Dollar 2009 Notes and the Euro 2009 Notes.

• “August 2011 Notes” refers to the August 2011 Senior Secured Notes and the August 2011 Senior Notes.

• “August 2011 Senior Notes” refers to the 9.875% senior notes due 2019 issued on August 9, 2011.

• “August 2011 Senior Secured Notes” refers to the 7.875% senior secured notes due 2019.

• “BP I” refers to Beverage Packaging Holdings (Luxembourg) I S.A., a direct subsidiary of RGHL. BP I guarantees the notes, the Existing Notes and the Senior Secured Credit Facilities.

• “BP II” refers to Beverage Packaging Holdings (Luxembourg) II S.A., a sister company of BP I and a direct subsidiary of RGHL. BP II is the issuer of the 2007 Notes. BP II does not guarantee the notes, the Existing Notes or the Senior Secured Credit Facilities.

• “BP III” refers to Beverage Packaging Holdings (Luxembourg) III S.à r.l., a direct subsidiary of BP I and an indirect wholly-owned subsidiary of RGHL. BP III guarantees the notes, the Existing Notes and the Senior Secured Credit Facilities.

• “Closures” refers to our caps and closures segment.

• “collateral” refers to those assets and properties of the Issuers and the guarantors of the Senior Secured Credit Facilities and the Existing Senior Secured Notes over which a collateral agent holds a security interest for the benefit of the secured parties under the Senior Secured Credit Facilities, the holders of the notes and the holders of the Existing Senior Secured Notes.

• “Dollar 2009 Notes” refers to the dollar denominated 7.750% senior secured notes due 2016. On September 28, 2012, $777 million in principal amount of the Dollar 2009 Notes was repaid. On October 29, 2012, the remaining $348 million in principal amount of the Dollar 2009 Notes was redeemed.

• “Dopaco” refers to Dopaco, Inc. and Dopaco Canada, Inc. and, unless the context otherwise requires, Dopaco Canada, Inc.’s subsidiaries. Dopaco, Inc. was merged into a subsidiary of RGHL on July 1, 2012. Dopaco Canada, Inc. and its subsidiaries were amalgamated into a subsidiary of RGHL on January 2, 2012.

• “Euro 2009 Notes” refers to the euro denominated 7.750% senior secured notes due 2016, all of which were redeemed on December 13, 2012.

• “Evergreen” refers to our fresh carton packaging, liquid packaging board, carton board and freesheet segment.

• “Existing Notes” refers to the Existing Senior Notes and the Existing Senior Secured Notes.

• “Existing Senior Notes” refers to the February 2012 Senior Notes, the August 2011 Senior Notes, the February 2011 Senior Notes, the October 2010 Senior Notes and the May 2010 Notes.

• “Existing Senior Secured Notes” refers to the August 2011 Senior Secured Notes, the February 2011 Senior Secured Notes and the October 2010 Senior Secured Notes.

• “February 2011 Notes” refers to the February 2011 Senior Secured Notes and the February 2011 Senior Notes.

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• “February 2011 Senior Notes” refers to the 8.250% senior notes due 2021.

• “February 2011 Senior Secured Notes” refers to the 6.875% senior secured notes due 2021.

• “February 2012 Senior Notes” refers to the 9.875% senior notes due 2019 that were issued on February 15, 2012.

• “First Lien Intercreditor Agreement” refers to the intercreditor agreement described in the section “Description of Certain Other Indebtedness and Intercreditor Agreements — First Lien Intercreditor Agreement.”

• “Graham Company” refers to Graham Packaging Company Inc.

• “Graham Holdings” refers to Graham Packaging Holdings Company, a wholly-owned subsidiary of Graham Company.

• “Graham Packaging” refers to Graham Packaging Company Inc., and, unless the context otherwise requires, its subsidiaries.

• “Issuers” or “issuers” refers to the US Issuers and the Lux Issuer. The Issuers are each wholly-owned indirect subsidiaries of RGHL.

• “Lux Issuer” refers to Reynolds Group Issuer (Luxembourg) S.A., an indirect wholly-owned subsidiary of RGHL and co-issuer of the notes and the Existing Notes.

• “May 2010 Notes” refers to the 8.500% senior notes due 2018.

• “New Incremental Senior Secured Credit Facilities” refers to an amendment to the Senior Secured Credit Facilities that we entered into in connection with the Graham Packaging Transaction, pursuant to which we amended certain terms of the related credit agreement and incurred incremental borrowings used to partially finance the Graham Packaging Transaction.

• “new notes” refers to the registered 5.750% senior secured notes due 2020.

• “notes” refers to the new notes and the old notes.

• “October 2010 Notes” refers to the October 2010 Senior Secured Notes and the October 2010 Senior Notes.

• “October 2010 Senior Notes” refers to the 9.000% senior notes due 2019.

• “October 2010 Senior Secured Notes” refers to the 7.125% senior secured notes due 2019.

• “old notes” refers to the outstanding 5.750% senior secured notes due 2020.

• “Original Senior Secured Credit Facilities” refers to the senior secured credit facilities governed by the credit agreement entered into on November 5, 2009, as amended from time to time. The Original Senior Secured Credit Facilities were repaid in full with proceeds from the term loans under the Senior Secured Credit Facilities and part of the proceeds from the offering of the February 2011 Notes.

The Original Senior Secured Credit Facilities consisted of: (i) $1,035 million of U.S. term loans, or the “Original U.S. Term Loans,” which were borrowed on November 5, 2009; (ii) $800 million of U.S. Tranche C term loans, or the “Original Tranche C Term Loans,” which were borrowed on May 4, 2010; (iii) $500 million of U.S. Tranche A term loans, or the “Original Tranche A Term Loans,” and $1,520 million of U.S. Tranche D term loans, or the “Original Tranche D Term Loans,” which were borrowed on November 16, 2010; (iv) €250 million of European term loans, or the “Original European Term Loans,” which were borrowed on November 5, 2009; (v) a U.S. revolving credit facility of $120 million; and (vi) a European revolving credit facility of €80 million.

• “Pactiv” refers to Pactiv Corporation, which was subsequently renamed Pactiv LLC, and, unless the context otherwise requires, its subsidiaries.

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• “Pactiv 2012 Notes” refers to the 5.875% Notes due July 15, 2012 of Pactiv, which were repaid in connection with the February 2012 Refinancing Transactions.

• “Pactiv 2018 Notes” refers to the 6.400% Notes due January 15, 2018 of Pactiv.

• “Pactiv Foodservice” refers to our foodservice packaging segment, which (i) consisted of our Reynolds foodservice packaging business prior to the Pactiv Acquisition and (ii) consists of our Reynolds foodservice packaging business, our Pactiv foodservice packaging business following the Pactiv Acquisition and the Dopaco business following the Dopaco Acquisition.

• “Rank Group” refers to Rank Group Limited, a private company based in New Zealand and wholly-owned by Mr. Graeme Hart, our strategic owner.

• “Reynolds Consumer Products” refers to our consumer products segment, which (i) consisted of our Reynolds consumer products business prior to the Pactiv Acquisition and (ii) consists of our Reynolds consumer products business and our Hefty consumer products business following the Pactiv Acquisition.

• “RGHL” refers to Reynolds Group Holdings Limited, the indirect parent of BP III and the Issuers, among others. RGHL guarantees the notes, the Existing Notes and the Senior Secured Credit Facilities.

• “RGHL Combined Group” refers to RGHL and its consolidated subsidiaries, including Graham Packaging and Dopaco, as a combined company following the consummation of, and after giving pro forma effect to, the November 2012 Refinancing Transactions, the September 2012 Refinancing Transactions, the February 2012 Refinancing Transactions, the Graham Packaging Transaction, the Dopaco Acquisition and the 2011 Refinancing Transactions, as further described in “The Transactions.”

• “RGHL Group” or “RGHL Group Successor” refers to RGHL and its consolidated subsidiaries after the Initial Evergreen Acquisition but prior to the Graham Packaging Transaction, unless the context otherwise requires.

• “RGHL Group Predecessor” or “IP’s Bev Pack Business” refers to the beverage packaging business of IP before the Initial Evergreen Acquisition.

• “Second Amended and Restated Senior Secured Credit Facilities” refers to the senior secured credit facilities governed by the credit agreement entered into on August 9, 2011, as amended from time to time. The Second Amended and Restated Senior Secured Credit Facilities were repaid in full with proceeds from the September 2012 Refinancing Transactions.

• “Securitization Facility” refers to the receivables loan and security agreement entered into by certain members of the RGHL Group on November 7, 2012, pursuant to which the RGHL Group can borrow up to $600 million.

• “Senior Secured Credit Facilities” refers to the $2,235 million senior secured U.S. Term Loans, the €300 million senior secured European Term Loans, the $120 million senior secured revolving credit facility and the €80 million senior secured revolving credit facility.

• “SIG” refers to our aseptic carton packaging segment.

• “US Co-Issuer” refers to Reynolds Group Issuer LLC, an indirect wholly-owned subsidiary of RGHL and co-issuer of the notes and the Existing Notes.

• “US Issuer” refers to Reynolds Group Issuer Inc., an indirect wholly-owned subsidiary of RGHL and co-issuer of the notes and the Existing Notes.

• “US Issuers” refers to US Issuer and US Co-Issuer.

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ANNEX A

List of RGHL Subsidiaries

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
Alusud Argentina S.R.L.	Argentina		100		100	Non-Guarantor
Graham Packaging Argentina S.A.	Argentina		100		100	Non-Guarantor
Graham Packaging San Martin S.A.	Argentina		100		100	Non-Guarantor
Lido Plast San Luis S.A.	Argentina		100		100	Non-Guarantor
SIG Combibloc Argentina S.R.L.	Argentina		100		100	Non-Guarantor
Whakatane Mill Australia Pty Limited	Australia		100		100	Guarantor
SIG Austria Holding GmbH	Austria		100		100	Guarantor
SIG Combibloc GmbH	Austria		100		100	Guarantor
SIG Combibloc GmbH & Co KG	Austria		100		100	Guarantor
Gulf Closures W.L.L.	Bahrain		49		49	Non-Guarantor
Graham Packaging Belgium BVBA	Belgium		100		100	Non-Guarantor
Graham Packaging Lummen BVBA	Belgium		100		100	Non-Guarantor
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Brazil		100		100	Guarantor
Graham Packaging do Brasil Industria e Comercio S.A.	Brazil		100		100	Non-Guarantor
Graham Packaging Parana, Ltda.	Brazil		100		100	Non-Guarantor
Resin Rio Comercio Ltda.	Brazil		100		100	Non-Guarantor
SIG Beverages Brasil Ltda.	Brazil		100		100	Guarantor
SIG Combibloc Do Brasil Ltda.	Brazil		100		100	Guarantor
CSI Latin American Holdings Corporation	British Virgin Islands		100		100	Guarantor
Reynolds Consumer Products Bulgaria EOOD	Bulgaria		100		100	Non-Guarantor
Evergreen Packaging Canada Limited	Canada		100		100	Guarantor
Graham Packaging Canada Company	Canada		100		100	Non-Guarantor
Pactiv Canada, Inc.	Canada		100		100	Guarantor
Alusud Embalajes Chile Ltda.	Chile		100		100	Non-Guarantor
SIG Combibloc Chile Limitada	Chile		100		100	Non-Guarantor
Closure Systems International (Guangzhou) Limited	China		100		100	Non-Guarantor
Closure Systems International (Wuhan) Limited	China		100		100	Non-Guarantor
CSI Closure Systems (Hangzhou) Co., Ltd.	China		100		100	Non-Guarantor
CSI Closure Systems (Tianjin) Co., Ltd.	China		100		100	Non-Guarantor
Dongguan Pactiv Packaging Co., Ltd.	China		51		51	Non-Guarantor
Evergreen Packaging (Shanghai) Co., Limited	China		100		100	Non-Guarantor
Graham Packaging Trading (Shanghai) Co., Ltd.	China		100		100	Non-Guarantor

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	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
Graham Packaging (Guangzhou) Co., Ltd.	China		100		100	Non-Guarantor
Reynolds Metals (Shanghai) Ltd.	China		100		100	Non-Guarantor
SIG Combibloc (Suzhou) Co. Ltd.	China		100		100	Non-Guarantor
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	China		62.5		62.5	Non-Guarantor
Alusud Embalajes Colombia Ltda.	Colombia		100		100	Non-Guarantor
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Costa Rica		100		100	Guarantor
SIG Combibloc s.r.o.	Czech Republic		100		100	Non-Guarantor
Closure Systems International (Egypt) LLC	Egypt		100		100	Non-Guarantor
Evergreen Packaging de El Salvador S.A. de C.V.	El Salvador		100		100	Non-Guarantor
Graham Packaging Company OY	Finland		100		100	Non-Guarantor
Graham Packaging Europe SNC	France		100		100	Non-Guarantor
Graham Packaging France, S.A.S.	France		100		100	Non-Guarantor
Graham Packaging Normandy S.A.R.L.	France		100		100	Non-Guarantor
Graham Packaging Villecomtal S.A.R.L.	France		100		100	Non-Guarantor
SIG Combibloc S.A.R.L.	France		100		100	Non-Guarantor
Closure Systems International Deutschland GmbH	Germany		100		100	Guarantor
Closure Systems International Holdings (Germany) GmbH	Germany		100		100	Guarantor
Omni-Pac Ekco GmbH Verpackungsmittel	Germany		100		100	Guarantor
Omni-Pac GmbH Verpackungsmittel	Germany		100		100	Guarantor
Pactiv Deutschland Holdinggesellschaft mbH	Germany		100		100	Guarantor
Pactiv Forest Products GmbH	Germany		100		100	Non-Guarantor
SIG Beteiligungs GmbH	Germany		100		100	Guarantor
SIG Beverages Germany GmbH	Germany		100		100	Guarantor
SIG Combibloc GmbH	Germany		100		100	Guarantor
SIG Combibloc Holding GmbH	Germany		100		100	Guarantor
SIG Combibloc Systems GmbH	Germany		100		100	Guarantor
SIG Combibloc Zerspanungstechnik GmbH	Germany		100		100	Guarantor
SIG Euro Holding AG & Co. KGaA	Germany		100		100	Guarantor
SIG Information Technology GmbH	Germany		100		100	Guarantor
SIG International Services GmbH	Germany		100		100	Guarantor
Crystal Insurance Company Limited	Guernsey		100		100	Non-Guarantor
SIG Asset Holdings Limited	Guernsey		100		100	Guarantor
Closure Systems International (Hong Kong) Limited	Hong Kong		100		100	Guarantor
Evergreen Packaging (Hong Kong) Limited	Hong Kong		100		100	Non-Guarantor
Graham Packaging Asia Limited	Hong Kong		100		100	Non-Guarantor
Roots Investment Holding Private Limited	Hong Kong		100		100	Non-Guarantor

451

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
SIG Combibloc Limited	Hong Kong		100		100	Guarantor
CSI Hungary Manufacturing and Trading Limited Liability Company	Hungary		100		100	Guarantor
SIG Combibloc Kft.	Hungary		100		100	Non-Guarantor
Closure Systems International (I) Private Limited	India		100		100	Non-Guarantor
SIG Beverage Machinery and Systems (India) Pvt. Ltd. (In liquidation)	India		99.98		99.98	Non-Guarantor
PT Graham Packaging Indonesia	Indonesia		100		100	Non-Guarantor
Ha’Lakoach He’Neeman H’Sheeshim Ou’Shenayim Ltd.	Israel		100		100	Non-Guarantor
Graham Packaging Company Italia S.r.l.	Italy		100		100	Non-Guarantor
SIG Combibloc S.r.l	Italy		100		100	Non-Guarantor
S.I.P. S.r.l. Societa Imballaggi Plastici S.r.l. (In liquidation)	Italy		100		100	Non-Guarantor
Closure Systems International Holdings (Japan) KK	Japan		100		100	Guarantor
Closure Systems International Japan, Limited	Japan		100		100	Guarantor
Graham Packaging Japan Godo Kaisha	Japan		100		100	Non-Guarantor
Closure Systems International (Korea), Ltd.	Korea		100		100	Non-Guarantor
Evergreen Packaging Korea Limited	Korea		100		100	Non-Guarantor
SIG Combibloc Korea Ltd.	Korea		100		100	Non-Guarantor
Beverage Packaging Factoring (Luxembourg) S.à r.l	Luxembourg		100		100	Non-Guarantor
Beverage Packaging Holdings (Luxembourg) I S.A.	Luxembourg		100		100	Guarantor
Beverage Packaging Holdings (Luxembourg) II S.A.	Luxembourg		100		100	Non-Guarantor
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	Luxembourg		100		100	Guarantor
Beverage Packaging Holdings (Luxembourg) IV S.à r.l	Luxembourg		100		100	Guarantor
Beverage Packaging Holdings (Luxembourg) V S.A.	Luxembourg		100		100	Guarantor
Beverage Packaging Holdings (Luxembourg) VI S.à r.l	Luxembourg		100		100	Non-Guarantor
Evergreen Packaging (Luxembourg) S.à r.l	Luxembourg		100		100	Guarantor
Graham Packaging European Holdings (Luxembourg) S.à r.l	Luxembourg		100		100	Non-Guarantor
Graham Packaging European Holdings (Luxembourg) I S.à r.l	Luxembourg		100		100	Non-Guarantor
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Luxembourg		100		100	Non-Guarantor
Reynolds Group Issuer (Luxembourg) S.A.	Luxembourg		100		100	Guarantor
Asesores y Consultores Graham, S. de R.L. de C.V.	Mexico		100		100	Non-Guarantor
Bienes Industriales del Norte, S.A. de C.V.	Mexico		100		100	Guarantor
CSI En Ensenada, S. de R.L. de C.V.	Mexico		100		100	Guarantor
CSI En Saltillo, S. de R.L. de C.V.	Mexico		100		100	Guarantor

452

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
CSI Tecniservicio, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Evergreen Packaging Mexico, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Graham Packaging Plastic Products de Mexico S. de R.L. de C.V.	Mexico		100		100	Non-Guarantor
Grupo Corporativo Jaguar, S.A. de C.V.	Mexico		100		100	Guarantor
Grupo CSI de México, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Middle America M.A., S.A. de C.V. (In liquidation)	Mexico		100		100	Non-Guarantor
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Pactiv Mexico, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Reynolds Metals Company de Mexico, S. de R.L. de C.V.	Mexico		100		100	Guarantor
Servicio Terrestre Jaguar, S.A. de C.V.	Mexico		100		100	Guarantor
Servicios Industriales Jaguar, S.A. de C.V.	Mexico		100		100	Guarantor
Servicios Integrales de Operacion S.A. de C.V.	Mexico		100		100	Non-Guarantor
Servicios Graham Packaging S. de R.L. de C.V.	Mexico		100		100	Non-Guarantor
SIG Combibloc México S.A. de C.V.	Mexico		100		100	Non-Guarantor
SIG Simonazzi México S.A. de C.V. (In liquidation)	Mexico		100		100	Non-Guarantor
Tecnicos de Tapas Innovativas, S.A. de C.V.	Mexico		100		100	Guarantor
Closure Systems International Nepal Private Limited	Nepal		76		76	Non-Guarantor
Beverage Packaging Holdings (Netherlands) B.V.	Netherlands		100		100	Non-Guarantor
Closure Systems International B.V.	Netherlands		100		100	Guarantor
Evergreen Packaging International B.V.	Netherlands		100		100	Guarantor
Graham Packaging Company B.V.	Netherlands		100		100	Non-Guarantor
Graham Packaging Holdings B.V.	Netherlands		100		100	Non-Guarantor
Graham Packaging Zoetermeer B.V.	Netherlands		100		100	Non-Guarantor
Pactiv Europe B.V.	Netherlands		100		100	Non-Guarantor
Reynolds Consumer Products International B.V.	Netherlands		100		100	Guarantor
Reynolds Packaging International B.V.	Netherlands		100		100	Guarantor
SIG Combibloc B.V.	Netherlands		100		100	Non-Guarantor
Whakatane Mill Limited	New Zealand		100		100	Guarantor
Alusud Peru S.A.	Peru		100		100	Non-Guarantor
Closure Systems International (Philippines), Inc.	Philippines		100		100	Non-Guarantor
Graham Packaging Poland Sp. z.o.o.	Poland		100		100	Non-Guarantor
Omni Pac Poland Sp. z.o.o.	Poland		100		100	Non-Guarantor
SIG Combibloc Sp. z.o.o.	Poland		100		100	Non-Guarantor
CSI Vostok Limited Liability Company	Russia		100		100	Non-Guarantor
OOO SIG Combibloc	Russia		100		100	Non-Guarantor
Pactiv Asia Pte Ltd.	Singapore		100		100	Non-Guarantor

453

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
Closure Systems International España, S.L.U	Spain		100		100	Non-Guarantor
Closure Systems International Holdings (Spain), S.A.	Spain		100		100	Non-Guarantor
Graham Packaging Iberica S.L.	Spain		100		100	Non-Guarantor
Reynolds Food Packaging Spain, S.L.U.	Spain		100		100	Non-Guarantor
SIG Combibloc S.A.	Spain		100		100	Non-Guarantor
SIG Combibloc AB	Sweden		100		100	Non-Guarantor
SIG allCap AG	Switzerland		100		100	Guarantor
SIG Combibloc Procurement AG	Switzerland		100		100	Guarantor
SIG Combibloc (Schweiz) AG	Switzerland		100		100	Guarantor
SIG Combibloc Group AG	Switzerland		100		100	Guarantor
SIG Schweizerische Industrie-Gesellschaft AG	Switzerland		100		100	Guarantor
SIG Technology AG	Switzerland		100		100	Guarantor
Evergreen Packaging (Taiwan) Co. Limited	Taiwan		100		100	Non-Guarantor
SIG Combibloc Taiwan Ltd.	Taiwan		100		100	Non-Guarantor
SIG Combibloc Ltd.	Thailand		100		100	Guarantor
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Turkey		100		100	Non-Guarantor
Graham Plastpak Plastik Ambalaj Sanayi A.S.	Turkey		100		100	Non-Guarantor
SIG Combibloc Paketleme Ve Ticaret Limited Sirketi	Turkey		100		100	Non-Guarantor
Bakers Choice Products, Inc.	U.S.A.		100		100	Guarantor
BCP/Graham Holdings L.L.C.	U.S.A.		100		100	Guarantor
Blue Ridge Holding Corp.	U.S.A.		100		100	Guarantor
Blue Ridge Paper Products Inc.	U.S.A.		100		100	Guarantor
BRPP, LLC	U.S.A.		100		100	Guarantor
Closure Systems International Americas, Inc.	U.S.A.		100		100	Guarantor
Closure Systems International Holdings Inc.	U.S.A.		100		100	Guarantor
Closure Systems International Inc.	U.S.A.		100		100	Guarantor
Closure Systems International Packaging Machinery Inc.	U.S.A.		100		100	Guarantor
Closure Systems Mexico Holdings LLC	U.S.A.		100		100	Guarantor
Coast-Packaging Company (California General Partnership)	U.S.A.		50		50	Non-Guarantor
CSI Mexico LLC	U.S.A.		100		100	Guarantor
CSI Sales & Technical Services Inc.	U.S.A.		100		100	Guarantor
Evergreen Packaging Inc.	U.S.A.		100		100	Guarantor
Evergreen Packaging International (US) Inc.	U.S.A.		100		100	Guarantor
Evergreen Packaging USA Inc.	U.S.A.		100		100	Guarantor
Graham Packaging Acquisition Corp.	U.S.A.		100		100	Guarantor
Graham Packaging GP Acquisition LLC	U.S.A.		100		100	Guarantor

454

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
Graham Packaging Comerc USA LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging Company Europe LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging Company Inc.	U.S.A.		100		100	Guarantor
Graham Packaging Company, L.P.	U.S.A.		100		100	Guarantor
Graham Packaging Controllers USA LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging Holdings Company	U.S.A.		100		100	Guarantor
Graham Packaging International Plastic Products Inc.	U.S.A.		100		100	Non-Guarantor
Graham Packaging Latin America, LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging LC, L.P.	U.S.A.		100		100	Guarantor
Graham Packaging Leasing USA LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging LP Acquisition LLC	U.S.A.		100		100	Guarantor
Graham Packaging Minster LLC	U.S.A.		100		100	Guarantor
Graham Packaging PET Technologies Inc.	U.S.A.		100		100	Guarantor
Graham Packaging Plastic Products Inc.	U.S.A.		100		100	Guarantor
Graham Packaging Poland, L.P.	U.S.A.		100		100	Non-Guarantor
Graham Packaging PX Company	U.S.A.		100		100	Guarantor
Graham Packaging PX Holding Corporation	U.S.A.		100		100	Guarantor
Graham Packaging PX, LLC	U.S.A.		100		100	Guarantor
Graham Packaging Regioplast STS Inc.	U.S.A.		100		100	Guarantor
Graham Packaging Technological Specialties LLC	U.S.A.		100		100	Non-Guarantor
Graham Packaging West Jordan, LLC	U.S.A.		100		100	Guarantor
Graham Recycling Company, L.P.	U.S.A.		100		100	Guarantor
GPACSUB LLC	U.S.A.		100		100	Guarantor
GPC Capital Corp. I	U.S.A.		100		100	Guarantor
GPC Capital Corp. II	U.S.A.		100		100	Guarantor
GPC Holdings LLC	U.S.A.		100		100	Guarantor
GPC Opco GP LLC	U.S.A.		100		100	Guarantor
GPC Sub GP LLC	U.S.A.		100		100	Guarantor
International Tray Pads & Packaging Inc.	U.S.A.		100		100	Guarantor
Pactiv Germany Holdings, Inc.	U.S.A.		100		100	Guarantor
Pactiv International Holdings Inc.	U.S.A.		100		100	Guarantor
Pactiv LLC	U.S.A.		100		100	Guarantor
Pactiv Management Company LLC	U.S.A.		100		100	Guarantor
Pactiv NA II LLC	U.S.A.		100		100	Non-Guarantor
Pactiv Packaging Inc.	U.S.A.		100		100	Guarantor
PCA West Inc.	U.S.A.		100		100	Guarantor
RenPac Holdings Inc.	U.S.A.		100		100	Guarantor
Reynolds Consumer Products Holdings LLC	U.S.A.		100		100	Guarantor

455

	Country of Incorporation	Ownership Interest (%)		Voting Interest (%)		Guarantor/ Non-Guarantor
Reynolds Consumer Products Inc.	U.S.A.		100		100	Guarantor
Reynolds Group Holdings Inc.	U.S.A.		100		100	Guarantor
Reynolds Group Issuer Inc.	U.S.A.		100		100	Guarantor
Reynolds Group Issuer LLC	U.S.A.		100		100	Guarantor
Reynolds Manufacturing, Inc.	U.S.A.		100		100	Guarantor
Reynolds Presto Products Inc.	U.S.A.		100		100	Guarantor
Reynolds Services Inc.	U.S.A.		100		100	Guarantor
SIG Combibloc Inc.	U.S.A.		100		100	Guarantor
SIG Holding USA, LLC	U.S.A.		100		100	Guarantor
Southern Plastics, Inc.	U.S.A.		100		100	Guarantor
Alpha Products (Bristol) Limited	United Kingdom		100		100	Non-Guarantor
Closure Systems International (UK) Limited	United Kingdom		100		100	Guarantor
Graham Packaging European Services Limited.	United Kingdom		100		100	Non-Guarantor
Graham Packaging Plastics Limited	United Kingdom		100		100	Non-Guarantor
Graham Packaging U.K. Limited	United Kingdom		100		100	Non-Guarantor
IVEX Holdings, Ltd.	United Kingdom		100		100	Guarantor
J. & W. Baldwin (Holdings) Limited	United Kingdom		100		100	Guarantor
Kama Europe Limited	United Kingdom		100		100	Guarantor
Omni-Pac UK Limited	United Kingdom		100		100	Guarantor
Pactiv (Caerphilly) Limited	United Kingdom		100		100	Non-Guarantor
Pactiv (Films) Limited	United Kingdom		100		100	Non-Guarantor
Reynolds Consumer Products (UK) Limited	United Kingdom		100		100	Guarantor
Reynolds Subco (UK) Limited	United Kingdom		100		100	Guarantor
SIG Combibloc Limited	United Kingdom		100		100	Guarantor
SIG Holdings (UK) Ltd.	United Kingdom		100		100	Non-Guarantor
The Baldwin Group Ltd.	United Kingdom		100		100	Guarantor
Alusud Venezuela S.A.	Venezuela		100		100	Non-Guarantor
Graham Packaging Plasticos de Venezuela C.A	Venezuela		100		100	Non-Guarantor
SIG Vietnam Ltd.	Vietnam		100		100	Non-Guarantor

456

Index to the Financial Statements

Reynolds Group Holdings Limited interim unaudited condensed financial statements for the three and nine month periods ended September 30, 2012 and September 30, 2011	F-3
Interim unaudited condensed statements of comprehensive income	F-4
Interim unaudited condensed statements of financial position	F-5
Interim unaudited condensed statements of changes in equity	F-6
Interim unaudited condensed statements of cash flows	F-7
Notes to the interim unaudited condensed financial statements	F-10
Reynolds Group Holdings Limited financial statements for the period ended December 31, 2011	F-53
Report of Independent Registered Public Accounting Firm	F-54
Statements of comprehensive income	F-55
Statements of financial position	F-56
Statements of changes in equity	F-57
Statements of cash flows	F-58
Notes to the financial statements	F-61
Beverage Packaging Holdings (Luxembourg) I S.A. interim unaudited condensed financial statements for the three and nine month periods ended September 30, 2012 and September 30, 2011*	F-177
Interim unaudited condensed statements of comprehensive income	F-178
Interim unaudited condensed statements of financial position	F-179
Interim unaudited condensed statements of changes in equity	F-180
Interim unaudited condensed statements of cash flows	F-181
Notes to the interim unaudited condensed financial statements	F-184
Beverage Packaging Holdings (Luxembourg) I S.A. financial statements for the period ended December 31, 2011*	F-221
Report of Independent Registered Public Accounting Firm	F-222
Statements of comprehensive income	F-223
Statements of financial position	F-224
Statements of changes in equity	F-225
Statements of cash flows	F-226
Notes to the financial statements	F-229
Beverage Packaging Holdings Group interim unaudited combined condensed financial statements for the three and nine month periods ended September 30, 2012 and September 30, 2011*	F-334
Interim unaudited combined condensed statements of comprehensive income	F-335
Interim unaudited combined condensed statements of financial position	F-336
Interim unaudited combined condensed statements of changes in equity	F-337
Interim unaudited combined condensed statements of cash flows	F-338
Notes to the interim unaudited combined condensed financial statements	F-341
Beverage Packaging Holdings Group financial statements for the period ended December 31,  2011*	F-379
Report of Independent Registered Public Accounting Firm	F-380
Statements of comprehensive income	F-381
Statements of financial position	F-382
Statements of changes in equity	F-383
Statements of cash flows	F-384
Notes to the financial statements	F-387

F-1

Pactiv Corporation interim unaudited condensed consolidated financial statements for the three and nine month periods ended September 30, 2010*	F-490
Interim unaudited consolidated statement of income	F-491
Interim unaudited condensed consolidated statement of financial position	F-492
Interim unaudited condensed consolidated statement of cash flows	F-493
Interim unaudited consolidated statement of changes in equity	F-494
Interim unaudited consolidated statement of comprehensive income (loss)	F-495
Notes to financial statements (unaudited)	F-496
Pactiv Corporation audited annual consolidated financial statements for the year ended December  31, 2009, 2008, 2007*	F-510
Report of Independent Registered Public Accounting Firm	F-511
Consolidated statement of income	F-512
Consolidated statement of financial position	F-513
Consolidated statement of cash flows	F-514
Consolidated statement of changes in equity	F-515
Consolidated statement of comprehensive income (loss)	F-516
Notes to financial statements	F-517
Dopaco combined financial statements May 1, 2011, December 26, 2010 and December  27, 2009*	F-554
Report of Independent Registered Public Accounting Firm	F-555
Combined balance sheets	F-556
Combined statements of earnings	F-557
Combined statements of comprehensive income	F-558
Combined statements of invested equity	F-559
Combined statements of cash flows	F-560
Notes to combined financial statements	F-561
Graham Packaging Company Inc. interim unaudited condensed financial statements for the three and six month periods ended June 30, 2011 and June 30, 2010*	F-583
Condensed consolidated balance sheets (unaudited)	F-584
Condensed consolidated statements of operations (unaudited)	F-585
Condensed consolidated statements of comprehensive income (loss) (unaudited)	F-586
Condensed consolidated statements of cash flows (unaudited)	F-587
Notes to condensed consolidated financial statements (unaudited)	F-588
Graham Packaging Company Inc. financial statements for the period ended December 31, 2010*	F-624
Report of Independent Registered Public Accounting Firm	F-625
Consolidated balance sheets	F-626
Consolidated statements of operations	F-627
Consolidated statements of comprehensive income (loss)	F-628
Consolidated statements of equity (deficit)	F-629
Consolidated statements of cash flows	F-630
Notes to consolidated financial statements	F-631

* Refer to “Summary—Presentation of Financial Information” for information concerning the requirements for the inclusion of these financial statements.

F-2

Reynolds Group Holdings Limited

Interim unaudited condensed financial statements

for the three and nine month periods ended

September 30, 2012 and September 30, 2011

F-3

Reynolds Group Holdings Limited

Interim unaudited condensed statements of comprehensive income

			For the three month period ended September 30,						For the nine month period ended September 30,
	Note		2012			2011*			2012			2011*
			(In $ million)
Revenue				3,454			3,069			10,357			8,279
Cost of sales				(2,804	)		(2,553	)		(8,429	)		(6,830	)
Gross profit				650			516			1,928			1,449
Other income		7		42			24			128			68
Selling, marketing and distribution expenses				(87	)		(98	)		(264	)		(266	)
General and administration expenses				(187	)		(143	)		(633	)		(438	)
Other expenses		8		(29	)		(78	)		(147	)		(224	)
Share of profit of associates and joint ventures, net of income tax				7			6			19			14
Profit from operating activities				396			227			1,031			603
Financial income		9		59			6			60			32
Financial expenses		9		(636	)		(522	)		(1,304	)		(1,086	)
Net financial expenses				(577	)		(516	)		(1,244	)		(1,054	)
Loss before income tax				(181	)		(289	)		(213	)		(451	)
Income tax benefit		10		85			6			125			64
Profit (loss) for the period				(96	)		(283	)		(88	)		(387	)
Other comprehensive income (loss) for the period, net of income tax
Exchange differences on translating foreign operations				14			25			62			(90	)
Total other comprehensive income (loss) for the period, net of income tax				14			25			62			(90	)
Total comprehensive income (loss) for the period				(82	)		(258	)		(26	)		(477	)
Profit (loss) attributable to:
Equity holder of the Group				(95	)		(283	)		(88	)		(388	)
Non-controlling interests				(1	)		—			—			1
				(96	)		(283	)		(88	)		(387	)
Total comprehensive income (loss) attributable to:
Equity holder of the Group				(81	)		(258	)		(26	)		(478	)
Non-controlling interests				(1	)		—			—			1
				(82	)		(258	)		(26	)		(477	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three and nine month periods ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of comprehensive income should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-4

Reynolds Group Holdings Limited

Interim unaudited condensed statements of financial position

	Note		As of September 30, 2012			As of December 31, 2011*
			(In $ million)
Assets
Cash and cash equivalents				1,807			597
Trade and other receivables				1,579			1,509
Inventories		11		1,736			1,764
Current tax assets				41			39
Assets held for sale				20			70
Derivatives				7			1
Other assets				84			65
Total current assets				5,274			4,045
Non-current receivables				356			326
Investments in associates and joint ventures				133			119
Deferred tax assets				26			29
Property, plant and equipment		12		4,368			4,546
Investment properties				32			29
Intangible assets		13		12,311			12,545
Derivatives				191			122
Other assets				184			150
Total non-current assets				17,601			17,866
Total assets				22,875			21,911
Liabilities
Bank overdrafts				3			3
Trade and other payables				1,886			1,760
Liabilities directly associated with assets held for sale				—			20
Borrowings		14		393			521
Current tax liabilities				122			165
Derivatives				5			16
Employee benefits				246			228
Provisions		15		92			98
Total current liabilities				2,747			2,811
Non-current payables				44			38
Borrowings		14		17,922			16,625
Deferred tax liabilities				1,340			1,548
Employee benefits				902			936
Provisions		15		131			134
Total non-current liabilities				20,339			19,281
Total liabilities				23,086			22,092
Net liabilities				(211	)		(181	)
Equity
Share capital				1,695			1,695
Reserves				(1,155	)		(1,217	)
Accumulated losses				(771	)		(681	)
Equity attributable to equity holder of the Group				(231	)		(203	)
Non-controlling interests				20			22
Total equity (deficit)				(211	)		(181	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of financial position should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-5

Reynolds Group Holdings Limited

Interim unaudited condensed statements of changes in equity

	Share capital		Translation of foreign operations			Other reserves			Accumulated losses			Equity attributable to equity holder of the Group			Non- controlling interests			Total
	(In $ million)
Balance at the beginning of the period (January 1, 2011)		1,695		369			(1,561	)		(262	)		241			23			264
Total comprehensive income (loss) for the period:
Profit (loss) after tax*		—		—			—			(388	)		(388	)		1			(387	)
Foreign currency exchange translation reserve		—		(90	)		—			—			(90	)		—			(90	)
Total comprehensive income (loss) for the period*		—		(90	)		—			(388	)		(478	)		1			(477	)
Balance as of September 30, 2011*		1,695		279			(1,561	)		(650	)		(237	)		24			(213	)
Balance at the beginning of the period (January 1, 2012)*		1,695		344			(1,561	)		(681	)		(203	)		22			(181	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax		—		—			—			(88	)		(88	)		—			(88	)
Foreign currency exchange translation reserve		—		62			—			—			62			—			62
Total comprehensive income (loss) for the period		—		62			—			(88	)		(26	)		—			(26	)
Purchase of non-controlling interest		—		—			—			(2	)		(2	)		(1	)		(3	)
Dividends paid to non-controlling interests		—		—			—			—			—			(1	)		(1	)
Balance as of September 30, 2012		1,695		406			(1,561	)		(771	)		(231	)		20			(211	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of changes in equity should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-6

Reynolds Group Holdings Limited

Interim unaudited condensed statements of cash flows

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Cash flows from operating activities
Cash received from customers		10,321			8,021
Cash paid to suppliers and employees		(8,512	)		(7,161	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change of control and other acquisition costs		—			(84	)
Payment to related party for use of tax losses		(10	)		—
Net cash from operating activities		531			163
Cash flows used in investing activities
Acquisition of property, plant and equipment and investment properties		(427	)		(337	)
Proceeds from sale of property, plant and equipment, investment properties and other assets		30			17
Acquisition of intangible assets		(14	)		(10	)
Acquisition of businesses, net of cash acquired		(32	)		(2,048	)
Disposal of business, net of cash disposed		94			—
Pre-acquisition advance to Graham Packaging		—			(20	)
Interest received		4			4
Dividends received from joint ventures		6			6
Net cash used in investing activities		(339	)		(2,388	)
Cash flows from financing activities
Drawdown of loans and borrowings:
September 2012 Credit Agreement		2,623			—
September 2012 Senior Secured Notes		3,250			—
August 2011 Credit Agreement		—			4,666
February 2012 Senior Notes		1,250			—
August 2011 Notes		—			2,482
February 2011 Notes		—			2,000
2009 Credit Agreement		—			10
Other borrowings		26			6
Repayment of loans and borrowings:
2011 Credit Agreement		(4,573	)		(12	)
2009 Credit Agreement		—			(4,168	)
2009 Notes		(768	)		—
Graham Packaging Notes		(388	)		(1,935	)
Pactiv 2012 Notes		(249	)		—
Other borrowings		(48	)		(3	)
Payment of liabilities arising from the Graham Packaging acquisition(1)		—			(252	)
Payment of transaction costs		(98	)		(209	)
Payment of finance lease liabilities		(2	)		—
Related party borrowings		(23	)		25
Dividends paid to related parties and non-controlling interests		(2	)		(2	)
Net cash from financing activities		998			2,608
Net increase (decrease) in cash and cash equivalents		1,190			383
Cash and cash equivalents at the beginning of the period		594			652
Effect of exchange rate fluctuations on cash held		20			2
Cash and cash equivalents at the end of the period		1,804			1,037
Cash and cash equivalents comprise
Cash and cash equivalents		1,807			1,046
Bank overdrafts		(3	)		(9	)
Cash and cash equivalents at the end of the period		1,804			1,037

(1) Includes amounts paid under a pre-acquisition income tax receivable agreement with certain pre-IPO shareholders that required payment as a result of the acquisition.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-7

Reynolds Group Holdings Limited

Interim unaudited condensed statements of cash flows — (Continued)

Reconciliation of the profit (loss) for the period with the net cash from operating activities

	For the nine month period ended September 30,
	2012			2011*
	(In $ million)
Profit (loss) for the period		(88	)		(387	)
Adjustments for:
Depreciation of property, plant and equipment		584			432
Depreciation of investment properties		—			1
Amortization of intangible assets		272			221
Asset impairment charges		33			10
Net foreign currency exchange loss		6			11
Change in fair value of derivatives		(19	)		25
(Gain) loss on sale of property, plant and equipment and non-current assets		—			—
Gain on sale of businesses		(66	)		(5	)
Net financial expenses		1,244			1,054
Share of profit of equity accounted investees		(19	)		(14	)
Income tax benefit		(125	)		(64	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change in trade and other receivables		(67	)		(100	)
Change in inventories		33			(327	)
Change in trade and other payables		54			79
Change in provisions and employee benefits		(27	)		(132	)
Change in other assets and liabilities		(16	)		(28	)
Net cash from operating activities		531			163

Significant non-cash financing and investing activities

During the three and nine month periods ended September 30, 2012, related party interest income of $5 million and $13 million, respectively, (three and nine month periods ended September 30, 2011: $4 million and $12 million, respectively) was capitalized as part of the non-current related party receivable balance included in other non-current receivables. Refer to note 17.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Purchasing acquisition. Refer to note 2.5.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-8

Reynolds Group Holdings Limited

Interim unaudited condensed statements of cash flows — (Continued)

Acquisitions and disposals of businesses

	For the nine month period ended September 30,
	2012						2011
	Acquisitions			Disposals			Acquisitions*			Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(32	)		80			(2,195	)		—
Net cash (bank overdraft) acquired (disposed of)		—			—			144			—
Cash received from the repayment of notes receivable for a previously disposed business		—			14			—			—
		(32	)		94			(2,051	)		—
Cash and cash equivalents, net of bank overdrafts		—			—			(144	)		—
Consideration subsequently received due to post-closing adjustments		—			—			3			—
Discharge of notes receivable relating to a previously disposed business		—			(14	)		—			—
Net assets (acquired) disposed of		(32	)		80			(2,192	)		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents		—			—			(149	)		—
Trade and other receivables		—			11			(361	)		—
Assets held for sale		—			—			(10	)		—
Derivative assets		—			—			(9	)		—
Current tax assets		—			—			(4	)		—
Inventories		—			15			(350	)		—
Deferred tax assets		—			—			(6	)		—
Property, plant and equipment		—			—			(1,526	)		—
Intangible assets (excluding goodwill)		—			—			(2,463	)		—
Goodwill		—			—			(1,754	)		—
Other current and non-current assets **		(30	)		7			(36	)		—
Investment in associates and joint venture		—			—			(1	)		—
Bank overdrafts		—			—			5			—
Trade and other payables		—			(13	)		720			—
Current tax liabilities		—			—			39			—
Borrowings		—			—			2,851			—
Deferred tax liabilities		—			—			629			—
Provisions and employee benefits		—			(6	)		233			—
Net assets (acquired) disposed of		(30	)		14			(2,192	)		—
Gain on acquisition		—			66			—			—
Non-controlling interests		(2	)		—			—			—
		(32	)		80			(2,192	)		—

Refer to note 18 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

** During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the relative size and the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated and was accounted for against other non-current assets in the Group’s consolidated financial statements.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-9

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements

For the three and nine month periods ended September 30, 2012

1.    Reporting entity

Reynolds Group Holdings Limited (the “Company”) is a company domiciled in New Zealand and registered under the Companies Act 1993.

The interim unaudited condensed financial statements of the Company as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and September 30, 2011 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the “Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of the Company is c/o: Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland 1010, New Zealand.

2.    Basis of preparation

2.1    Statement of compliance

The interim unaudited condensed financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting.” The disclosures required in these interim unaudited condensed financial statements are less extensive than the disclosure requirements for annual financial statements. The December 31, 2011 statement of financial position as presented in the interim unaudited condensed financial statements was derived from the Group’s audited financial statements for the year ended December 31, 2011, but does not include the disclosures required by IFRS as issued by the IASB.

The interim unaudited condensed financial statements comprise the statements of comprehensive income, financial position, changes in equity and cash flows as well as the relevant notes to the interim unaudited condensed financial statements.

The interim unaudited condensed financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited condensed financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2    Going concern

The interim unaudited condensed financial statements have been prepared using the going concern assumption.

2.3    Basis of measurement

The interim unaudited condensed financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan net liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

F-10

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

2.4    Presentation currency

These interim unaudited condensed financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to the preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. The change in values of certain assets resulted in changes to depreciation and amortization expense recognized in the period since acquisition. Refer to note 18.1 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 3.1(a) of the financial statements of the Group for the year ended December 31, 2011, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
	(In $ million)
As of December 31, 2011
Current assets		4,054			(9	)		4,045
Non-current assets		17,834			32			17,866
Total assets		21,888			23			21,911
Current liabilities		2,807			4			2,811
Non-current liabilities		19,258			23			19,281
Total liabilities		22,065			27			22,092
Net liabilities		(177	)		(4	)		(181	)

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 18).

The finalization of the purchase accounting had an impact on certain previously published financial statements. For 2012, profit after tax decreased by $1 million for the three month period ended March 31 and increased by $1 million for the three month period ended June 30. For 2011, profit after tax decreased by $4 million for the three and nine month periods ended September 30. The changes in profit after tax are primarily due to changes in depreciation and amortization expense and the related tax impacts. The finalization of this purchase accounting had no effect on total other comprehensive income (loss), net of income tax, for the three and nine month periods ended September 30, 2011. The finalization of this purchase accounting had no effect on the Group’s statement of cash flows, EBITDA or Adjusted EBITDA for any period.

In connection with the integration of the acquired Pactiv operations into the Reynolds Consumer Products and Pactiv Foodservice segments, the Group has completed a number of internal reorganizations which now enable these segments to report inventory transfers as inter-segment revenue and cost of sales. As a result, the

F-11

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Group revised its policy for recording inventory transfers from the Pactiv Foodservice segment to the Reynolds Consumer Products segment to present the transfers as inter-segment revenue effective in the first quarter of 2012. Prior to this, inter-segment inventory transfers had been recorded within the combined businesses’ shared balance sheet and not as inter-segment revenue. To conform to the current period presentation, information with respect to business segment reporting as presented for the three and nine month periods ended September 30, 2011 has been revised for the Pactiv Foodservice segment. As a result of this revision, inter-segment revenue of the Pactiv Foodservice segment increased by $120 million and $380 million for the three and nine month periods ended September 30, 2011, respectively, with corresponding increases in the corporate inter-segment revenue elimination. The revision had no impact on segment gross profit, profit from operating activities, EBITDA, Adjusted EBITDA and net loss for the three and nine month periods ended September 30, 2011, and no impact on the interim unaudited condensed statement of cash flows for the nine month period ended September 30, 2011.

During the three month period ended June 30, 2012, the Group made an adjustment to correct for the overstatement of a deferred tax liability. The liability should have been offset against existing unrecognized deferred tax assets within the same jurisdiction from the date certain Luxembourg entities elected to file a consolidated return in the fourth quarter of 2010. The adjustment increased income tax benefit and net profit by $3 million for the nine month period ended September 30, 2012. The adjustment had no impact on EBITDA and Adjusted EBITDA for the three and nine month periods ended September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustment did not have a material impact on any current or previously reported financial statements.

During the three month period ended June 30, 2012, the SIG segment made two cumulative adjustments to correct for the accounting for costs incurred during the construction of aseptic filler machines. In the period since May 2007, certain period costs were inappropriately capitalized rather than expensed as incurred. In addition, $27 million of cumulative expenses incorrectly recognized in cost of sales have been reclassified into general and administration. The adjustments reduced the SIG segment’s and the Group’s net income and EBITDA by $4 million and $10 million, respectively, for the nine month period ended September 30, 2012. There was no impact on Adjusted EBITDA. The adjustments reduced non-current assets and net deferred tax liabilities by $7 million and $2 million, respectively, as of September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustments did not have a material impact on any current or previously reported financial statements.

During the three month period ended September 30, 2011, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million in the three and nine month periods ended September 30, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of September 30, 2011. This adjustment had no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the three and nine month periods ended September 30, 2011, nor any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

2.6    Accounting policies and recently issued accounting pronouncements

The accounting policies applied by the Group in the interim unaudited condensed financial statements are consistent with those applied by the Group in its annual financial statements for the year ended December 31, 2011.

F-12

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Recently Issued Accounting Pronouncements

There have been no issued accounting pronouncements during the nine month period ended September 30, 2012 that significantly impact the Group.

As detailed in the Group’s financial statements for the year ended December 31, 2011, revised IAS 19 “Employee Benefits” will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

Other than the item noted above, there have been no material changes to any previously issued accounting pronouncements or to the Group’s evaluation of the related impact as disclosed by the Group in the annual financial statements for the year ended December 31, 2011.

3.    Use of estimates and judgments

In the preparation of the interim unaudited condensed financial statements, the Directors and management have made certain estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

3.1    Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Goodwill and indefinite life intangibles are tested for impairment on an annual basis or when there is an indication of impairment. Determining whether goodwill and indefinite life intangible assets are impaired requires estimation of the recoverable values of the cash generating units (“CGU”) to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the CGU being reviewed). Significant judgment is involved in estimating the fair value of a CGU. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.

The determination of the existence of an indicator of impairment requires significant judgment. When completing this evaluation, the Group considers a range of factors that influence the future maintainable earnings of the CGU. External factors considered include items such as changes in the technological, market, economic or legal environment in which the CGU operates. Internal factors include items such as operating efficiencies and cost structure that impact net cash flows or operating profit.

F-13

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Upon finalization of purchase accounting and final allocation of goodwill to the Graham Packaging segment, the Group performed an initial impairment analysis with respect to the carrying value of goodwill for the Graham Packaging segment. As a result of this initial test, which was completed within one year of the anniversary of the acquisition, no impairment charge was identified.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

3.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

3.3    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than 12 months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment.

The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a) of the annual financial statements of the Group for the year ended December 31, 2011, any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition.

4.    Seasonality and Working Capital Fluctuations

Our business is impacted by seasonal fluctuations.

SIG

SIG’s operations are moderately seasonal. SIG’s customers are principally engaged in providing products such as beverages and food that are generally less sensitive to seasonal effects, although SIG experiences some seasonality as a result of increased consumption of juices and tea during the summer months in Europe. SIG therefore typically experiences a greater level of carton sleeve sales in the second and third quarters. Sales in the fourth quarter can increase due to additional purchases by customers prior to the end of the year to achieve annual volume rebates that SIG offers.

F-14

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Evergreen

Evergreen’s operations are moderately seasonal. Evergreen’s customers are principally engaged in providing products that are generally less sensitive to seasonal effects, although Evergreen does experience some seasonality as a result of increased consumption of milk by school children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and fourth quarters when North American schools are in session.

Closures

Closures’ operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures’ customers typically begin building inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales in the second and third quarters in the Northern Hemisphere, which represented 83% of Closures’ total revenue in 2011, and in the fourth and first quarters in the Southern Hemisphere, which represented 17% of Closures’ total revenue in 2011.

Reynolds Consumer Products

Reynolds Consumer Products’ operations are moderately seasonal based on the different product lines. Sales of cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday season. Sales of waste and storage products are typically higher in the second half of the year.

Pactiv Foodservice

Pactiv Foodservice’s operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest, and the holiday season lead to increased consumption. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

Graham Packaging’s operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically the business begins to build inventory in the first and early second quarters to prepare for the summer demand.

5.    Financial risk management

5.1    Financial risk factors

Exposure to market risk (including currency risk, interest rate risk and commodity prices), credit risk and liquidity risk arises in the normal course of the Group’s business. During the nine month period ended September 30, 2012, the Group continued to apply the risk management objectives and policies which were disclosed in the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited condensed financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2011.

5.2    Liquidity risk

As described in note 14, during the nine month period ended September 30, 2012, the Group issued the February 2012 Senior Notes, the September 2012 Senior Secured Notes, and refinanced the August 2011 Credit

F-15

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Agreement. As a result of the notes issuance and other changes in borrowings, the Group’s contractual cash flows related to total borrowings as of September 30, 2012 are as follows:

	Total debt and interest		Less than one year		One to three years		Three to five years		Greater than five years
	(In $ million)
As of September 30, 2012*		27,898		1,647		2,733		4,702		18,816
As of December 31, 2011*		26,617		1,879		3,453		5,841		15,444

* The interest rates on the floating rate debt balances have been assumed to be the same as the rates as of September 30, 2012 and December 31, 2011, respectively.

Trade and other payables that are due for payment in less than one year were $1,886 million and $1,760 million as of September 30, 2012 and December 31, 2011, respectively.

Refer to note 21 for additional changes in the contractual cash flows of the Group’s other financial liabilities.

5.3    Fair value measurements recognized in the statements of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of September 30, 2012
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		2			—		2
Embedded derivatives		—		191			—		191
Total		—		193			—		193
As of December 31, 2011
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107

F-16

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

There were no transfers between any levels during the nine month period ended September 30, 2012. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these assets.

6.    Segment reporting

The Group’s reportable business segments are as follows:

• SIG — SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

• Closures — Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

• Reynolds Consumer Products — Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware.

• Pactiv Foodservice — Pactiv Foodservice is a manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers.

• Graham Packaging — Graham Packaging manufactures value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 18).

The Chief Operating Decision Maker does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses and income tax benefit and expense.

The performance of the operating segments is assessed by the Chief Operating Decision Maker based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s-length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds Consumer Products’ sales to Pactiv Foodservice which are sold at cost.

F-17

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Business segment reporting

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		519			395			320			615			859			746			—			3,454
Total inter-segment revenue		—			23			3			36			112			—			(174	)		—
Total segment revenue		519			418			323			651			971			746			(174	)		3,454
Gross profit		131			59			65			175			150			67			3			650
Expenses and other income		(31	)		(16	)		(31	)		(48	)		(79	)		(57	)		1			(261	)
Share of profit of associates and joint ventures		7			—			—			—			—			—			—			7
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Financial income																							59
Financial expenses																							(636	)
Loss before income tax																							(181	)
Income tax benefit																							85
Loss after income tax																							(96	)
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Depreciation and amortization		51			14			18			33			75			97			—			288
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52			160			146			107			4			684

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-18

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52		160			146			107		4			684
Included in EBITDA:
Asset impairment charges		—			—			—		—			6			3		—			9
Business acquisition and integration costs		—			—			—		—			2			5		—			7
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(5	)		—			—		—			—			—		—			(5	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			1			—		—			1
Non-cash pension income		—			—			—		—			—			—		(12	)		(12	)
Operational process engineering-related consultancy costs		—			—			—		1			3			—		5			9
Restructuring costs (recoveries)		—			1			—		—			2			1		(1	)		3
SEC registration costs		—			—			—		—			—			—		1			1
Unrealized gain on derivatives		(8	)		(1	)		—		(15	)		(1	)		—		—			(25	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		—			—			1		—			(3	)		—		—			(2	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		144			57			54		146			156			116		(3	)		670

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-19

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		1,506			1,175			956			1,816			2,547			2,357			—			10,357
Total inter-segment revenue		—			61			10			77			358			—			(506	)		—
Total segment revenue		1,506			1,236			966			1,893			2,905			2,357			(506	)		10,357
Gross profit		380			172			182			502			463			228			1			1,928
Expenses and other income		(198	)		(45	)		(93	)		(178	)		(194	)		(197	)		(11	)		(916	)
Share of profit of associates and joint ventures		18			1			—			—			—			—			—			19
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Financial income																							60
Financial expenses																							(1,304	)
Loss before income tax																							(213	)
Income tax benefit																							125
Loss after income tax																							(88	)
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Depreciation and amortization		162			42			54			97			213			288			—			856
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143			421			482			319			(10	)		1,887

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-20

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143		421			482			319		(10	)		1,887
Included in EBITDA:
Asset impairment charges		—			—			—		—			11			15		—			26
Business acquisition and integration costs		—			—			—		2			18			14		3			37
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(12	)		—			—		—			—			—		—			(12	)
Fixed asset write-down		10			—			—		—			—			—		—			10
Gain on sale of businesses		—			—			—		—			(66	)		—		—			(66	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			11			—		—			11
Non-cash inventory charge		—			—			—		3			6			—		—			9
Non-cash pension income		—			—			—		—			—			—		(37	)		(37	)
Operational process engineering-related consultancy costs		1			—			—		1			11			—		5			18
Restructuring costs (recoveries)		19			1			1		—			3			25		(1	)		48
SEC registration costs		—			—			—		—			—			—		7			7
Unrealized (gain) loss on derivatives		(2	)		(3	)		1		(11	)		(2	)		—		—			(17	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		(1	)		—			1		—			(5	)		—		—			(5	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		376			168			147		416			469			373		(33	)		1,916
Segment assets as of September 30, 2012		3,219			2,334			1,886		5,094			6,194			5,669		(1,521	)		22,875

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-21

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate / unallocated*†			Total
	(In $ million)
Total external revenue		512			405			352			613			931			256			—			3,069
Total inter-segment revenue		—			13			3			13			130			—			(159	)		—
Total segment revenue		512			418			355			626			1,061			256			(159	)		3,069
Gross profit		99			66			59			144			152			(1	)		(3	)		516
Expenses and other income		(61	)		(14	)		(27	)		(78	)		(103	)		(29	)		17			(295	)
Share of profit of associates and joint ventures		5			1			—			—			—			—			—			6
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Financial income																							6
Financial expenses																							(522	)
Loss before income tax																							(289	)
Income tax benefit																							6
Loss after income tax																							(283	)
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Depreciation and amortization		67			15			20			39			75			32			—			248
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		110			68			52			105			124			2			14			475
Included in EBITDA:
Asset impairment charges		—			—			—			—			4			—			—			4
Business acquisition and integration costs		—			—			—			3			15			1			2			21
Business interruption costs		2			—			—			—			—			—			—			2
Change of control payments		—			—			—			—			—			12			—			12
Equity method profit not distributed in cash		(3	)		(1	)		—			—			—			—			—			(4	)
Gain on modification of plan benefits		—			—			—			—			—			—			(18	)		(18	)
Impact of purchase price accounting on inventories		—			—			—			—			—			26			—			26
Non-cash pension income		—			—			—			1			1			—			(6	)		(4	)
Operational process engineering-related consultancy costs		—			—			—			10			3			—			—			13
Restructuring costs		—			—			2			2			7			—			1			12
SEC registration costs		—			—			—			—			—			—			1			1
Unrealized loss on derivatives		—			1			2			12			2			—			—			17
VAT and customs duties on historical imports		6			—			—			—			—			—			—			6
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		115			68			56			133			156			41			(6	)		563

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the three month period ended September 30, 2011 has been revised to conform to the presentation of the three month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-22

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate / unallocated*†			Total
	(In $ million)
Total external revenue		1,498			1,168			1,017			1,808			2,532			256			—			8,279
Total inter-segment revenue		—			29			9			43			407			—			(488	)		—
Total segment revenue		1,498			1,197			1,026			1,851			2,939			256			(488	)		8,279
Gross profit		309			161			161			427			395			(1	)		(3	)		1,449
Expenses and other income		(185	)		(43	)		(69	)		(214	)		(307	)		(29	)		(13	)		(860	)
Share of profit of associates and joint ventures		13			1			—			—			—			—			—			14
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(16	)		603
Financial income																							32
Financial expenses																							(1,086	)
Loss before income tax																							(451	)
Income tax benefit																							64
Loss after income tax																							(387	)
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(16	)		603
Depreciation and amortization		193			45			58			112			214			32			—			654
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2			(16	)		1,257

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-23

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging		Corporate / unallocated*†			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2		(16	)		1,257
Included in EBITDA:
Asset impairment charges		4			—			—			—			6			—		—			10
Business acquisition and integration costs		—			—			—			3			27			1		25			56
Business interruption costs (recoveries)		2			—			1			(1	)		—			—		—			2
Change of control payments		—			—			—			—			—			12		—			12
Equity method profit not distributed in cash		(7	)		(2	)		—			—			—			—		—			(9	)
Gain on modification of plan benefits		—			—			—			—			—			—		(18	)		(18	)
Gain on sale of businesses		—			—			(5	)		—			—			—		—			(5	)
Impact of purchase price accounting on inventories		—			—			—			—			6			26		—			32
Non-cash inventory charge		—			—			—			1			2			—		—			3
Non-cash pension expense (income)		—			—			—			2			3			—		(36	)		(31	)
Operational process engineering-related consultancy costs		—			—			—			19			12			—		3			34
Restructuring costs		1			—			3			11			46			—		19			80
SEC registration costs		—			—			—			—			—			—		2			2
Unrealized loss on derivatives		—			—			1			22			3			—		—			26
VAT and customs duties on historical imports		6			—			—			—			—			—		—			6
Other		—			—			—			—			(1	)		—		—			(1	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		336			162			150			382			406			41		(21	)		1,456
Segment assets as of December 31, 2011‡		3,218			1,398			1,774			4,916			5,892			5,755		(1,042	)		21,911

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 have been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-24

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

7.    Other income

	For the three month period ended September 30,				For the nine month period ended September 30,
	2012		2011		2012		2011
	(In $ million)
Gain on sale of businesses		—		—		66		5
Income from facility management		—		3		1		9
Income from miscellaneous services		2		—		6		—
Rental income from investment properties		—		2		1		5
Royalty income		1		2		3		3
Sale of by-products		6		8		19		23
Unrealized gains on derivatives		25		—		17		—
Other		8		9		15		23
Total other income		42		24		128		68

During the nine month period ended September 30, 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

8.    Other expenses

	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Asset impairment charges		(9	)		(4	)		(26	)		(10	)
Business acquisition and integration costs		(7	)		(21	)		(37	)		(56	)
Business interruption costs		(1	)		(2	)		(1	)		(2	)
Loss on sale of property, plant and equipment		(3	)		—			—			—
Manufacturing plant fire, net of insurance recoveries		—			—			(10	)		—
Net foreign currency exchange loss		(1	)		(3	)		(6	)		(10	)
Operational process engineering-related consultancy costs		(4	)		(13	)		(13	)		(34	)
Restructuring costs		(3	)		(12	)		(47	)		(80	)
SEC registration costs		(1	)		(1	)		(7	)		(2	)
Unrealized losses on derivatives		—			(17	)		—			(26	)
VAT and customs duties on historical imports		—			(6	)		1			(6	)
Other		—			1			(1	)		2
Total other expenses		(29	)		(78	)		(147	)		(224	)

F-25

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

9.    Financial income and expenses

			For the three month period ended September 30,						For the nine month  period ended September 30,
	Note		2012			2011			2012			2011
			(In $ million)
Interest income				2			2			5			5
Interest income on related party loans		17		5			4			13			12
Net gain in fair values of derivatives				—			—			40			—
Net foreign currency exchange gain				52			—			2			15
Financial income				59			6			60			32
Interest expense:
August 2011 Credit Agreement				(73	)		(45	)		(225	)		(90	)
2009 Credit Agreement				—			—			—			(29	)
February 2012 Senior Notes				(14	)		—			(60	)		—
August 2011 Notes				(72	)		(31	)		(180	)		(31	)
February 2011 Notes				(38	)		(38	)		(116	)		(101	)
October 2010 Notes				(62	)		(60	)		(191	)		(181	)
May 2010 Senior Notes				(21	)		(22	)		(67	)		(65	)
2009 Senior Secured Notes				(33	)		(38	)		(99	)		(111	)
2007 Notes				(24	)		(28	)		(75	)		(83	)
Pactiv 2012 Notes				—			(4	)		(3	)		(11	)
Pactiv 2017 Notes				(6	)		(6	)		(18	)		(18	)
Pactiv 2018 Notes				—			—			(1	)		(1	)
Pactiv 2025 Notes				(5	)		(5	)		(16	)		(16	)
Pactiv 2027 Notes				(4	)		(4	)		(12	)		(12	)
Graham Packaging 2014 Notes				—			(3	)		(7	)		(3	)
Graham Packaging 2017 Notes				—			(2	)		—			(2	)
Graham Packaging 2018 Notes				—			(2	)		—			(2	)
Related party borrowings				—			—			(1	)		—
Amortization of:
Debt issuance costs:
August 2011 Credit Agreement				(2	)		(1	)		(6	)		(2	)
February 2012 Senior Notes				(1	)		—			(2	)		—
August 2011 Notes				(2	)		(1	)		(5	)		(1	)
February 2011 Notes				(1	)		(1	)		(2	)		(2	)
October 2010 Notes				(3	)		(2	)		(7	)		(7	)
May 2010 Senior Notes				(1	)		(1	)		(3	)		(2	)
2009 Senior Secured Notes				(2	)		(2	)		(6	)		(6	)
2007 Notes				(1	)		(1	)		(3	)		(3	)
Fair value adjustment on acquired notes				1			3			2			7
Original issue discounts				(2	)		(1	)		(6	)		(2	)
Embedded derivatives				3			2			6			5

F-26

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

		For the three month  period ended September 30,						For the nine month  period ended September 30,
	Note	2012			2011			2012			2011
		(In $ million)
Debt commitment letter fees(c)			—			(43	)		—			(68	)
Credit agreement amendment fees			—			(11	)		—			(11	)
Net loss in fair values of derivatives			(83	)		(25	)		—			(95	)
Net foreign currency exchange loss			—			(137	)		—			—
Loss on extinguishment of debt(a)			(158	)		(5	)		(159	)		(129	)
Fair value adjustment on the 2009 Senior Secured Notes (Dollar)(b)			(26	)		—			(26	)		—
Other			(6	)		(8	)		(16	)		(14	)
Financial expenses			(636	)		(522	)		(1,304	)		(1,086	)
Net financial expenses			(577	)		(516	)		(1,244	)		(1,054	)

(a) Loss on extinguishment of debt includes early repayment penalties and the write-off of unamortized transactions costs.

(b) The fair value adjustment on the remaining 2009 Senior Secured Notes (Dollar) includes a $13 million redemption premium and $13 million of accelerated amortization of transaction costs.

(c) A debt commitment letter to fund the Graham Packaging acquisition (refer to note 18) resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed the full amount of the fees during the nine month period ended September 30, 2011.

Refer to note 14 for information on the Group’s borrowings.

10.    Income tax

	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Reconciliation of effective tax rate
Loss before income tax		(181	)		(289	)		(213	)		(451	)
Income tax benefit using the New Zealand tax rate of 28%		51			81			60			126
Effect of tax rate differences in foreign jurisdictions		26			12			40			37
Effect of tax rates in state and local tax		4			4			3			8
Non-deductible expenses and permanent differences		27			(43	)		(6	)		(50	)
Withholding tax		(4	)		(1	)		(15	)		(10	)
Tax benefit of alternative fuel mixture credits		—			—			96			—
Tax rate modifications		1			3			—			—
Recognition of previously unrecognized tax losses and temporary differences		—			(6	)		—			1
Unrecognized tax losses and temporary differences		(24	)		(47	)		(63	)		(48	)
Tax uncertainties		3			4			7			3
Controlled foreign corporation tax		—			(1	)		—			(1	)
Other		—			(1	)		2			(2	)
Over (under) provided in prior periods		1			1			1			—
Total income tax benefit		85			6			125			64

F-27

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

In May 2012, the Evergreen segment submitted a refund claim to the Internal Revenue Service (“IRS”) to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit in the nine month period ended September 30, 2012. The Group’s current income tax receivable increased by $13 million and net U.S. deferred tax liability decreased by $83 million as a result of the recognition of this tax benefit.

11.    Inventories

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
Raw materials and consumables		481			556
Work in progress		215			227
Finished goods		959			898
Engineering and maintenance materials		149			152
Provision against inventories		(68	)		(69	)
Total inventories		1,736			1,764

During the three and nine month periods ended September 30, 2012, the raw materials elements of inventory recognized as a component of cost of sales totaled $1,553 million and $4,752 million, respectively (three and nine month periods ended September 30, 2011: $1,418 million and $3,762 million, respectively).

12.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in progress		Leased assets lessor			Finance leased assets			Total
	(In $ million)
Cost		235			1,029			4,342			351		391			25			6,373
Accumulated depreciation		—			(249	)		(1,535	)		—		(195	)		(3	)		(1,982	)
Accumulated impairment losses		—			(2	)		(21	)		—		—			—			(23	)
Balance as of September 30, 2012		235			778			2,786			351		196			22			4,368
Cost		239			1,019			4,041			341		334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—		(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—		—			—			(6	)
Balance as of December 31, 2011		237			841			2,925			341		178			24			4,546

The total depreciation charge of $201 million and $584 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $195 million, nine month period: $565 million), selling, marketing and distribution expenses (three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $16 million). The total depreciation charge of $166 million and $432 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $160 million, nine month period: $414 million), selling, marketing and distribution expenses

F-28

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $15 million).

During the three and nine month periods ended September 30, 2012, $4 million and $25 million, respectively, of impairment charges were recognized (three and nine month periods ended September 30, 2011: $4 million and $6 million, respectively).

The Group leases plant and equipment under finance leases. The leased plant and equipment secures the lease obligations.

Refer to note 14 for details of security granted over property, plant and equipment and other assets.

13.    Intangible assets

	Goodwill		Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
Cost		6,313		2,060			3,777			883			218			13,251
Accumulated amortization		—		(33	)		(619	)		(192	)		(94	)		(938	)
Accumulated impairment losses		—		—			—			—			(2	)		(2	)
Balance as of September 30, 2012		6,313		2,027			3,158			691			122			12,311
Cost		6,297		2,058			3,768			1,082			241			13,446
Accumulated amortization		—		(24	)		(447	)		(321	)		(109	)		(901	)
Balance as of December 31, 2011		6,297		2,034			3,321			761			132			12,545

The total amortization charge of $87 million and $272 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $27 million, nine month period: $80 million) and general and administration expenses (three month period: $60 million, nine month period: $192 million). The total amortization charge of $82 million and $221 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $24 million, nine month period: $66 million) and general and administration expenses (three month period: $58 million, nine month period: $155 million).

13.1     Impairment testing for CGUs containing indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangible assets with indefinite useful lives and are therefore not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired. There were no indicators of impairment as of September 30, 2012.

At December 31, 2011, the Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group did perform procedures to determine whether there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging

F-29

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

As of September 30, 2012, the goodwill and indefinite life identifiable intangible assets acquired as a result of the Graham Packaging acquisition have been finalized, including the allocation of $140 million of goodwill to other business segments from the procurement synergies as a result of integrating the Graham Packaging business into the Group (refer to note 18).

The Group was required to perform an initial impairment analysis with respect to the carrying value of goodwill and other identifiable intangible assets with indefinite useful lives within the one year anniversary of the acquisition. As a result of this analysis, there was no impairment in respect of the allocated goodwill or indefinite life identifiable intangible assets.

The impairment testing for Graham Packaging’s goodwill and indefinite life identifiable intangible assets was performed by comparing the segment’s estimated fair value less cost to sell to the carrying value of net assets. The estimated fair value was determined using forecasted Adjusted EBITDA expected to be generated multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and were based on both external and internal sources. The forecasted Adjusted EBITDA was prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. In order to achieve the synergies and cost savings included in the forecasted Adjusted EBITDA, the Group expects to incur cash outlays of approximately $75 million by the end of 2013, of which $36 million have been incurred from the date of acquisition through September 30, 2012. The forecasted Adjusted EBITDA was subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiple applied was 8.5x. Costs to sell were estimated to be 2% of the fair value. No impairment charge was incurred as a result of such test.

If the forecasted Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 9% lower than those used in the impairment assessment, no impairment would need to be recognized.

The Group also performed procedures to determine whether there were any indicators that the goodwill from other business segments was impaired as a result of the allocation from the procurement synergies resulting from the Graham Packaging acquisition. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included the reviews of the business segment’s financial position and Adjusted EBITDA performance against the forecast used in the goodwill impairment analysis as of December 31, 2011. The assessments concluded that no impairment triggers existed in other business segments and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of September 30, 2012.

F-30

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

14.    Borrowings

	Note		As of September 30, 2012		As of December 31, 2011
			(In $ million)
September 2012 Credit Agreement(a)(w)				26		—
2009 Senior Secured Notes(l)(y)				360		—
August 2011 Credit Agreement(b)(x)				—		247
Pactiv 2012 Notes(o)(aa)				—		253
Non-interest bearing related party borrowings		17		1		1
Other borrowings(ac)				6		20
Current borrowings				393		521
September 2012 Credit Agreement(a)(w)				2,584		—
August 2011 Credit Agreement(b)(x)				—		4,243
September 2012 Senior Secured Notes(c)(y)				3,221		—
February 2012 Senior Notes(d)(y)				9		—
August 2011 Senior Secured Notes(e)(y)				1,470		1,468
August 2011 Senior Notes(f)(y)				2,188		972
February 2011 Senior Secured Notes(g)(y)				997		999
February 2011 Senior Notes(h)(y)				995		993
October 2010 Senior Secured Notes(i)(y)				1,475		1,473
October 2010 Senior Notes(j)(y)				1,469		1,466
May 2010 Senior Notes(k)(y)				983		980
2009 Senior Secured Notes(l)(y)				571		1,642
2007 Senior Notes(m)(z)				609		606
2007 Senior Subordinated Notes(n)(z)				531		530
Pactiv 2017 Notes(p)(aa)				312		314
Pactiv 2018 Notes(q)(aa)				17		17
Pactiv 2025 Notes(r)(aa)				269		269
Pactiv 2027 Notes(s)(aa)				197		197
Graham Packaging 2014 Notes(t)(ab)				—		367
Graham Packaging 2017 Notes(u)(ab)				—		14
Graham Packaging 2018 Notes(v)(ab)				—		19
Related party borrowings		17		—		23
Other borrowings(ac)				25		33
Non-current borrowings				17,922		16,625
Total borrowings				18,315		17,146

F-31

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(a) September 2012 Credit Agreement (current and non-current)		2,623			—
Debt issuance costs		(13	)		—
Carrying amount		2,610			—
(b) August 2011 Credit Agreement (current and non-current)		—			4,574
Debt issuance costs		—			(65	)
Original issue discount		—			(19	)
Carrying amount		—			4,490
(c) September 2012 Senior Secured Notes		3,250			—
Debt issuance costs		(51	)		—
Embedded derivative		22			—
Carrying amount		3,221			—
(d) February 2012 Senior Notes		9			—
Debt issuance costs		—			—
Embedded derivative		—			—
Carrying amount		9			—
(e) August 2011 Senior Secured Notes		1,500			1,500
Debt issuance costs		(31	)		(33	)
Original issue discount		(10	)		(11	)
Embedded derivative		11			12
Carrying amount		1,470			1,468
(f) August 2011 Senior Notes		2,241			1,000
Debt issuance costs		(58	)		(27	)
Original issue discount		(6	)		(7	)
Embedded derivative		11			6
Carrying amount		2,188			972
(g) February 2011 Senior Secured Notes		1,000			1,000
Debt issuance costs		(14	)		(15	)
Embedded derivative		11			14
Carrying amount		997			999
(h) February 2011 Senior Notes		1,000			1,000
Debt issuance costs		(15	)		(17	)
Embedded derivative		10			10
Carrying amount		995			993

F-32

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(i) October 2010 Senior Secured Notes		1,500			1,500
Debt issuance costs		(33	)		(35	)
Embedded derivative		8			8
Carrying amount		1,475			1,473
(j) October 2010 Senior Notes		1,500			1,500
Debt issuance costs		(39	)		(43	)
Embedded derivative		8			9
Carrying amount		1,469			1,466
(k) May 2010 Senior Notes		1,000			1,000
Debt issuance costs		(25	)		(28	)
Embedded derivative		8			8
Carrying amount		983			980
(l) 2009 Senior Secured Notes (current and non-current)		930			1,707
Debt issuance costs		(8	)		(59	)
Original issue discount		(5	)		(17	)
Embedded derivative		1			11
Redemption premium		13			—
Carrying amount		931			1,642
(m) 2007 Senior Notes		621			621
Debt issuance costs		(12	)		(15	)
Carrying amount		609			606
(n) 2007 Senior Subordinated Notes		543			544
Debt issuance costs		(12	)		(14	)
Carrying amount		531			530
(o) Pactiv 2012 Notes		—			249
Fair value adjustment at acquisition		—			4
Carrying amount		—			253
(p) Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		12			14
Carrying amount		312			314
(q) Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17

F-33

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(r) Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269
(s) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(t) Graham Packaging 2014 Notes		—			355
Fair value adjustment at acquisition		—			5
Embedded derivative		—			7
Carrying amount		—			367
(u) Graham Packaging 2017 Notes		—			14
Carrying amount		—			14
(v) Graham Packaging 2018 Notes		—			19
Carrying amount		—			19

(w)  September 2012 Credit Agreement

The Company and certain members of the Group are parties to an amended and restated senior secured credit agreement dated September 28, 2012 (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement (as defined below). The September 2012 Credit Agreement comprises the following term and revolving tranches:

	Currency	Maturity date	Original facility value		Value drawn or utilized at September 30, 2012		Applicable interest rate as of September 30, 2012
			(In million)		(In million)
Term Tranches
U.S. Term Loan	$	September 28, 2018		2,235		2,235		4.750	%
European Term Loan	€	September 28, 2018		300		300		5.000	%
Revolving Tranches(1)
Revolving Tranche	$	November 5, 2014		120		78		—
Revolving Tranche	€	November 5, 2014		80		15		—

(1) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, $2,235 million and €300 million of term loans were drawn under the September 2012 Credit Agreement. These proceeds, together with a portion of the proceeds of the September 2012 Senior

F-34

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Secured Notes (as defined below) and available cash of the Group, were used to fully repay and extinguish the remaining Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The remaining proceeds will be used for general corporate purposes.

The Company and certain members of the Group have guaranteed on a senior basis the obligations under the September 2012 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the September 2012 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Senior Secured Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as defined below, and together the “Secured Notes”).

Indebtedness under the September 2012 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing with the proceeds of secured term loans and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans commencing with the quarter ending December 31, 2012. Beginning with the fiscal year ending December 31, 2013, the borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met) as determined in accordance with the September 2012 Credit Agreement.

The September 2012 Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the September 2012 Credit Agreement. The Group also has a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 33.3% or less of the adjusted consolidated total assets of the Group, and the aggregate of the EBITDA of the non-guarantor companies is required to be 33.3% or less of the consolidated EBITDA of the Group, in each case calculated in accordance with the September 2012 Credit Agreement and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of September 30, 2012, the Group was in compliance with all of its covenants.

(x)  August 2011 Credit Agreement

The Company and certain members of the Group were parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as previously defined in the Group’s financial statements for the year ended December 31, 2011). For the period January 1, 2012 until the refinancing of the August 2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.

F-35

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(y)  Notes outstanding

Certain of the Group’s borrowings as of September 30, 2012 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the “Reynolds Issuers”) are defined and summarized below:

	Currency	Issue date	Principal amounts issued		Interest rate	Maturity date	Semi-annual interest payment dates
			(In million)
September 2012 Senior Secured Notes	$	September 28, 2012		3,250	5.750%	October 15, 2020	April 15 and October 15; commencing April 15, 2013
February 2012 Senior Notes(1)	$	February 15, 2012		9	9.875%	August 15, 2019	February 15 and August 15
August 2011 Senior Secured Notes	$	August 9, 2011		1,500	7.875%	August 15, 2019	February 15 and August 15
August 2011 Senior Notes(1)	$	August 9, 2011		2,241	9.875%	August 15, 2019	February 15 and August 15
February 2011 Senior Secured Notes	$	February 1, 2011		1,000	6.875%	February 15, 2021	February 15 and August 15
February 2011 Senior Notes	$	February 1, 2011		1,000	8.250%	February 15, 2021	February 15 and August 15
October 2010 Senior Secured Notes	$	October 15, 2010		1,500	7.125%	April 15, 2019	April 15 and October 15
October 2010 Senior Notes	$	October 15, 2010		1,500	9.000%	April 15, 2019	April 15 and October 15
May 2010 Senior Notes	$	May 4, 2010		1,000	8.500%	May 15, 2018	May 15 and November 15
2009 Senior Secured Notes (Dollar)(2)	$	November 5, 2009		348	7.750%	October 15, 2016	April 15 and October 15
2009 Senior Secured Notes (Euro)	€	November 5, 2009		450	7.750%	October 15, 2016	April 15 and October 15

(1) Refer to “Additional information regarding the Notes” below for details of the exchange offer for the February 2012 Senior Notes and changes in the outstanding principal amount of the February 2012 Senior Notes and August 2011 Senior Notes.

(2) On September 28, 2012, the Reynolds Issuers repurchased $777 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar). Refer to note 21 for a discussion of the redemption of the remaining outstanding principal amount of 2009 Senior Secured Notes (Dollar) on October 29, 2012.

The August 2011 Senior Secured Notes and the August 2011 Senior Notes are collectively defined as the “August 2011 Notes.” The February 2011 Senior Secured Notes and the February 2011 Senior Notes are collectively defined as the “February 2011 Notes.” The October 2010 Senior Secured Notes and the October 2010 Senior Notes are collectively defined as the “October 2010 Notes.” The 2009 Senior Secured Notes (Dollar) and the 2009 Senior Secured Notes (Euro) are collectively defined as the “2009 Senior Secured Notes.”

Assets pledged as security for loans and borrowings

The shares in Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”) (a wholly-owned subsidiary of the Company) have been pledged as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes. In addition, BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes.

F-36

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Terms governing the Notes

As used herein, “Notes” refers to the September 2012 Senior Secured Notes, the February 2012 Senior Notes, the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Senior Notes and the 2009 Senior Secured Notes, but not the 2007 Notes (as defined below).

Additional information regarding the Notes

The guarantee and security arrangements, indenture restrictions, early redemption options and change in control provisions for the September 2012 Senior Secured Notes are substantively consistent with the other series of Notes (except for the February 2012 Senior Notes), which are unchanged from December 31, 2011.

On August 10, 2012, the Reynolds Issuers consummated an exchange offer and consent solicitation for the February 2012 Senior Notes whereby (i) $1,241 million aggregate principal amount of February 2012 Senior Notes was exchanged for a corresponding aggregate principal amount of additional August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other provisions with respect to the remaining $9 million aggregate principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

SEC registrations and exchange offers

The indenture governing the September 2012 Senior Secured Notes provides that if the Reynolds Issuers fail to file and have declared effective, by September 28, 2013, a registration statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, for a registered offer to exchange the September 2012 Senior Secured Notes for new registered notes having terms substantially identical to the terms of the original September 2012 Senior Secured Notes, the Reynolds Issuers will be required to pay additional interest on the September 2012 Senior Secured Notes effective 12 months from the date of issuance of the September 2012 Senior Secured Notes, up to a maximum of 1.00% per annum for 12 months. The Group has not filed a registration statement with the SEC with respect to the September 2012 Senior Secured Notes as of the date of these financial statements.

The indentures governing the other series of Notes have similar provisions. The registration statement with respect to the 2009 Senior Secured Notes, the May 2010 Senior Notes, the October 2010 Notes, the February 2011 Notes and the August 2011 Notes was declared effective by the SEC on June 25, 2012, and the exchange offer for the new notes closed on July 25, 2012. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and the exchange offer and consent solicitation for the new notes closed on August 10, 2012. The 2007 Notes were not covered by such registration statements or the exchange offers.

Additional interest on the February 2011 Notes commenced on February 1, 2012, and ended on July 25, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011, and ended on July 25, 2012. Additional interest on the May 2010 Senior Notes commenced on May 4, 2011, and ended on May 4, 2012. For the three and nine month periods ended September 30, 2012, the Group expensed additional interest of $1 million and $3 million, respectively, related to the February 2011 Notes, $2 million and $10 million, respectively, related to the October 2010 Notes and zero and $3 million, respectively, related to the May 2010 Senior Notes. As of September 30, 2012, the accrued additional interest related to these series of notes was $6 million.

F-37

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(z)    2007 Notes

On June 29, 2007, Beverage Packaging Holdings (Luxembourg) II S.A (“BP II”) (a wholly-owned subsidiary of the Company) issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007 Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15.

The guarantee and security arrangements, indenture restrictions, and change of control provisions are unchanged from December 31, 2011.

(aa)    Pactiv Notes

As of September 30, 2012, the Group had outstanding the following notes (defined below, and together the “Pactiv Notes”) issued by Pactiv LLC (formerly Pactiv Corporation):

	Currency	Date acquired by the Group	Principal amounts outstanding	Interest rate	Maturity date	Semi-annual interest payment dates
			(In million)
Pactiv 2017 Notes	$	November 16, 2010	300	8.125%	June 15, 2017	June 15 and December 15
Pactiv 2018 Notes	$	November 16, 2010	16	6.400%	January 15, 2018	January 15 and July 15
Pactiv 2025 Notes	$	November 16, 2010	276	7.950%	December 15, 2025	June 15 and December 15
Pactiv 2027 Notes	$	November 16, 2010	200	8.375%	April 15, 2027	April 15 and October 15

The guarantee arrangements, indenture restrictions and redemption terms are unchanged from December 31, 2011.

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Pactiv 2012 Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ab)    Graham Packaging Notes

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Graham Packaging Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ac)    Other borrowings

As of September 30, 2012, in addition to the September 2012 Credit Agreement, the Notes, the 2007 Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of September 30, 2012, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes and by certain other assets. The local working capital facilities which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes rank pari passu with the obligations under the September 2012 Credit Agreement and under the Secured Notes. As of September 30, 2012, the secured facilities were utilized in the amount of $5 million (December 31, 2011: $25 million) in the form of letters of credit and bank guarantees.

Other borrowings as of September 30, 2012, also included finance lease obligations of $26 million (December 31, 2011: $28 million).

F-38

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

15.    Provisions

	Legal		Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
					(In $ million)
Current		7		2		37		26		20		92
Non-current		28		34		5		21		43		131
Balance as of September 30, 2012		35		36		42		47		63		223
Current		7		3		33		24		31		98
Non-current		33		30		3		26		42		134
Balance as of December 31, 2011		40		33		36		50		73		232

The restructuring actions across the Group have resulted in the recognition of $3 million and $48 million of restructuring expenses for the three and nine month periods ended September 30, 2012, respectively (three and nine month periods ended September 30, 2011: $12 million and $80 million, respectively). These restructuring expenses are primarily related to employee severance and have been or will be settled in cash.

Other provisions at September 30, 2012 included $15 million related to onerous lease provisions, $17 million related to warranty provisions and $7 million related to environmental remediation programs.

16.    Equity

16.1    Share capital

Number of shares	For the nine month period ended September 30, 2012		For the twelve month period ended December 31, 2011
Balance at the beginning of the period		111,000,004		111,000,004
Issue of shares		—		—
Balance		111,000,004		111,000,004

All issued ordinary shares are fully paid and have no par value.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company’s residual assets in the event of a wind-up.

16.2    Other reserves

The interim unaudited condensed statement of financial position as of September 30, 2012 presents negative equity of $211 million compared to negative equity of $181 million as of December 31, 2011. Total equity has been reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations do not change the historical carrying value of the assets and liabilities of the

F-39

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction in equity. As of September 30, 2012, the common control transactions had generated a reduction in equity of $1,561 million.

16.3    Dividends

There were no dividends declared or paid by the Company during the three and nine month periods ended September 30, 2012 or during the three and nine month periods ended September 30, 2011.

17.    Related parties

Parent and ultimate controlling party

The immediate parent of the Company is Packaging Finance Limited, the ultimate parent of the Company is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO, SIG Combibloc Obeikan Company Limited, Ducart Evergreen Packaging Ltd, and Banawi Evergreen Packaging Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the three and nine month periods ended September 30, 2012 and 2011, are detailed below:

	Transaction values									Balances outstanding as of
	For the three month period ended September 30,				For the nine month period ended September 30,
	2012		2011		2012		2011			September 30, 2012			December 31, 2011
	(In $ million)
Transactions with the immediate and ultimate parent companies
Loan payable to ultimate parent(a)		—		—		—		—			(1	)		(1	)
Transactions with joint ventures
Sale of goods(b)		54		32		134		100			43			31
Purchase of goods(b)		—		—		—		(4	)		—			—
Transactions with other related parties
Trade receivables
BPC United States Inc.											—			4
Sale of services		—		1		—		2
Carter Holt Harvey Limited											—			—
Sale of goods		—		—		—		2
Carter Holt Harvey Packaging Pty Limited											—			—
Sale of goods		—		—		—		4
Carter Holt Harvey Pulp & Paper Limited											1			—
Sale of goods		1		—		2		2
FRAM Group Operations LLC											1			1
Recharges		1		—		2		—
United Components, Inc.											—			1

F-40

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	Transaction values												Balances outstanding as of
	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011			September 30, 2012			December 31, 2011
	(In $ million)
Trade payables
Carter Holt Harvey Limited														—			(1	)
Purchase of goods		(3	)		(2	)		(8	)		(7	)
Carter Holt Harvey Pulp & Paper Limited														(3	)		(5	)
Purchase of goods		(7	)		(9	)		(22	)		(29	)
Rank Group Limited														(12	)		(47	)
Recharges(c)		(2	)		(82	)		(21	)		(111	)
Rank Group North America, Inc.														4			—
Recharges (d)		(2	)		—			(16	)		—
Loans receivable
Rank Group Limited(e)														307			271
Interest income		5			4			13			12
Loans payable
Reynolds Treasury (NZ) Limited(f)														—			(23	)
Loan advanced		—			(25	)		—			(25	)
Interest expense		—			—			(1	)		—
Receivable related to transfer of tax losses to:
Carter Holt Harvey Limited														5			5
Payable related to transfer of tax losses to:
BPC Finance (N.Z.) Limited														(4	)		(3	)
Evergreen Packaging New Zealand Limited														—			—
Transfer of tax losses		—			—			(3	)		—
Rank Group Investments Limited														(3	)		(2	)
Reynolds Packaging Group (NZ) Limited														—			—
Transfer of tax losses		—			—			(7	)		—

(a) The advance due to Packaging Holdings Limited is non-interest bearing, unsecured and repayable on demand.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) Represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to services provided.

F-41

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(e) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90-day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by the lender. During the nine month period ended September 30, 2012, interest was charged at 5.89% to 5.99% (nine month period ended September 30, 2011: 5.90% to 6.25%). The advance is unsecured and repayable on demand. This loan is subordinated on terms such that no payments can be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.

(f) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bore interest at the greater of 2% and the 3 month EURIBOR rate, plus 4.875%. The loan was repaid in June 2012.

18.    Business combinations

18.1    Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Amounts recognized on September 8, 2011(a)		Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		146		—			146
Trade and other receivables		338		(10	)		328
Inventories		300		(9	)		291
Current tax assets		3		1			4
Assets held for sale		7		—			7
Investments in associates		1		—			1
Deferred tax assets		7		(5	)		2
Property, plant and equipment		1,438		(36	)		1,402
Intangible assets (excluding goodwill)		1,679		696			2,375
Derivative assets		9		—			9
Other current and non-current assets		19		11			30

F-42

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	Amounts recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Trade and other payables		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

Acquisition costs of $2 million and $24 million are included in other expenses in the Group’s statements of comprehensive income for the three and nine month periods ended September 30, 2011, respectively.

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill, representing procurement synergies from integrating the Graham Packaging business into the Group, that was allocated to other business segments which are expected to benefit from the synergies, including $66 million to Pactiv Foodservice, $34 million to Reynolds Consumer Products, $25 million to Evergreen and $15 million to Closures. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of identifiable intangible assets	Fair value		Estimated useful lives
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

F-43

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $552 million, loss after income tax of $249 million, EBITDA of $(172) million and Adjusted EBITDA of $98 million in the three month period ended September 30, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $2,130 million, loss after income tax of $268 million, EBITDA of $43 million and Adjusted EBITDA of $388 million in the nine month period ended September 30, 2011.

18.2    Dopaco

Pre-acquisition results

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million. As reported in the annual financial statements for the year ended December 31, 2011, the allocation of the purchase price as of the date of acquisition has been finalized. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed additional revenue of $152 million, profit after income tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million in the nine month period ended September 30, 2011.

18.3    Other Acquisitions

During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated to the assets acquired and liabilities assumed. Consequently, the purchase price has been included in other non-current assets in the Group’s consolidated financial statements.

F-44

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

19.    Contingencies

Litigation and legal proceedings

In addition to the amounts recognized as a provision in note 15, the Group has contingent liabilities related to other litigation and legal proceedings. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness described in note 14.

20.    Condensed consolidating guarantor financial information

Certain of the Group’s subsidiaries have guaranteed the Group’s obligations under the Notes (as defined in note 14).

The following condensed consolidating financial information presents:

(1) The condensed consolidating statements of financial position as of September 30, 2012 and December 31, 2011 and the related statements of financial performance for the three and nine month periods ended September 30, 2012 and September 30, 2011 and cash flows for the nine month periods ended September 30, 2012 and September 30, 2011 of:

a. Reynolds Group Holdings Limited, the Parent;

b. the Reynolds Issuers;

c. the other guarantor subsidiaries;

d. the non-guarantor subsidiaries; and

e. the Group on a consolidated basis.

(2) Adjustments and elimination entries necessary to consolidate Reynolds Group Holdings Limited, the Parent, with the Issuers, the other guarantor subsidiaries and the non-guarantor subsidiaries.

The condensed consolidating statements of financial performance for the three and nine month periods ended September 30, 2012 and September 30, 2011, the condensed consolidating statements of cash flows for the nine month periods ended September 30, 2012 and September 30, 2011 and the condensed consolidating statements of financial position as of September 30, 2012 and December 31, 2011 reflect the current guarantor structure of the Group.

Each guarantor subsidiary is 100% owned by the Parent. The Notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the Notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed statements of financial performance, financial position and cash flows of each of the companies listed above, together with the condensed consolidating statements of financial performance, financial position and cash flows of guarantor and non-guarantor subsidiaries. These have been prepared under the Group’s accounting policies disclosed in the annual financial statements for the year ended December 31, 2011 which comply with IFRS with the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

F-45

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of comprehensive income

	For the three month period ended September 30, 2012
	Parent			Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			3,120			434			(100	)		3,454
Cost of sales		—			—			(2,544	)		(360	)		100			(2,804	)
Gross profit		—			—			576			74			—			650
Other income, other expenses, and share of equity method earnings, net of income tax		(98	)		—			(48	)		—			166			20
Selling, marketing and distribution expenses		—			—			(78	)		(9	)		—			(87	)
General and administration expenses		—			—			(167	)		(20	)		—			(187	)
Profit (loss) from operating activities (“EBIT”)		(98	)		—			283			45			166			396
Financial income		4			259			68			23			(295	)		59
Financial expenses		—			(399	)		(512	)		(20	)		295			(636	)
Net financial income (expenses)		4			(140	)		(444	)		3			—			(577	)
Profit (loss) before income tax		(94	)		(140	)		(161	)		48			166			(181	)
Income tax benefit (expense)		(2	)		37			59			(9	)		—			85
Profit (loss) for the period		(96	)		(103	)		(102	)		39			166			(96	)
Exchange differences on translating foreign operations		14			1			(2	)		15			(14	)		14
Total comprehensive income (loss) for the period		(82	)		(102	)		(104	)		54			152			(82	)

	For the nine month period ended September 30, 2012
	Parent			Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			9,376			1,256			(275	)		10,357
Cost of sales		—			—			(7,650	)		(1,054	)		275			(8,429	)
Gross profit		—			—			1,726			202			—			1,928
Other income, other expenses, and share of equity method earnings, net of income tax		(96	)		—			75			(6	)		27			—
Selling, marketing and distribution expenses		—			—			(235	)		(29	)		—			(264	)
General and administration expenses		—			—			(573	)		(60	)		—			(633	)
Profit (loss) from operating activities (“EBIT”)		(96	)		—			993			107			27			1,031
Financial income		12			793			—			83			(828	)		60
Financial expenses		—			(808	)		(1,241	)		(83	)		828			(1,304	)
Net financial income (expenses)		12			(15	)		(1,241	)		—			—			(1,244	)
Profit (loss) before income tax		(84	)		(15	)		(248	)		107			27			(213	)
Income tax benefit (expense)		(4	)		1			148			(20	)		—			125
Profit (loss) for the period		(88	)		(14	)		(100	)		87			27			(88	)
Exchange differences on translating foreign operations		60			—			37			(7	)		(28	)		62
Total comprehensive income (loss) for the period		(28	)		(14	)		(63	)		80			(1	)		(26	)

F-46

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of financial position

	Balance as of September 30, 2012
	Parent			Reynolds Issuers		Other guarantor entities			Non-guarantor entities		Adjustments and eliminations			Consolidated
	(In $ million)
Assets
Cash and cash equivalents		—			415		1,233			159		—			1,807
Trade and other receivables		5			—		1,279			295		—			1,579
Inventories		—			—		1,541			195		—			1,736
Intra-group receivables		—			244		—			23		(267	)		—
Other assets		—			36		89			27		—			152
Total current assets		5			695		4,142			699		(267	)		5,274
Investments in subsidiaries, associates and joint ventures (equity method)		—			—		1,360			129		(1,356	)		133
Property, plant and equipment		—			—		3,701			667		—			4,368
Investment properties		—			—		32			—		—			32
Intangible assets		—			—		11,855			456		—			12,311
Intra-group receivables		16			13,477		540			1,214		(15,247	)		—
Other assets		307			182		229			39		—			757
Total non-current assets		323			13,659		17,717			2,505		(16,603	)		17,601
Total assets		328			14,354		21,859			3,204		(16,870	)		22,875
Liabilities
Trade and other payables		12			246		1,309			319		—			1,886
Borrowings		1			360		29			3		—			393
Intra-group payables		—			—		267			—		(267	)		—
Other liabilities		8			—		407			53		—			468
Total current liabilities		21			606		2,012			375		(267	)		2,747
Borrowings		—			13,378		3,404			1,140		—			17,922
Intra-group liabilities		538			219		14,703			325		(15,785	)		—
Other liabilities		—			25		2,282			110		—			2,417
Total non-current liabilities		538			13,622		20,389			1,575		(15,785	)		20,339
Total liabilities		559			14,228		22,401			1,950		(16,052	)		23,086
Net assets (liabilities)		(231	)		126		(542	)		1,254		(818	)		(211	)
Equity
Equity attributable to equity holder of the Group		(231	)		126		(542	)		1,254		(838	)		(231	)
Non-controlling interests		—			—		—			—		20			20
Total equity (deficit)		(231	)		126		(542	)		1,254		(818	)		(211	)

F-47

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of cash flows

	For the nine month period ended September 30, 2012
	Parent		Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Net cash from operating activities		—		(434	)		445			18			502			531
Net cash from investing activities		—		(2,817	)		(346	)		(53	)		2,877			(339	)
Included in investing activities:
Acquisition of property, plant and equipment and investment properties		—		—			(347	)		(80	)		—			(427	)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets and other assets		—		—			30			—			—			30
Disposal of business, net of cash disposed		—		—			94			—			—			94
Net related party (advances) repayments		—		(3,268	)		(81	)		(30	)		3,379			—
Net cash from financing activities		—		3,666			654			57			(3,379	)		998
Included in financing activities:
Drawdown of loans and borrowings		—		4,500			2,623			26			—			7,149
Repayment of loans and borrowings		—		(768	)		(5,210	)		(48	)		—			(6,026	)
Payment of liabilities arising from the Graham Packaging acquisition		—		—			—			—			—			—
Net related party borrowings (repayments)		—		—			3,275			81			(3,379	)		(23	)
Payment of transaction costs		—		(66	)		(32	)		—			—			(98	)

F-48

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of comprehensive income

	For the three month period ended September 30, 2011*
	Parent			Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			2,850			302			(83	)		3,069
Cost of sales		—			—			(2,376	)		(260	)		83			(2,553	)
Gross profit		—			—			474			42			—			516
Other income, other expenses, and share of equity method earnings, net of income tax		(287	)		—			(67	)		(2	)		308			(48	)
Selling, marketing and distribution expenses		—			—			(89	)		(9	)		—			(98	)
General and administration expenses		—			—			(130	)		(13	)		—			(143	)
Profit (loss) from operating activities (“EBIT”)		(287	)		—			188			18			308			227
Financial income		4			164			2			28			(192	)		6
Financial expenses		1			(214	)		(470	)		(31	)		192			(522	)
Net financial income (expenses)		5			(50	)		(468	)		(3	)		—			(516	)
Profit (loss) before income tax		(282	)		(50	)		(280	)		15			308			(289	)
Income tax benefit (expense)		(1	)		18			(5	)		(6	)		—			6
Profit (loss) for the period		(283	)		(32	)		(285	)		9			308			(283	)
Exchange differences on translating foreign operations		25			15			57			72			(144	)		25
Total comprehensive income (loss) for the period		(258	)		(17	)		(228	)		81			164			(258	)

	For the nine month period ended September 30, 2011*
	Parent			Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			7,733			782			(236	)		8,279
Cost of sales		—			—			(6,411	)		(655	)		236			(6,830	)
Gross profit		—			—			1,322			127			—			1,449
Other income, other expenses, and share of equity method earnings, net of income tax		(395	)		—			(175	)		—			428			(142	)
Selling, marketing and distribution expenses		—						(240	)		(26	)		—			(266	)
General and administration expenses		(2	)		—			(407	)		(29	)		—			(438	)
Profit (loss) from operating activities (“EBIT”)		(397	)		—			500			72			428			603
Financial income		13			465			20			87			(553	)		32
Financial expenses		—			(585	)		(953	)		(101	)		553			(1,086	)
Net financial income (expenses)		13			(120	)		(933	)		(14	)		—			(1,054	)
Profit (loss) before income tax		(384	)		(120	)		(433	)		58			428			(451	)
Income tax benefit (expense)		(3	)		42			47			(22	)		—			64
Profit (loss) for the period		(387	)		(78	)		(386	)		36			428			(387	)
Exchange differences on translating foreign operations		(90	)		49			(87	)		120			(82	)		(90	)
Total comprehensive income (loss) for the period		(477	)		(29	)		(473	)		156			346			(477	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three and nine month periods ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

F-49

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of financial position

	Balance as of December 31, 2011*
	Parent			Reynolds Issuers		Other guarantor entities			Non-guarantor entities		Adjustments and eliminations			Consolidated
	(In $ million)
Assets
Cash and cash equivalents		—			—		461			136		—			597
Trade and other receivables		5			—		1,261			243		—			1,509
Inventories		—			—		1,568			196		—			1,764
Intra-group receivables		—			234		—			4		(238	)		—
Other assets		—			—		143			32		—			175
Total current assets		5			234		3,433			611		(238	)		4,045
Investments in subsidiaries, associates and joint ventures (equity method)		—			—		1,352			116		(1,349	)		119
Property, plant and equipment		—			—		3,893			653		—			4,546
Investment properties		—			—		29			—		—			29
Intangible assets		—			—		12,076			469		—			12,545
Intra-group receivables		16			10,042		269			1,196		(11,523	)		—
Other assets		271			116		199			41		—			627
Total non-current assets		287			10,158		17,818			2,475		(12,872	)		17,866
Total assets		292			10,392		21,251			3,086		(13,110	)		21,911
Liabilities
Trade and other payables		11			236		1,255			258		—			1,760
Borrowings		1			—		503			17		—			521
Intra-group payables		—			—		238			—		(238	)		—
Other liabilities		4			—		461			65		—			530
Total current liabilities		16			236		2,457			340		(238	)		2,811
Borrowings		—			9,993		5,491			1,141		—			16,625
Intra-group liabilities		479			23		11,248			252		(12,002	)		—
Other liabilities		—			—		2,534			122		—			2,656
Total non-current liabilities		479			10,016		19,273			1,515		(12,002	)		19,281
Total liabilities		495			10,252		21,730			1,855		(12,240	)		22,092
Net assets (liabilities)		(203	)		140		(479	)		1,231		(870	)		(181	)
Equity
Equity attributable to equity holder of the Group		(203	)		140		(479	)		1,231		(892	)		(203	)
Non-controlling interests		—			—		—			—		22			22
Total equity (deficit)		(203	)		140		(479	)		1,231		(870	)		(181	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

F-50

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Condensed consolidating statement of cash flows

	For the nine month period ended September 30, 2011
	Parent		Reynolds Issuers			Other guarantor entities			Non-guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Net cash from operating activities		—		(318	)		63			70			348			163
Net cash from investing activities		—		(4,134	)		(2,392	)		(2	)		4,140			(2,388	)
Included in investing activities:
Acquisition of property, plant and equipment and investment properties		—		—			(283	)		(54	)		—			(337	)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets and other assets		—		—			14			3			—			17
Acquisition of businesses, net of cash acquired		—		—			(2,048	)		—			—			(2,048	)
Net related party (advances) repayments		—		(4,427	)		(52	)		(9	)		4,488			—
Net cash from financing activities		—		4,445			2,646			5			(4,488	)		2,608
Included in financing activities:
Drawdown of loans and borrowings		—		4,482			4,676			6			—			9,164
Repayment of loans and borrowings		—		—			(6,115	)		(3	)		—			(6,118	)
Payment of liabilities arising from the Graham Packaging acquisition		—		—			(252	)		—			—			(252	)
Net related party borrowings (repayments)		—		48			4,436			4			(4,488	)		—
Payment of transaction costs		—		(85	)		(124	)		—			—			(209	)

21.    Subsequent events

On October 29, 2012, the Reynolds Issuers redeemed the remaining $348 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) that were outstanding on September 30, 2012.

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional

F-51

Reynolds Group Holdings Limited

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes (Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

The terms of the instruments governing our indebtedness permit us to pay management fees for management, consulting, monitoring and advisory services. Prior to December 2012, no management fees had been charged to the Company. On December 20, 2012, the Company paid a management fee of $32 million to Rank Group Limited.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to September 30, 2012 which would require accrual or disclosure in these financial statements.

F-52

Reynolds Group Holdings Limited

Financial statements for the period ended

December 31, 2011

F-53

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of Reynolds Group Holdings Limited:

In our opinion, the accompanying statements of financial position and the related statements of comprehensive income, statements of changes in equity and statements of cash flows present fairly, in all material respects, the financial position of Reynolds Group Holdings Limited and its subsidiaries (the “Company”) at December 31, 2011 and December 31, 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Chicago, Illinois

December 20, 2012

F-54

Reynolds Group Holdings Limited

Statements of comprehensive income

				For the period ended December 31,
	Note			2011*			2010			2009
	(In $ million)
Revenue		7			11,789			6,774			5,910
Cost of sales		*	*		(9,725	)		(5,524	)		(4,691	)
Gross profit					2,064			1,250			1,219
Other income		8			87			102			201
Selling, marketing and distribution expenses		*	*		(347	)		(231	)		(211	)
General and administration expenses		*	*		(628	)		(392	)		(366	)
Other expenses		10			(268	)		(80	)		(96	)
Share of profit of associates and joint ventures, net of income tax		23			17			18			11
Profit from operating activities					925			667			758
Financial income		12			22			66			21
Financial expenses		12			(1,420	)		(752	)		(513	)
Net financial expenses					(1,398	)		(686	)		(492	)
Income (loss) before income tax					(473	)		(19	)		266
Income tax benefit (expense)		13			56			(78	)		(149	)
Profit (loss) for the period					(417	)		(97	)		117
Other comprehensive income (loss) for the period, net of income tax
Cash flow hedges					—			—			12
Exchange differences on translating foreign operations					(26	)		243			(29	)
Transfers from foreign currency translation reserve to profit and loss					—			49			—
Total other comprehensive income (loss) for the period, net of income tax		14			(26	)		292			(17	)
Total comprehensive income (loss) for the period					(443	)		195			100
Profit (loss) attributable to:
Equity holder of the Group					(419	)		(97	)		117
Non-controlling interests					2			—			—
					(417	)		(97	)		117
Total other comprehensive income (loss) attributable to:
Equity holder of the Group					(25	)		293			(17	)
Non-controlling interests					(1	)		(1	)		—
					(26	)		292			(17	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** For information on expenses by nature, refer to notes 9, 11, 16, 18, 19, 22 and 34.

The statements of comprehensive income should be read in conjunction with the notes to the financial statements.

F-55

Reynolds Group Holdings Limited

Statements of financial position

		As of December 31,
	Note	2011*			2010
		(In $ million)
Assets
Cash and cash equivalents	15		597			664
Trade and other receivables	16		1,509			1,150
Inventories	18		1,764			1,281
Current tax assets	21		39			109
Assets held for sale	17		70			18
Derivatives	29		1			12
Other assets			65			62
Total current assets			4,045			3,296
Non-current receivables	16		326			303
Investments in associates and joint ventures	23		119			110
Deferred tax assets	21		29			23
Property, plant and equipment	19		4,546			3,266
Investment properties	20		29			68
Intangible assets	22		12,545			8,748
Derivatives	29		122			87
Other assets			150			75
Total non-current assets			17,866			12,680
Total assets			21,911			15,976
Liabilities
Bank overdrafts			3			12
Trade and other payables	24		1,760			1,246
Liabilities directly associated with assets held for sale	17		20			—
Borrowings	25		521			141
Current tax liabilities	21		165			146
Derivatives	29		16			1
Employee benefits	26		228			195
Provisions	27		98			74
Total current liabilities			2,811			1,815
Non-current payables	24		38			9
Borrowings	25		16,625			11,701
Deferred tax liabilities	21		1,548			1,130
Employee benefits	26		936			971
Provisions	27		134			86
Total non-current liabilities			19,281			13,897
Total liabilities			22,092			15,712
Net assets (liabilities)			(181	)		264
Equity (deficit)
Share capital	28		1,695			1,695
Reserves	28		(1,217	)		(1,192	)
Accumulated losses			(681	)		(262	)
Equity (deficit) attributable to equity holder of the Group			(203	)		241
Non-controlling interests			22			23
Total equity (deficit)			(181	)		264

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of financial position should be read in conjunction with the notes to the financial statements.

F-56

Reynolds Group Holdings Limited

Statements of changes in equity

	Note		Share capital			Translation of foreign operations			Other reserves			Hedge reserve			Accumulated losses			Equity (deficit) attributable to equity holder of the Group			Non- controlling interests			Total
	(In $ million)
Balance at the beginning of the period (January 1, 2009)				1,092			105			71			(12	)		(246	)		1,010			17			1,027
Issue of shares (net of issue costs)		28		1,670			—			—			—			—			1,670			—			1,670
Total comprehensive income for the period:
Profit after tax				—			—			—			—			117			117			—			117
Exchange differences on translating foreign operations				—			(29	)		—			—			—			(29	)		—			(29	)
Cash flow hedges				—			—			—			12			—			12			—			12
Total comprehensive income for the period				—			(29	)		—			12			117			100			—			100
Common control transactions		32		(1,108	)		—			(584	)								(1,692	)					(1,692	)
Dividends paid to non-controlling interests				—			—			—			—			—			—			(1	)		(1	)
Balance as of December 31, 2009				1,654			76			(513	)		—			(129	)		1,088			16			1,104
Balance at the beginning of the period (January 1, 2010)				1,654			76			(513	)		—			(129	)		1,088			16			1,104
Issue of shares (net of issue costs)		28		947			—			—						—			947			—			947
Total comprehensive income for the period:
Loss after tax				—			—			—			—			(97	)		(97	)		—			(97	)
Exchange differences on translating foreign operations				—			293			—			—			—			293			(1	)		292
Total comprehensive income for the period				—			293			—			—			(97	)		196			(1	)		195
Common control transactions		32		(906	)		—			(1,048	)		—			—			(1,954	)		—			(1,954	)
Purchase of non-controlling interest				—			—			—			—			3			3			(5	)		(2	)
Non-controlling interests acquired through business combinations				—			—			—			—			—			—			18			18
Disposal of business				—			—			—			—			—			—			(3	)		(3	)
Dividends paid		28		—			—			—			—			(39	)		(39	)		(2	)		(41	)
Balance as of December 31, 2010				1,695			369			(1,561	)		—			(262	)		241			23			264
Balance at the beginning of the period (January 1, 2011)				1,695			369			(1,561	)					(262	)		241			23			264
Total comprehensive loss for the period:
Loss after tax				—			—			—			—			(419	)		(419	)		2			(417	)
Exchange differences on translating foreign operations*				—			(25	)		—			—			—			(25	)		(1	)		(26	)
Total comprehensive loss for the period*				—			(25	)		—			—			(419	)		(444	)		1			(443	)
Dividends paid				—			—			—			—			—			—			(2	)		(2	)
Balance as of December 31, 2011*				1,695			344			(1,561	)		—			(681	)		(203	)		22			(181	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of changes in equity should be read in conjunction with the notes to the financial statements.

F-57

Reynolds Group Holdings Limited

Statements of cash flows

			For the period ended December 31,
	Note		2011			2010			2009
			(In $ million)
Cash flows from operating activities
Cash received from customers				11,486			6,798			6,081
Cash paid to suppliers and employees				(9,868	)		(5,635	)		(4,941	)
Interest paid				(1,003	)		(451	)		(262	)
Income taxes paid, net of refunds received				(88	)		(125	)		(108	)
Change of control payment and other acquisition costs				(84	)		(181	)		—
Payment to related party for use of tax losses				—			(23	)		—
Net cash from operating activities				443			383			770
Cash flows used in investing activities
Purchase of Whakatane Mill				—			(46	)		—
Acquisition of property, plant and equipment and investment properties				(511	)		(319	)		(244	)
Proceeds from sale of property, plant and equipment, investment properties and other assets				71			32			41
Acquisition of intangible assets				(9	)		(18	)		(48	)
Acquisition of businesses, net of cash acquired		33		(2,048	)		(4,386	)		4
Disposal of businesses, net of cash disposed				—			33			—
Disposal of other investments				—			10			4
Pre-acquisition advance to Graham Packaging				(20	)		—			—
Receipt of related party advances				—			97			103
Interest received				7			5			4
Dividends received from joint ventures				8			4			1
Net cash used in investing activities				(2,502	)		(4,588	)		(135	)
Cash flows from (used in) financing activities
Acquisitions of business under common control				—			(1,958	)		(1,687	)
Drawdown of loans and borrowings:
August 2011 Credit Agreement				4,666			—			—
August 2011 Notes				2,482			—			—
February 2011 Notes				2,000
October 2010 Notes				—			3,000			—
May 2010 Notes				—			1,000			—
2009 Notes				—			—			1,789
2009 Credit Agreement				10			2,820			1,404
Other borrowings				13			2			100
Repayment of loans and borrowings:
2011 Credit Agreement				(75	)		—			—
2009 Credit Agreement				(4,168	)		(38	)		—
Graham Packaging borrowings acquired		33		(1,935	)		—			—
Graham Packaging 2017 Notes				(239	)		—			—
Graham Packaging 2018 Notes				(231	)		—			—
Pactiv borrowings acquired				—			(397	)		—
Blue Ridge Facility				—			(43	)		—
2008 Reynolds Senior Credit Facilities				—			—			(1,500	)
2007 SIG Senior Credit Facilities				—			—			(742	)
CHH Facility				—			—			(13	)
Other borrowings				(4	)		(4	)		(127	)
Payment of liabilities arising from Graham Packaging Acquisition				(252	)		—			—
Premium on Graham Packaging 2017 and 2018 Notes				(5	)		—			—
Proceeds from issues of share capital				—			322			578
Proceeds from related party borrowings				25			—			68
Repayment of related party borrowings				—			—			(180	)
Payment of transaction costs				(279	)		(317	)		(190	)
Purchase of non-controlling interests				—			(3	)		—
Dividends paid to related parties and non-controlling interests				(2	)		(39	)		(1	)
Net cash from (used in) financing activities				2,006			4,345			(501	)
Net increase (decrease) in cash and cash equivalents				(53	)		140			134
Cash and cash equivalents at the beginning of the period				652			514			383
Effect of exchange rate fluctuations on cash held				(5	)		(2	)		(3	)
Cash and cash equivalents as of December 31				594			652			514
Cash and cash equivalents comprise
Cash and cash equivalents				597			664			515
Bank overdrafts				(3	)		(12	)		(1	)
Cash and cash equivalents as of December 31				594			652			514

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-58

Reynolds Group Holdings Limited

Statements of cash flows (Continued)

Reconciliation of the profit for the period with the net cash from operating activities

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Profit (loss) for the period		(417	)		(97	)		117
Adjustments for:
Depreciation of property, plant and equipment		650			317			331
Depreciation of investment properties		1			2			2
Asset impairment charges		12			29			13
Amortization of intangible assets		321			185			169
Net foreign currency exchange loss		7			3			3
Change in fair value of derivatives		26			(4	)		(129	)
Loss (gain) on sale of property, plant and equipment and non-current assets		1			(5	)		(4	)
Gains on sale of businesses and investment properties		(5	)		(16	)		—
CSI Americas gain on acquisition		—			(10	)		—
Net financial expenses		1,398			686			492
Share of profit of equity accounted investees		(17	)		(18	)		(11	)
Income tax (benefit) expense		(56	)		78			149
Interest paid		(1,003	)		(451	)		(262	)
Income taxes paid, net of refunds received		(88	)		(125	)		(108	)
Change in trade and other receivables		(56	)		(45	)		(43	)
Change in inventories		(171	)		41			92
Change in trade and other payables		(6	)		13			(24	)
Change in provisions and employee benefits		(154	)		(202	)		6
Change in other assets and liabilities		—			2			(23	)
Net cash from operating activities		443			383			770

Significant non-cash financing and investing activities

During the period ended December 31, 2011, related party interest income of $16 million (2010: $14 million; 2009: $12 million) was capitalized as part of the non-current related party receivable balance. Refer to note 30.

During the period ended December 31, 2010, Evergreen Packaging Inc. (“EPI”) issued shares to Evergreen Packaging US, its parent company at the time of issue, in exchange for the novation of external borrowings, net of debt issue costs, in amounts of CA$30 million ($29 million), NZ$776 million ($568 million) and $28 million.

During the period ended December 21, 2009, the Company issued shares in exchange for the repayment of certain related party borrowings in the amount of NZ$60 million ($41 million). Further, the Company issued shares in exchange for the novation of certain related party borrowings in the amount of NZ$1,047 million ($749 million).

During the period ended December 31, 2009, Evergreen Packaging International B.V.’s (“EPIBV”) parent company at the time, Evergreen Packaging (Antiilles) N.V., contributed €47 million ($61 million) as a non-stipulated share premium without the issuance of shares.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-59

Reynolds Group Holdings Limited

Statements of cash flows (Continued)

Acquisitions and disposals of businesses

	For the period ended December 31,
	2011					2010						2009
	Acquisitions*			Disposals		Acquisitions			Disposals			Acquisitions**		Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(2,192	)		—		(4,488	)		33			4		—
Net cash (bank overdraft) acquired (disposed of)		144			—		102			—			—		—
Consideration received, satisfied in notes receivable		—			—		—			14			—		—
Consideration subject to post-closing adjustments**		—			—		—			1			3		—
		(2,048	)		—		(4,386	)		48			7		—
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Net gain on sale before reclassification from foreign currency translation reserve		—			—		—			(10	)		—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Net assets (acquired) disposed of		(2,192	)		—		(4,488	)		39			7		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Trade and other receivables		(361	)		—		(475	)		12			—		—
Current tax assets		(4	)		—		(49	)		—			—		—
Assets held for sale		(10	)		—		—			—			—		—
Inventories		(350	)		—		(557	)		8			—		—
Derivative assets		(9	)		—		—			—			—		—
Deferred tax assets		(6	)		—		(38	)		—			—		—
Property, plant and equipment		(1,526	)		—		(1,443	)		23			—		—
Intangible assets (excluding goodwill)		(2,463	)		—		(2,719	)		—			—		—
Goodwill		(1,754	)		—		(2,931	)		—			7		—
Other current and non-current assets		(36	)		—		(60	)		—			—		—
Investment in associates and joint ventures		(1	)		—		—			3			—		—
Trade and other payables		720			—		425			(8	)		—		—
Current tax liabilities		39			—		—			—			—		—
Loans and borrowings		2,851			—		1,485			—			—		—
Deferred tax liabilities		629			—		877			—			—		—
Provisions and employee benefits		233			—		1,071			—			—		—
Net assets (acquired)/disposed of		(2,192	)		—		(4,516	)		38			7		—
Gain on acquisition		—			—		10			—			—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Non-controlling interests		—			—		18			—			—		—
		(2,192	)		—		(4,488	)		39			7		—

Refer to note 33 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** The cash paid in 2009 was for the post-closing adjustments relating to the acquisition of CSI Guadalajara.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-60

Reynolds Group Holdings Limited

Notes to the financial statements

For the period ended December 31, 2011

1.    Reporting entity

Reynolds Group Holdings Limited (the “Company”) is a company domiciled in New Zealand and registered under the Companies Act 1993.

The financial statements of Reynolds Group Holdings Limited as of and for the period ended December 31, 2011, comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as “the Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of the Company is c/o: Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand.

2.    Basis of preparation

The financial statements as of and for the year ended December 31, 2011 have been revised to reflect the finalization of the purchase accounting related to the acquisition of Graham Packaging. Refer to note 2.6 and note 33 for further information.

2.1    Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and “IFRIC Interpretations” as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2    Going concern

The financial statements have been prepared using the going concern assumption.

The statement of financial position as of December 31, 2011 presents negative equity of $181 million compared to positive equity of $264 million as of December 31, 2010. The movement to negative equity is primarily attributable to the current period loss. The total equity was reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations do not change the historical carrying value of the assets and liabilities of the businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction to equity. As of December 31, 2011, the common control transactions had generated a cumulative reduction to equity of $1,561 million.

2.3    Basis of measurement

The financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

F-61

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

2.    Basis of preparation (continued)

Information disclosed in the statement of comprehensive income, statement of changes in equity and statement of cash flows for the current period is for the twelve month period ended December 31, 2011. Information for the comparative periods is for the twelve month periods ended December 31, 2010 and December 31, 2009.

2.4    Presentation currency

These financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

The preparation of financial statements requires the Directors and management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

Information about the significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is described in note 4.

2.6    Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to the preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. Refer to note 33 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 4.4, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
	(In $ million)
As of December 31, 2011
Current assets		4,054			(9	)		4,045
Non-current assets		17,834			32			17,866
Total assets		21,888			23			21,911
Current liabilities		2,807			4			2,811
Non-current liabilities		19,258			23			19,281
Total liabilities		22,065			27			22,092
Net liabilities		(177	)		(4	)		(181	)

F-62

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

2.    Basis of preparation (continued)

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 33).

The finalization of this purchase accounting increased total other comprehensive loss, net of income tax, by $4 million for the period ended December 31, 2011. However, the finalization of this purchase accounting had no effect on the Group’s profit after tax, statement of cash flows, EBITDA or Adjusted EBITDA for the period ended December 31, 2011.

During the year, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan asset existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million for the period ended December 31, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of December 31, 2011. This adjustment has no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the period ended December 31, 2011, or any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

As disclosed in note 32, indirect subsidiaries of the Company acquired the business operations of the Closures segment and the Reynolds consumer products business on November 5, 2009. On May 4, 2010, indirect subsidiaries of the Company acquired the business operations of Evergreen. On September 1, 2010 indirect subsidiaries of the Company acquired the business operations of the Reynolds foodservice packaging business. Prior to these transactions, these businesses were under the common ownership of the ultimate sole shareholder, Mr. Graeme Hart. This type of transaction is defined as a business combination under common control, which falls outside of the scope of IFRS 3 (revised) “Business Combinations.” In accordance with the Group’s accounting policy for business combinations under common control, as outlined in note 3.1(d), the Group has compiled the comparative financial information as if the acquisition transactions had occurred from the earliest point that common control commenced.

3.    Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements by all Group entities.

3.1    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control exists when the parent of the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date control (or effective control) commences until the date that control ceases.

The Group has adopted IFRS 3 (revised) “Business Combinations” and IAS 27 “Consolidated and Separate Financial Statements” (2008) for each acquisition or business combination occurring on or after January 1, 2010. All business combinations occurring on or after January 1, 2010 are accounted for using the acquisition method, while those prior to this date are accounted for using the purchase method.

The acquisition method of accounting is used to account for the acquisition of third party subsidiaries and businesses by the Group for transactions completed on or after January 1, 2010. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the

F-63

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

The purchase method of accounting is used to account for the acquisition of subsidiaries and businesses by the Group for transactions completed prior to January 1, 2010. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any minority interests. Final values for a business combination are determined within twelve months of the date of the acquisition.

Refer to note 33 for disclosure of acquisitions in the current and comparative financial periods.

(b)    Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies (generally accompanying a shareholding of between 20% and 50% of the voting rights). Investments in associates are accounted for using the equity method of accounting (equity accounted investees) and are initially recognized at cost. Investments in associates include goodwill identified on acquisition, net of accumulated impairment losses (if any).

The Group’s share of its associates’ post-acquisition profits or losses and movements in other comprehensive income is recognized in the Group’s statement of comprehensive income after adjustments (as required) are made to align the accounting policies of the associate with those of the Group. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has a financial obligation or has made payments on behalf of the investee.

(c)    Joint Ventures

Joint ventures are those operations, entities or assets in which the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Interests in jointly controlled entities are accounted for using the equity method of accounting (as described in note 3.1(b)).

Interests in jointly controlled assets and operations are reported in the financial statements by including the Group’s share of assets employed in the joint venture, the share of liabilities incurred in relation to the joint venture and the share of any expenses incurred in relation to the joint venture in their respective classification categories. Movements in reserves of joint ventures attributable to the Group are recognized in other comprehensive income in the statement of comprehensive income.

F-64

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(d)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Certain transactions between entities that are under common control may not be transacted on an arm’s length basis. Any gains or losses on these types of transactions are recognized directly in equity. Examples of such transactions include but are not limited to:

• debt forgiveness transactions;

• transfer of assets for greater than or less than fair value; and

• acquisition or disposal of subsidiaries for no consideration or consideration greater than or less than fair value.

Acquisitions of entities under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the issued capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve;

• the financial statements incorporate the acquired entities’ results as if the acquirer and the acquiree had always been combined; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e. from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(e)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same manner as gains, but only to the extent that there is no evidence of impairment.

(f)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

F-65

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

3.2    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is NZ$.

(b)    Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated to the functional currency of the respective entities at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency of the respective entities at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation are recognized in the statement of comprehensive income as a component of the profit or loss, except for differences arising on the translation of available-for-sale equity instruments or a financial liability designated as a hedge of the net investment in a foreign operation (refer to (c) below).

(c)    Foreign operations

The results and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group’s presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities and of borrowings and other currency instruments designated as hedges of such investments are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as a component of the profit or loss as part of the gain or loss on the sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated on this basis.

3.3    Non-derivative financial instruments

Non-derivative financial instruments comprise cash and cash equivalents, receivables, available-for-sale financial assets, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

F-66

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through the profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired.

(a)    Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included within borrowings and are classified as current liabilities on the statement of financial position except if these are repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, overdrafts are included as a component of cash and cash equivalents.

(b)    Financial instruments at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on the instrument’s fair value. Upon initial recognition (at the trade date) attributable transaction costs are recognized in the statement of comprehensive income as a component of the profit or loss. Subsequent to initial recognition, financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in the statement of comprehensive income as a component of the profit or loss.

(c)    Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for instruments with maturities greater than twelve months from the reporting date, which are classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables (including related party receivables) which are stated at their cost less impairment losses.

(d)    Other liabilities

Other liabilities comprise all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group’s other liabilities comprise trade and other payables and interest bearing borrowings, including those with related parties. The Group’s other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

F-67

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are measured at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing loans and borrowings are measured at amortized cost using the effective interest method.

3.4    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

Derivative financial instruments are initially recognized at fair value (which includes consideration of credit risk where applicable), and transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of the profit or loss unless the derivative financial instruments qualify for hedge accounting. If a derivative financial instrument qualifies for hedge accounting, recognition of any resulting gain or loss depends on the nature of the hedging relationship (see below).

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists.

Derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

(a)    Cash flow hedges

Changes in the fair value of a derivative financial instrument designated as a cash flow hedge are recognized directly in equity as a component of other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of comprehensive income as a component of the profit or loss for the period.

If a hedging instrument no longer meets the criteria for hedge accounting or it expires, is sold, terminated or exercised, then hedge accounting is discontinued prospectively. At this point in time, the cumulative gain or loss previously recognized in equity remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in equity is transferred to the carrying amount of the asset when it is recognized. In all other cases the amount recognized in equity is transferred within the statement of comprehensive income in the same period that the hedged item affects this statement and is recognized as part of financial income or expenses. If the forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred within the statement of comprehensive income and is recognized as part of financial income or expenses in the profit or loss.

(b)    Fair value hedges

Changes in the fair value of a derivative financial instrument designated as a fair value hedge are recognized in the statement of comprehensive income as a component of the profit or loss in financial income or expenses together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk.

F-68

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(c)    Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of the profit or loss.

3.5    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

3.6    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (if any).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of property, plant and equipment acquired in a business combination is determined by reference to its fair value at the date of acquisition (refer to note 3.1(a)). The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

F-69

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property at its carrying value at the date of transfer.

(d)    Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of an item of property, plant and equipment are capitalized until such time as the assets are substantially ready for their intended use. The interest rate used equates to the effective interest rate on debt where general borrowings are used or the relevant interest rate where specific borrowings are used to finance the construction.

(e)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(f)    Depreciation

Depreciation is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset. Land is not depreciated.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

•   Buildings	20 to 50 years
•   Plant and equipment	3 to 25 years
•   Furniture and fittings	3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds (if any) at the time of disposal with the net carrying amount of the asset.

3.7    Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost less accumulated depreciation and impairment losses (if any). Investment properties are depreciated on a straight-line basis over 30 to 40 years.

3.8    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

F-70

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(a)    The Group as lessor — finance leases

Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the leases.

(b)    The Group as lessee — finance leases

Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included within loans and borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for in accordance with the accounting policy described in note 3.3(d)(ii) and the asset is accounted for in accordance with the accounting policy applicable to that asset.

3.9    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries, associates, joint ventures and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree over the fair value of the identifiable net assets recognized.

If the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree, the excess is recognized immediately in the statement of comprehensive income as a component of the profit or loss as a bargain purchase gain.

Goodwill is measured at cost less accumulated impairment losses (if any) and is tested at least annually for impairment. Goodwill is not amortized and is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. The allocation is made to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

In respect of joint ventures and investments accounted for using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment.

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and impairment losses (if any) with the exception of the SIG Combibloc, Reynolds, Hefty, Pactiv Foodservice, Blue Ridge, Evergreen and Graham Packaging trade names which are recognized at cost less accumulated impairment losses (if any). These trade names are considered indefinite life assets as they represent the value accumulated in the brand, which is expected to continue indefinitely into the future. Trademarks are tested at least annually for impairment.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. These relationships are recognized at cost and amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

F-71

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses (if any).

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology, patents and rights to supply. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and impairment losses (if any). Other intangible assets that have indefinite useful lives are carried at costs less impairment losses (if any).

(f)    Subsequent expenditures

Subsequent expenditure in respect of intangible assets is capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of intangible assets are as follows:

• Software/technology	3 to 15 years
• Patents	5 to 14 years
• Rights to supply	up to a maximum of 6 years
• Customer relationships	6 to 25 years
• Trademarks	5 to 15 years

3.10    Impairment

The carrying amounts of the Group’s assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit (CGU) or group of CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of the profit or loss.

F-72

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(a)    Impairment of loans and receivables

The recoverable amount of the Group’s loans and receivables carried at amortized cost is calculated with reference to the present value of the estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at the date of initial recognition of these financial assets). Receivables with a short duration are not discounted.

Impairment losses on individual instruments that are considered significant are determined on an individual basis through an evaluation of the specific instruments’ exposures. For trade receivables which are not significant on an individual basis, impairment is assessed on a portfolio basis taking into consideration the number of days overdue and the historical loss experiences on a portfolio with a similar number of days overdue.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency in respect of interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group’s non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset or CGU’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of the profit or loss. Impairment losses recognized in respect of a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro-rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less cost to sell, the forecasted future Adjusted EBITDA to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple.

In respect of assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s revised carrying amount will not exceed the carrying amount that would have been determined, net of accumulated depreciation or amortization, if no impairment loss had been recognized.

3.11    Assets and liabilities classified as held for sale

Assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification

F-73

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

as held for sale, the assets or components of a disposal group are remeasured in accordance with the Group’s accounting policies. Thereafter the assets (or disposal groups) are measured at the lower of their carrying amount or fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Any impairment loss on a disposal group is first allocated to goodwill and then to the remaining assets on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit plan assets, and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of the profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

3.12    Employee benefits

(a)    Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i)    Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee’s service in the current and prior periods. The Group’s contributions are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(ii)    Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the Group’s obligations and are then adjusted for the impact of any unrecognized past service costs. The Group’s net obligation is then determined with reference to the fair value of the plan assets (if any). The discount rate used is the yield on bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method.

Past service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss, unless the changes to the plans are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past service costs are amortized on a straight-line basis over the vesting period.

Actuarial gains and losses are recognized in the statement of comprehensive income as component of profit or loss when the cumulative unrecognized actuarial gains and losses exceed 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets. These gains or losses are amortized on a straight-line basis over the expected remaining service lives of employees participating in the plan.

Refer to note 3.23 (b) for details on an amendment to existing IFRS guidance with respect to the accounting for defined benefit post-employment plans.

F-74

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(b)    Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of the profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group’s net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees, the current and expected future medical costs associated with such services which are discounted to determine their present value and any unrecognized past service costs. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past-service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss unless changes to a plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past-service costs are amortized on a straight-line basis over the vesting period.

(d)    Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits, other than pension plans and post-employment medical plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounted to determine the present value of the Group’s obligation. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by qualified actuaries using the projected unit credit method. Any actuarial gains or losses are recognized in the statement of comprehensive income as a component of the profit or loss in the period in which they arise.

(e)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

(f)    Incentive compensation plans

The Group recognizes a liability and associated expense for incentive compensation plans based on a formula that takes into consideration certain threshold targets and the associated measures of profitability. The Group recognizes a provision when it is contractually obligated or when there is a past practice that has created a constructive obligation to its employees to fund such plans.

F-75

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

3.13    Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized as a component of financial expense in the statement of comprehensive income as a component of the profit or loss.

(a)    Warranties

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(b)    Business closure and rationalization

A provision for business closure and rationalization is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

3.14    Self-insured employee obligations

(a)    Self-insured employee workers’ compensation

The Group is self-insured in respect of its workers’ compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group’s historical claims) relating to these claims are included in trade and other payables.

3.15    Dividends

Dividends to the Group’s shareholder are recognized as a liability in the Group’s financial statements in the period in which the dividends are declared.

3.16    Share capital

Common stock and ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

3.17    Revenue

(a)    Sale of goods

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized

F-76

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale. This occurs either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

(b)    Lease income

Payments received under finance leases are apportioned between finance income and the reduction of the outstanding receivable balance. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Lease income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

3.18    Lease payments

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of the profit or loss are allocated to each period during the lease term so as to produce a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the term of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are recognized as a reduction to the lease expenses on a straight line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

3.19    Financial income and expenses

Financial income comprises interest income, foreign currency gains, and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of the profit or loss. Interest income is recognized as it accrues using the effective interest method.

Financial expenses comprise interest expense, foreign currency losses, impairment losses recognized on financial assets (except for trade receivables) and losses in respect of financing activities on derivative instruments that are recognized in the statement of comprehensive income as a component of the profit or loss. All borrowing costs not qualifying for capitalization are recognized in the statement of comprehensive income as a component of the profit or loss.

3.20    Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of the profit or loss except to the extent that it relates to items

F-77

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable on the taxable income for the period using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend is recognized. Deferred income tax assets and liabilities in the same jurisdiction are off-set in the statement of financial position only to the extent that there is a legally enforceable right to off-set current tax assets and current tax liabilities and the deferred balances relate to taxes levied by the same taxing authority and are expected either to be settled on a net basis or realized simultaneously.

3.21    Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax (“VAT”) and goods and services tax (“GST”) to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.22    Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative period.

3.23    New and revised standards and interpretations

(a)    Interpretations and amendments to existing standards effective in 2011

During 2011, certain interpretations and standards which had not previously been early adopted were mandatory for the Group. This included improvements to various IFRSs 2010 — various standards (effective for financial reporting periods beginning on or after July 1, 2010 and January 1, 2011). The adoption of the revisions to existing standards did not have a material impact on the financial statements of the Group for the period ended December 31, 2011.

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Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(b)    Standards and amendments to existing standards that are not yet effective and have not been early adopted by the Group

The following standards and amendments to existing standards are not yet effective for the period ended December 31, 2011, and have not been applied in preparing these consolidated financial statements:

IFRS 9 “Financial Instruments” is the replacement of IAS 39 “Financial Instruments: Recognition and Measurement.” IFRS 9 introduces new requirements for classifying and measuring financial assets that must be applied starting January 1, 2015, with early adoption permitted. The Group is currently evaluating the impact of IFRS 9 on its financial statements.

On May 12, 2011, the IASB released IFRS 10 “Consolidated Financial Statements,” IFRS 11 “Joint Arrangements,” IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” as part of its new suite of consolidation and related standards, replacing and amending a number of existing standards and pronouncements. Each of these standards is effective for annual reporting periods beginning on or after January 1, 2013, with early adoption permitted.

IFRS 10 introduces a new approach to determining which investments should be consolidated and supersedes the requirements of IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities.” Under the requirements of this new standard, the basis for consolidation is control regardless of the nature of the investee. The IASB has provided a series of indicators to determine control which requires judgment to be exercised in making the assessment of control. The new standard also introduces the concept of de facto control, provides greater guidance on the assessment of potential voting rights, while also requiring control to be assessed on a continuous basis where changes arise that do not merely result from a change in market conditions.

IFRS 11 overhauls the accounting for joint arrangements (previously known as joint ventures) and directly supersedes IAS 31 “Interests in Joint Ventures” while amending IAS 28 (2011) “Investments in Associates and Joint Ventures.” Under the requirements of the new standard, jointly controlled entities are either accounted for (without choice) using the equity or proportional consolidation method (depending if separation can be established legally or through another form), whereas joint ventures (previously referred to as jointly controlled operations and jointly controlled assets) must be accounted for using the proportional consolidation method.

IFRS 12 combines into a single standard the disclosure requirements for subsidiaries, associates and joint arrangements and unconsolidated structured entities. Under the expanded and new disclosure requirements, information is required to be provided to enable users to evaluate the nature of the risks associated with a reporting entity’s interest in other entities and the effect those interests can have on the reporting entity’s financial position, performance and cash flow. In addition, the standard introduces new disclosures about unconsolidated structured entities.

IFRS 13 defines the concept of fair value and establishes a framework for measuring fair value, while setting the disclosure requirements for fair value measurement. The new standard focuses on explaining how to measure fair value when required by other IFRS. Prior to the introduction of IFRS 13 there was no single source of guidance on fair value measurement.

On June 16, 2011, the IASB published an amendment to IAS 19 “Employee Benefits,” which removes certain options in respect of the accounting for defined benefit post-employment plans, while introducing certain other new measurement and disclosure requirements. Under the requirements of the amended standard, the IASB now requires the immediate recognition of all actuarial gains and losses as a component of other comprehensive income, effectively removing the ability to defer and leave unrecognized those amounts that were previously permitted under the corridor method. In connection with this amendment, the IASB has also provided additional guidance on the level of aggregated disclosure permitted when plans with differing criteria are presented on a

F-79

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

consolidated basis, while also revising the basis under which finance costs are to be determined in connection with defined benefit plans. In addition to these changes, the new standard has also introduced further measures to distinguish between short and long-term employee benefits and additional guidance in terms of the recognition of termination benefits.

Revised IAS 19 will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

In addition, on June 16, 2011, the IASB also published an amendment to IAS 1 “Presentation of Financial Statements.” Under the requirements of the amended standard, the IASB requires an entity to present amounts recognized in other comprehensive income that the entity expects will be reclassified to the statement of comprehensive income in the future (even if contingent on future events) separately from those amounts that will never be reclassified. In addition, the amendment proposes a change in the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive income but allows entities the ability to use other titles.

The requirements of the amended IAS 1 must be applied to the financial year beginning on or after January 1, 2013, with early adoption permitted. The Group is currently evaluating the effects of the amendment to IAS 1 on its financial statements.

On December 16, 2011, the IASB published amendments to IFRS 7 “Financial Instruments: Disclosures — Offsetting Financial Assets and Financial Liabilities” and IAS 32 “Financial Instruments: Presentation — Offsetting Financial Assets and Financial Liabilities.” The amendments are intended to clarify existing application issues relating to the offsetting rules and reduce the level of diversity in current practice. The amendments clarify the meaning of “currently has a legally enforceable right of set off” and “simultaneous realization and settlement.” Additional disclosures are also required about right of offset and related arrangements.

The requirements of the amended IFRS 7 must be applied to the financial year beginning on or after January 1, 2013 and of amended IAS 32 must be applied to the financial year beginning on or after January 1, 2014. Both require retrospective application for the comparative period. The Group is currently evaluating the effects of the amendments to IFRS 7 and IAS 32 on its financial statements.

4.    Critical accounting estimates and assumptions

In the process of applying the Group’s accounting policies management has made certain estimates and assumptions about the carrying values of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

F-80

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

4.    Critical accounting estimates and assumptions (continued)

4.1    Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the segment being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 22.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

4.3    Realization of deferred tax assets

The Group assesses the recoverability of deferred tax assets with reference to estimates of future taxable income. To the extent that actual taxable income differs from management’s estimate of future taxable income, the value of recognized deferred tax assets may be affected. Deferred tax assets have been recognized to offset deferred tax liabilities to the extent that the deferred tax assets and liabilities are expected to be realized in the same jurisdiction and reporting period. Deferred tax assets have also been recognized based on management’s best estimate of the recoverability of these assets against future taxable income.

4.4    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than twelve months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment. The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a), any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition. Refer to note 33 for details of the finalization of the purchase accounting related to the acquisition of Graham Packaging.

F-81

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

4.    Critical accounting estimates and assumptions (continued)

4.5    Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding long-term rates of return on pension fund assets, expected salary increases and the age of employees. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, plus net pension expense or income that may be recognized in future years.

5.    Determination of fair values

A number of the Group’s accounting policies and associated disclosures require the determination of fair values for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information regarding the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

5.1    Property, plant and equipment

The fair values of items of property, plant and equipment recognized as a result of a business combination are based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

5.2    Intangible assets

The fair values of patents and trademarks acquired in a business combination are based on the discounted estimated royalty payments that have been avoided as a result of owning the patent or trademark. The fair values of other identifiable intangible assets are based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

5.3    Investment property

The fair values of investment property are based on active market prices adjusted, if necessary, for any differences in the nature, location or condition of the specific asset. If such information is not available, the Group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. These valuations are reviewed internally and by external valuers.

5.4    Inventory

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

5.5    Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

F-82

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

5.    Determination of fair values (continued)

5.6    Derivatives

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

The fair value of commodity and other price derivatives is based on a valuation model. The valuation model (which includes when relevant the consideration of credit risk) discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date.

5.7    Non-derivatives financial liabilities

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

5.8    Pension and post-employment medical benefits

The valuation of the Group’s defined benefit pension and post-employment medical plans is outlined in note 3.12(a)(ii).

5.9    Fair value of borrowings acquired

The fair value of borrowings acquired in business combinations is determined using quoted market prices or agreed redemption values at the date of acquisition.

6.    Segment reporting

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in order to allocate resources to the segment and to assess its performance.

The Group’s CODM are the officers and Directors of the Company. Information reported to the Group’s CODM for the purposes of resource allocation and assessment of segment performance is focused on six business segments that exist within the Group. The Group’s operating and reportable business segments under IFRS 8 are as follows:

• SIG Combibloc — SIG Combibloc is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

• Closures — Closures is a leading manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

F-83

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

• Reynolds Consumer Products — Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. Prior to the Pactiv acquisition (refer to note 33), the Reynolds Consumer Products segment consisted solely of the Group’s Reynolds consumer products business.

• Pactiv Foodservice — Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Prior to the Pactiv acquisition (refer to note 33), the Pactiv Foodservice segment consisted solely of the Group’s Reynolds foodservice packaging business. Dopaco, which was acquired in May 2011, is being integrated with the Pactiv Foodservice segment.

• Graham Packaging — Graham Packaging is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 33).

The CODM does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses, and income tax benefit and expense.

The performance of the operating segments is assessed based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products which are sold at cost.

F-84

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

Business segment reporting

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice *			Graham Packaging **			Corporate / unallocated ***			Total
	(In $ million)
Total external revenue		2,036			1,557			1,317			2,503			3,409			967			—			11,789
Total inter-segment revenue		—			46			12			56			39			—			(153	)		—
Total segment revenue		2,036			1,603			1,329			2,559			3,448			967			(153	)		11,789
Gross profit		439			224			207			611			524			62			(3	)		2,064
Expenses and other income		(234	)		(69	)		(97	)		(258	)		(402	)		(86	)		(10	)		(1,156	)
Share of profit of associates and joint ventures		15			2			—			—			—			—			—			17
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(13	)		925
Financial income																							22
Financial expenses																							(1,420	)
Loss before income tax																							(473	)
Income tax benefit																							56
Loss after income tax																							(417	)
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(13	)		925
Depreciation and amortization		260			60			81			150			292			129			—			972
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414			105			(13	)		1,897

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

** Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

*** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-85

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice *		Graham Packaging **		Corporate / unallocated ***			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414		105		(13	)		1,897
Included in EBITDA:
Asset impairment charges		4			—			1			—			7		—		—			12
Business acquisition and integration costs		—			—			—			5			45		9		26			85
Business interruption costs (recoveries)		2			—			1			(1	)		—		—		—			2
Change of control payments		—			—			—			—			—		12		—			12
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—		—		—			(10	)
Gain on modification of plan benefits		—			—			—			—			—		—		(25	)		(25	)
Gain on sale of businesses		—			—			(5	)		—			—		—		—			(5	)
Impact of purchase price accounting on inventory and leases		—			—			—			—			5		27		—			32
Non-cash inventory charge		—			—			—			1			2		—		—			3
Non-cash pension expense (income)		—			—			—			3			4		—		(49	)		(42	)
Operational process engineering-related consultancy costs		—			—			—			17			21		—		4			42
Restructuring costs		2			—			5			11			48		3		19			88
SEC registration costs		—			—			—			—			—		—		6			6
Unrealized loss on derivatives		2			2			2			17			3		—		—			26
VAT and custom duties on historical imports		1			—			—			—			—		—		—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		483			217			195			556			549		156		(32	)		2,124
Segment assets ‡		3,218			1,398			1,774			4,916			5,892		5,755		(1,042	)		21,911
Included in segment assets are:
Additions to property, plant and equipment		185			62			63			33			105		63		—			511
Additions to intangible assets		8			—			3			1			—		5		1			18
Additions to investment properties		4			—			—			—			—		—		—			4
Investments in associates and joint ventures		104			14			—			—			—		1		—			119
Segment liabilities ‡		2,031			412			804			1,396			861		3,958		12,630			22,092

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

** Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

*** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

F-86

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures *			Reynolds Consumer Products **			Pactiv Foodservice ***			Corporate / unallocated ****			Total
	(In $ million)
Total external revenue		1,846			1,580			1,167			1,334			847			—			6,774
Total inter-segment revenue		—			3			7			44			77			(131	)		—
Total segment revenue		1,846			1,583			1,174			1,378			924			(131	)		6,774
Gross profit		464			209			185			327			65			—			1,250
Expenses and other income		(213	)		(67	)		(89	)		(113	)		(106	)		(13	)		(601	)
Share of profit of associates and joint ventures		16			2			—			—			—			—			18
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(13	)		667
Financial income																				66
Financial expenses																				(752	)
Loss before income tax																				(19	)
Income tax expense																				(78	)
Loss after income tax																				(97	)
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(13	)		667
Depreciation and amortization		243			62			79			62			58			—			504
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(13	)		1,171

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-87

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures *			Reynolds Consumer Products **			Pactiv Foodservice ***			Corporate / unallocated ****			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(13	)		1,171
Included in EBITDA:
Adjustment related to settlement of a lease obligation		—			—			—			(2	)		—			—			(2	)
Asset impairment charges (reversals)		(1	)		—			—			—			29			—			28
Black Liquor Credit		—			(10	)		—			—			—			—			(10	)
Business acquisition costs		—			1			1			—			—			10			12
Business interruption costs		—			—			2			—			—			—			2
CSI Americas gain on acquisition		—			—			(10	)		—			—			—			(10	)
Equity method profit not distributed in cash		(11	)		(3	)		—			—			—			—			(14	)
Gain on sale of businesses and investment properties		(6	)		(2	)		—			—			(8	)		—			(16	)
Impact of purchase price accounting on inventories		—			—			—			25			38			—			63
Operational process engineering-related consultancy costs		—			2			—			6			—			—			8
Pension income		—			—			—			—			—			(5	)		(5	)
Related party management fees		—			1			—			—			—			—			1
Restructuring costs (recoveries)		11			—			3			(4	)		(1	)		—			9
Termination of supply agreement		—			—			—			—			7			—			7
Unrealized (gain) loss on derivatives		—			1			(1	)		(2	)		(1	)		—			(3	)
VAT and custom duties on historical imports		10			—			—			—			—			—			10
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		513			196			170			299			81			(8	)		1,251
Segment assets		3,439			1,257			1,739			1,763			405			7,373			15,976
Included in segment assets are:
Additions to property, plant and equipment		151			47			82			13			10			12			315
Additions to intangible assets		13			—			—			5			—			—			18
Additions to investment properties		4			—			—			—			—			—			4
Investments in associates and joint ventures		97			13			—			—			—			—			110
Segment liabilities		2,073			392			1,167			1,161			197			10,722			15,712

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment and acquisition-related assets not allocated to specific segments. It also includes eliminations of transactions and balances between segments.

F-88

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		1,668			1,429			977			1,151			685			—			5,910
Total inter-segment revenue		—			—			3			39			54			(96	)		—
Total segment revenue		1,668			1,429			980			1,190			739			(96	)		5,910
Gross profit		410			376			161			222			47			3			1,219
Expenses and other income		(229	)		(85	)		(79	)		(31	)		(45	)		(3	)		(472	)
Share of profit of associates and joint ventures		9			2			—			—			—			—			11
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Financial income																				21
Financial expenses																				(513	)
Profit before income tax																				266
Income tax expense																				(149	)
Profit after income tax																				117
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Depreciation and amortization		250			64			73			63			52			—			502
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-89

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated *			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260
Included in EBITDA:
Asset impairment charges		6			6			—			—			1			—			13
Black Liquor Credit		—			(214	)		—			—			—			—			(214	)
Business acquisition costs		—			1			—			—			—			—			1
Elimination of the effect of the historical Reynolds Consumer hedging policy		—			—			—			91			4			—			95
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—			—			(10	)
Inventory write-off arising on restructure		—			—			—			—			5			—			5
Korean insurance claim		—			(2	)		—			—			—			—			(2	)
Loss on sale of Baco assets		—			—			—			1			—			—			1
Manufacturing plant flood impact		—			—			—			5			—			—			5
Operational process engineering-related consultancy costs		—			13			—			—			—			—			13
Plant realignment costs		—			—			—			2			—			—			2
Related party management fees		—			3			—			—			—			—			3
Restructuring costs		38			3			3			5			9			—			58
Transition costs		—			—			—			24			—			—			24
Unrealized gain on derivatives		(4	)		—			(10	)		(102	)		(13	)		—			(129	)
VAT and custom duties on historical imports		3			—			—			—			—			—			3
Write down of assets held for sale		—			1			—			—			—			—			1
Write off of receivables related to sale of Venezuela operations		—			1			—			—			—			—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		475			167			148			280			60			—			1,130
Segment assets		4,025			1,316			1,432			1,670			512			(1,193	)		7,762
Included in segment assets are:
Additions to property, plant and equipment		77			61			69			31			4			—			242
Additions to intangible assets		21			2			—			22			3			—			48
Additions to investment properties		2			—			—			—			—			—			2
Investments in associates and joint ventures		90			10			—			—			4			—			104
Segment liabilities		1,255			1,034			970			1,158			267			1,974			6,658

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

Information about geographic area

The Group’s revenue from external customers and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables, deferred tax assets and post-employment

F-90

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

benefit assets) by geographical origin are detailed below. In presenting information on a geographical basis, revenue and assets have been based in the location of the business operations:

	USA		Remaining North American Region		Europe		Asia		South America		Other*		Total
	(In $ million)
Total external revenue
For the period ended December 31, 2011		7,990		628		1,742		941		375		113		11,789
For the period ended December 31, 2010		3,829		299		1,498		759		292		97		6,774
For the period ended December 31, 2009		3,279		230		1,483		656		249		13		5,910
Non-current assets
As of December 31, 2011		13,769		498		1,796		923		268		58		17,312
As of December 31, 2010		9,073		369		1,769		855		122		60		12,248

* Other includes revenue from external customers and total non-current assets in New Zealand, where the Company is domiciled. Revenue from external customers in New Zealand was $102 million for the period ended December 31, 2011 (2010: $63 million; 2009: none). Total non-current assets in New Zealand were $33 million as of December 31, 2011 (2010: $32 million).

Information about major customers

The Group does not have revenue from transactions with a single external customer amounting to 10% or more of the Group’s revenue.

Information about major product lines

Supplemental information on net sales by major product line is set forth below:

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Foodservice packaging		3,448			924			739
Aseptic carton packaging		2,036			1,846			1,668
Caps and closures		1,329			1,174			980
Waste and storage products		992			509			433
Cooking products		822			768			757
Tablewares		745			101			—
Cartons		775			755			757
Beverage containers		646			—			—
Liquid packaging board		441			416			336
Paper products		387			412			336
Household product containers		175			—			—
Other product containers		146			—			—
Inter-segment eliminations		(153	)		(131	)		(96	)
Total revenue		11,789			6,774			5,910

F-91

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

7.    Revenue

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Sale of goods		11,699		6,692		5,845
Services		90		82		65
Total revenue		11,789		6,774		5,910

8.    Other income

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Adjustment related to settlement of a lease obligation		—		2		—
CSI Americas gain on acquisition		—		10		—
Gain on sale of businesses		5		—		—
Gain on sale of investment properties		—		16		—
Gain on sale of non-current assets		—		5		4
Income from facility management		12		11		15
Income from miscellaneous services		6		8		11
Insurance claims		6		—		4
Landfill tipping fees received		5		—		—
Rental income from investment properties		6		6		5
Royalty income		4		2		2
Sale of by-products		29		25		18
Unrealized gains on derivatives		—		4		129
Other		14		13		13
Total other income		87		102		201

9.    General and administration expenses

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Research and development expenses		(145	)		(107	)		(99	)
Auditors’ remunerations to PricewaterhouseCoopers, comprising:
Audit fees		(12	)		(11	)		(7	)
Other audit related fees(a)		(7	)		(5	)		(5	)
Tax fees(b)		(1	)		(1	)		(12	)

(a) Other audit related fees include services for the audit or review of financial information other than year end or interim financial statements (including audits of carve out financial statements for debt refinancing and covenant reporting under bank facilities).

F-92

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

9.    General and administration expenses (continued)

(b) In 2009, $12 million was incurred for tax advice from PricewaterhouseCoopers LLP regarding alternative fuel mixtures credits. These costs have been recognized as a component of cost of sales during the period ended December 31, 2009.

10.    Other expenses

			For the period ended December 31,
	Note		2011			2010			2009
			(In $ million)
Asset impairment charges				(12	)		(29	)		(13	)
Business acquisition costs				(38	)		(13	)		—
Business integration costs				(43	)		—			—
Net foreign currency exchange loss				(7	)		(3	)		(3	)
Operational process engineering-related consultancy costs				(42	)		(7	)		(13	)
Related party management fees		30		—			(1	)		(3	)
Restructuring costs				(88	)		(9	)		(58	)
SEC registration costs				(6	)		—			—
Unrealized losses on derivatives				(26	)		—			—
VAT and custom duties on historical imports				(1	)		(11	)		(3	)
Other				(5	)		(7	)		(3	)
Total other expenses				(268	)		(80	)		(96	)

11.    Personnel expenses

Personnel expenses recognized in the statements of comprehensive income were $1,965 million for the period ended December 31, 2011 (2010: $1,229 million; 2009: $1,167 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits, post-employment medical benefits and other long-term employee benefits. For additional details related to the post-employment benefit plans, refer to note 26.

12.    Financial income and expenses

		For the period ended December 31,
	Note	2011			2010			2009
		(In $ million)
Interest income			6			5			6
Interest income on related party loans			16			17			13
Net change in fair value of derivatives			—			44			2
Financial income			22			66			21
Interest expense:
August 2011 Credit Agreement			(168	)		—			—
2009 Credit Agreement			(29	)		(135	)		(13	)
August 2011 Notes			(85	)		—			—
February 2011 Notes			(139	)		—			—
October 2010 Notes			(243	)		(50	)		—

F-93

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

12.    Financial income and expenses (continued)

			For the period ended December 31,
	Note		2011			2010			2009
			(In $ million)
May 2010 Notes				(88	)		(56	)		—
2009 Notes				(147	)		(134	)		(20	)
2007 Notes				(109	)		(104	)		(110	)
Pactiv 2012 Notes				(15	)		(2	)		—
Pactiv 2017 Notes				(24	)		(3	)		—
Pactiv 2018 Notes				(1	)		—			—
Pactiv 2025 Notes				(22	)		(3	)		—
Pactiv 2027 Notes				(17	)		(2	)		—
Graham Packaging 2014 Notes				(12	)		—			—
Graham Packaging 2017 Notes				(3	)		—			—
Graham Packaging 2018 Notes				(3	)		—			—
2008 Reynolds Senior Credit Facilities				—			—			(66	)
2007 SIG Senior Credit Facilities				—			—			(47	)
CHH Facility				—			(8	)		(22	)
Blue Ridge Facility				—			—			(2	)
Related party borrowings		30		(1	)		—			(26	)
Amortization of:
Debt issue costs:
2011 Credit Agreement				(4	)		—			—
2009 Credit Agreement(a)				(86	)		(10	)		(1	)
August 2011 Notes				(2	)		—			—
February 2011 Notes				(2	)		—			—
October 2010 Notes				(10	)		(2	)		—
May 2010 Notes				(3	)		(2	)		—
2009 Notes				(8	)		(9	)		(1	)
2007 Notes				(4	)		(4	)		(4	)
2008 Reynolds Senior Credit Facilities				—			—			(19	)
2007 SIG Senior Credit Facilities				—			—			(3	)
CHH Facility				—			—			(1	)
Debt commitment letter fees(b)(c)				(68	)		(98	)		—
Credit Agreement amendment fees				(11	)		(12	)		—
Fair value adjustment of acquired notes				14			1			—
Original issue discounts(a)				(42	)		(6	)		(1	)
Embedded derivatives				11			3			—
Graham Packaging Notes tender offer fees				(5	)		—			—
Unamortized debt issue costs written off				—			—			(36	)
Net change in fair values of derivatives				(20	)		—			—
Net foreign currency exchange loss				(55	)		(103	)		(134	)
Other				(19	)		(13	)		(7	)
Financial expenses				(1,420	)		(752	)		(513	)
Net financial expenses				(1,398	)		(686	)		(492	)

F-94

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

12.    Financial income and expenses (continued)

(a) In February 2011, the 2009 Credit Agreement was repaid in full with the proceeds from the February 2011 Notes as well as proceeds from the February 2011 Credit Agreement. As a result of such repayments, the unamortized debt issuance costs of $86 million and unamortized original issuance discount of $38 million related to the 2009 Credit Agreement were expensed during the period ended December 31, 2011.

(b) A debt commitment letter to fund the Graham Packaging Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging Acquisition (refer to note 33). As the commitments under the debt commitment letter were not utilized, the Group expensed $68 million of the fees during the period ended December 31, 2011.

(c) A debt commitment letter to fund the Pactiv Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $98 million of fees. The proceeds from the issuance of the October 2010 Notes and the additional borrowings under the 2009 Credit Agreement were used to finance the Pactiv acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed $98 million of fees during the period ended December 31, 2010.

Refer to note 25 for information on the Group’s borrowings.

13.    Income tax

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current tax expense
Current period		(152	)		(120	)		(116	)
Adjustment for prior periods		—			—			(2	)
		(152	)		(120	)		(118	)
Deferred tax benefit (expense)
Origination and reversal of temporary differences		189			36			(40	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			12
Adjustments for prior periods		(7	)		—			1
		208			42			(31	)
Income tax benefit (expense)		56			(78	)		(149	)

Refer to note 38 for a discussion of a refund claim submitted by Evergreen to the Internal Revenue Service (“IRS”) in May 2012.

F-95

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

13.    Income tax (continued)

13.1    Reconciliation of effective tax rate

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Reconciliation of effective tax rate
Profit (loss) before income tax		(473	)		(19	)		266
Income tax using the New Zealand tax rate of 28% (2010 and 2009: 30%)		132			6			(80	)
Effect of tax rates in foreign jurisdictions		47			(8	)		29
Effect of tax rates in state and local tax		(1	)		(5	)		(13	)
Non-deductible expenses and permanent differences		(95	)		(32	)		(4	)
Tax exempt income and income at a reduced tax rate		9			10			6
Withholding tax		(28	)		(10	)		(3	)
Controlled foreign corporation tax		2			(11	)		(17	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			21
Unrecognized tax losses and temporary differences		(48	)		(61	)		(82	)
Tax uncertainties		8			—			—
Cellulosic biofuel credits		—			29			—
Credits		4			2			—
Other		3			(4	)		(1	)
Over (under) provided in prior periods		(3	)		—			(1	)
Total current period income tax (expense) benefit		56			(78	)		(149	)

14.    Other comprehensive income

	For the period ended December 31,
	2011					2010				2009
	Pre-Tax			Tax effect		Pre-Tax		Tax effect		Pre-Tax			Tax effect
	(In $ million)
Exchange difference on translating foreign operations		(26	)		—		292		—		(29	)		—
Cash flow hedges		—			—		—		—		19			(7	)
Total other comprehensive income		(26	)		—		292		—		(10	)		(7	)

During the period ended December 31, 2010, the Group transferred $49 million of the exchange difference on translating foreign operations, which had been previously recognized in other comprehensive income to the profit or loss primarily as a result of the internal restructuring of legal entities within the SIG segment.

During the period ended December 31, 2009, the Group transferred $12 million of cash flow hedges which had been previously recognized in other comprehensive income to the profit or loss following the derivatives becoming ineffective hedges when the underlying borrowings were repaid.

F-96

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

15.    Cash and cash equivalents

	As of December 31,
	2011		2010
	(In $ million)
Cash at bank and on hand		445		592
Short-term deposits		152		72
Total cash and cash equivalents		597		664

16.    Trade and other receivables

	As of December 31,
	2011			2010
	(In $ million)
Trade receivables		1,347			977
Provisions for doubtful debts		(25	)		(22	)
		1,322			955
Related party receivables (refer to note 30)		36			41
Other receivables		151			154
Total current trade and other receivables		1,509			1,150
Related party receivables (refer to note 30)		271			256
Other receivables		55			47
Total non-current receivables		326			303

16.1    Movement in provision for doubtful debts

	As of December 31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		(22	)		(22	)
Doubtful debts charges recognized		(10	)		(8	)
Doubtful debts provision applied against trade receivable balance		1			6
Reversal of doubtful debts charges previously recognized		6			2
Balance at the end of the period		(25	)		(22	)

The doubtful debts charge recognized of $10 million for the period ended December 31, 2011 (2010: $8 million; 2009: $4 million) relates to increases required as a result of management’s review of the trade receivable balances.

F-97

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

16.    Trade and other receivables (continued)

16.2    Balances net of provision for doubtful debts

	As of December 31,
	2011		2010
	(In $ million)
Current		1,214		842
Past due 0 to 30 days		81		91
Past due 31 days to 60 days		9		6
Past due 61 days to 90 days		5		2
More than 91 days		13		14
Balance at the end of the period		1,322		955

The individual operating divisions within the Group have reviewed their respective past due trade receivable balances on either an individual or collective basis in conjunction with their current level of credit insurance, where applicable. Based on past experience, the Group believes that no further allowance for doubtful debts other than that recognized is necessary.

17.    Assets and liabilities held for sale

	As of December 31,
	2011		2010
	(In $ million)
Assets
Trade receivables		10		—
Inventories		15		—
Property, plant and equipment		44		18
Pension asset		1		—
Total net assets held for sale		70		18
Liabilities
Trade and other payables		14		—
Other liabilities		6		—
Liabilities directly associated with assets held for sale		20		—
Net assets held for sale		50		18

During the period ended December 31, 2011, the Group decided to sell the Pactiv Foodservice laminating operations in Louisville, Kentucky and certain property, plant and equipment. The sale was completed in January 2012 (refer to note 38).

During the period ended December 31, 2010, the Group finalized the sale of the Downingtown facility and recorded an impairment charge of $7 million on the Richmond facility.

Efforts to dispose of the remaining net assets held for sale are currently progressing and are expected to be completed in the next twelve month period.

F-98

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

18.    Inventories

	As of December 31,
	2011			2010
	(In $ million)
Raw materials and consumables		556			379
Work in progress		227			167
Finished goods		898			646
Engineering and maintenance materials		152			146
Provision against inventory		(69	)		(57	)
Total inventory		1,764			1,281

During the period ended December 31, 2011, the raw materials elements of inventory recognized as a component of cost of sales totaled $5,750 million (2010: $3,053 million; 2009: $2,684 million). In addition, purchase price adjustments to inventory charged to cost of sales totaled $33 million for the period ended December 31, 2011 (2010: $64 million; 2009: none).

During the period ended December 31, 2011, there were no material write-downs of inventories to net realizable value (2010: $3 million; 2009: $10 million). There were no material reversals of write-downs during 2011 (2010: $2 million; 2009: none). The inventory write-downs and reversals are included in cost of sales.

The U.S. Internal Revenue Code provided a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, was refundable to the taxpayer. During May 2009, the Group received notification that its application to be registered as an alternative fuel mixer at its Canton and Pine Bluff facilities (within the Evergreen segment) had been approved. For the year ended December 31, 2009, the Group filed claims for alternative fuel mixture credits covering eligible periods from January 2009 to December 2009, totaling approximately $235 million. As a result of these claims, the Group recognized during the period ended December 31, 2009 a reduction of $214 million in its cost of sales, being the claim value net of applicable expenses. In 2010, the Group filed for additional claims based on information released by the Internal Revenue Service in 2010 clarifying how the volume of alternative fuel mixture used in the production process that qualifies for the tax credit should be determined. As a result, the Group recognized during the period ended December 31, 2010 a reduction of $10 million in its cost of sales, being the claim value net of applicable expenses. The Group recognized no such credits in the period ended December 31, 2011.

F-99

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

19.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in progress			Leased assets lessor			Financed leased assets			Total
	(In $ million)
As of December 31, 2011
Cost		239			1,019			4,041			341			334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—			(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—			—			—			(6	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
As of December 31, 2010
Cost		218			776			2,668			201			268			28			4,159
Accumulated depreciation		—			(83	)		(686	)		—			(114	)		(2	)		(885	)
Accumulated impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266
Carrying amount as of January 1, 2011		218			690			1,977			201			154			26			3,266
Acquisitions through business combinations (refer to note 33)		44			232			1,164			86			—			—			1,526
Additions		—			6			38			416			51			—			511
Capitalization of borrowing costs		—			—			2			2			—			—			4
Disposals		(1	)		(9	)		(6	)		—			(2	)		—			(18	)
Depreciation for the period		—			(94	)		(501	)		—			(54	)		(1	)		(650	)
Impairment losses		(2	)		(5	)		(1	)		—			—			—			(8	)
Transfers to intangible assets		—			—			—			(2	)		—			—			(2	)
Transfers to assets held for sale		(10	)		(8	)		(3	)		—			—			—			(21	)
Other transfers		(10	)		39			303			(369	)		33			—			(4	)
Effect of movements in exchange rates		(2	)		(10	)		(48	)		7			(4	)		(1	)		(58	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
Carrying amount as of January 1, 2010		124			399			1,109			80			110			3			1,825
Acquisitions through business combinations (refer to note 33)		83			328			944			64			—			24			1,443
Additions		10			1			47			223			71			—			352
Capitalization of borrowing costs		—			—			—			1			—			—			1
Disposals		(2	)		(6	)		(19	)		—			(3	)		—			(30	)
Depreciation for the period		—			(30	)		(240	)		—			(46	)		(1	)		(317	)
Impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Transfers to assets held for sale		—			12			(13	)		—			—			—			(1	)
Transfers to intangibles		—			—			(3	)		—			—			—			(3	)
Other transfers		—			(3	)		154			(168	)		17			—			—
Effect of movements in exchange rates		3			(8	)		3			1			5			—			4
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266

The depreciation charge of $650 million for the period ended December 31, 2011 (2010: $317 million; 2009: $331 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $625 million; 2010: $302 million; 2009: $318 million), selling, marketing and distribution expenses (2011: $4 million; 2010: $3 million; 2009: $4 million) and general and administration expenses (2011: $21 million; 2010: $12 million; 2009: $9 million).

During the period ended December 31, 2011, the Group incurred an impairment loss of $9 million (2010: $8 million; 2009: $5 million) related to closures of certain facilities. There were no reversals of impairment charges during the period ended December 31, 2011 (2010: none; 2009: none). The recognition and reversal of impairment charges is included in other expenses in the profit or loss component of the statements of comprehensive income.

Refer to note 34 for details of the leased assets lessor category of property, plant and equipment. Refer to note 25 for details of security granted over property, plant and equipment and other assets.

F-100

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

20.    Investment properties

	As of December 31,
	2011			2010
	(In $ million)
Cost		44			81
Accumulated depreciation		(9	)		(7	)
Accumulated impairment losses		(6	)		(6	)
Balance at the end of the period		29			68
Balance at the beginning of the period		68			76
Additions		4			4
Disposals		(43	)		(16	)
Depreciation		(1	)		(2	)
Transfer from property, plant and equipment		4			—
Impairment (losses) reversals		(4	)		1
Effect of movements in exchange rates		1			5
Balance at the end of the period		29			68
Fair value of investment properties		29			68

Investment properties (mainly industrial real estate), held by the Group’s SIG and Closures segments, are leased to third parties. The method for determining the fair value of investment properties is described in note 5.3.

No contingent rents are charged.

The Group has no restrictions on the realizability of its investment property and no contractual obligations to either purchase, construct or develop investment property or for repairs, maintenance and enhancements.

Direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period ended December 31, 2011 totaled $3 million (2010: $3 million; 2009: $3 million).

There were no direct operating expenses (including repairs and maintenance) arising from investment properties that did not generate rental income during the period ended December 31, 2011 (2010: none; 2009: none).

21.    Current and deferred tax assets and liabilities

The current tax asset of $39 million (2010: $109 million) represents the amount of income taxes recoverable in respect of current and prior periods and that arise from the payment of tax in excess of the amounts due to the relevant tax authorities. The current tax liability of $165 million (2010: $146 million) represents the amount of income taxes payable in respect of current and prior periods.

F-101

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

21.    Current and deferred tax assets and liabilities (continued)

21.1    Unrecognized deferred tax assets

	As of December 31,
	2011		2010
	(In $ million)
Deductible/(taxable) temporary differences		17		20
Tax losses		276		284
Total unrecognized deferred tax assets		293		304

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

21.2    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group’s overseas companies when these amounts are considered permanently reinvested in the businesses of these companies. As of December 31, 2011, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $12 million.

21.3    Movement in recognized deferred tax assets and liabilities

	Derivatives			Inventories			Property, plant and equipment			Investment property			Intangible assets			Employee benefits			Provisions			Tax loss carry- forwards			Interest		Tax credits		Unrecognized temporary differences			Unrealized foreign currency exchange			Other items			Net deferred tax assets (liabilities)
	(In $ million)
Balance at the beginning of the period		2			(2	)		(194	)		(6	)		(295	)		51			27			104			—		—		(13	)		7			6			(313	)
Recognized in the profit or loss		(6	)		27			(20	)		6			56			7			(20	)		(9	)		9		16		(7	)		(8	)		(9	)		42
Acquired in business combinations		(3	)		(16	)		(308	)		—			(996	)		311			27			42			—		18		—			—			86			(839	)
Other (including foreign exchange and disposals)		1			—			2			—			—			—			—			—			—		—		—			—			—			3
Balance as of December 31, 2010		(6	)		9			(520	)		—			(1,235	)		369			34			137			9		34		(20	)		(1	)		83			(1,107	)
Recognized in the profit or loss		11			(5	)		64			—			62			(10	)		(11	)		(71	)		161		15		(3	)		1			(6	)		208
Acquired in business combinations		—			(2	)		(164	)		—			(905	)		23			8			312			—		11		5			—			89			(623	)
Other (including foreign exchange and disposals)		—			(1	)		1			—			5			(9	)		(1	)		1			—		—		1			—			6			3
Balance as of December 31, 2011		5			1			(619	)		—			(2,073	)		373			30			379			170		60		(17	)		—			172			(1,519	)

F-102

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

21.    Current and deferred tax assets and liabilities (continued)

	As of December 31,
	2011			2010
	(In $ million)
Included in the statement of financial position as:
Deferred tax assets — non-current		29			23
Deferred tax liabilities — non-current		(1,548	)		(1,130	)
Total recognized net deferred tax liabilities		(1,519	)		(1,107	)

21.4    Movement in unrecognized deferred taxes

	Tax losses			Taxable temporary differences			Deductible temporary differences			Total unrecognized deferred tax asset
	(In $ million)
Balance at the beginning of the period		230			1			13			244
Additions and reversals		56			(2	)		7			61
Recognition		(6	)		—			—			(6	)
Acquired in business combinations		20			—			—			20
Other (including foreign exchange and disposals)		(16	)		1			—			(15	)
Balance as of December 31, 2010		284			—			20			304
Additions and reversals		44			—			4			48
Recognition		(17	)		(1	)		—			(18	)
Acquired in business combinations		65			—			(5	)		60
Other (including foreign exchange and disposals)		(100	)		(5	)		4			(101	)
Balance as of December 31, 2011		276			(6	)		23			293

22.    Intangible assets

	Goodwill		Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
As of December 31, 2011
Cost		6,297		2,058			3,768			1,082			241			13,446
Accumulated amortization		—		(24	)		(447	)		(321	)		(109	)		(901	)
Carrying amount as of December 31, 2011		6,297		2,034			3,321			761			132			12,545
As of December 31, 2010
Cost		4,630		1,803			2,147			535			288			9,403
Accumulated amortization		—		(12	)		(280	)		(219	)		(129	)		(640	)
Accumulated impairment losses		—		—			—			—			(15	)		(15	)
Carrying amount as of December 31, 2010		4,630		1,791			1,867			316			144			8,748

F-103

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

22.    Intangible assets (continued)

	Goodwill			Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
Carrying amount as of January 1, 2011		4,630			1,791			1,867			316			144			8,748
Acquisitions through business combinations (refer to note 33)		1,754			256			1,659			540			8			4,217
Additions		—			—			5			8			5			18
Amortization for the period		—			(6	)		(153	)		(106	)		(56	)		(321	)
Transfers from property, plant and equipment		—			—			—			2			—			2
Other transfers		—			(6	)		(24	)		—			30			—
Other (refer to note 2.6)		(53	)		—			—			—			—			(53	)
Effect of movements in exchange rates		(34	)		(1	)		(33	)		1			1			(66	)
Carrying amount as of December 31, 2011		6,297			2,034			3,321			761			132			12,545
Carrying amount as of January 1, 2010		1,730			654			635			184			76			3,279
Acquisitions through business combinations (refer to note 33)		2,931			1,114			1,323			189			93			5,650
Other additions		—			—			3			9			7			19
Amortization for the period		—			(5	)		(88	)		(59	)		(33	)		(185	)
Impairment losses		—			—			—			—			(15	)		(15	)
Disposals		—			—			—			(1	)		—			(1	)
Transfers from property, plant and equipment		—			—			—			3			—			3
Other transfers		—			—			—			(15	)		15			—
Effect of movements in exchange rates		(31	)		28			(6	)		6			1			(2	)
Carrying amount as of December 31, 2010		4,630			1,791			1,867			316			144			8,748

The amortization charge of $321 million for the period ended December 31, 2011 (2010: $185 million; 2009: $169 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $97 million; 2010: $83 million; 2009: $84 million) and general and administration expenses (2011: $224 million; 2010: $102 million; 2009: $85 million).

Refer to note 25 for details of security granted over the Group’s intangible assets.

22.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired.

For the purposes of goodwill impairment testing, goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

For the purposes of indefinite life intangible asset impairment testing, indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

F-104

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

22.    Intangible assets (continued)

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows and do not reflect the finalization of purchase accounting for the acquisition of Graham Packaging:

	As of December 31,
	2011						2010
	Goodwill		Trademarks		Other		Goodwill		Trademarks		Other
	(In $ million)
SIG Combibloc		807		297		—		881		298		—
Evergreen		41		34		—		41		34		—
Pactiv Foodservice		1,650		526		71		—		—		—
Reynolds Consumer Products		1,845		850		—		394		301		—
Closures		377		—		—		386		—		—
Graham Packaging		—		250		—		—		—		—
Unallocated		1,577		—		—		2,928		1,075		78
Total		6,297		1,957		71		4,630		1,708		78

The impairment testing for allocated goodwill and indefinite life identifiable intangible assets was performed by comparing the estimated fair value less cost to sell to the segment’s or group of CGUs’ carrying value of net assets, as applicable.

The estimated fair value has been determined using forecasted 2012 Adjusted EBITDA expected to be generated by the relevant segment or group of CGUs multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and are based on both external and internal sources. The forecasted 2012 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The Forecast 2012 Adjusted EBITDA is subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2011 ranged between 7.5x and 8.5x. Costs to sell were estimated to be 2% of the fair value of each segment or group of CGUs.

As of December 31, 2011, there was no impairment in respect of any allocated goodwill or indefinite life identifiable intangible assets (2010: none; 2009: none). If the forecasted 2012 Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 10% lower than those used as of December 31, 2011, no impairment would need to be recognized.

The Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group has performed procedures to determine whether there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging Acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

F-105

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

23.    Investments in associates and joint venture equity accounted

Summary of financial information not adjusted for the percentage ownership held by the Group for associates and joint venture (equity method):

	Country of incorporation	Interest held			Reporting date		Current assets		Non- current assets		Total assets		Current liabilities			Non- current liabilities			Total liabilities			Revenue		Expenses			Profit after tax
	(In $ million)
2011
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%		December 31		69		32		101		(42	)		(10	)		(52	)		114		(98	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%		December 31		82		27		109		(60	)		(2	)		(62	)		176		(161	)		15
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%		December 31		12		2		14		(5	)		(1	)		(6	)		21		(19	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%		December 31		5		7		12		(3	)		—			(3	)		12		(10	)		2
Eclipse Closures, LLC	USA		49.0	%		December 31		—		—		—		(1	)		—			(1	)		—		(1	)		(1	)
Graham Blow Pack Private Limited (“GBPPL”)	India		22.0	%		September 30		3		5		8		(2	)		(3	)		(5	)		—		—			—
								171		73		244		(113	)		(16	)		(129	)		323		(289	)		34
2010
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%		December 31		65		30		95		(51	)		(10	)		(61	)		90		(74	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%		December 31		76		38		114		(64	)		(4	)		(68	)		161		(145	)		16
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%		December 31		13		2		15		(5	)		(1	)		(6	)		19		(17	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%		December 31		6		6		12		(3	)		—			(3	)		13		(11	)		2
								160		76		236		(123	)		(15	)		(138	)		283		(247	)		36

For the purpose of applying the equity method of accounting, the financial statements of the Ducart and Banawi operations for the periods ended November 30, 2011 and 2010 have been used with appropriate adjustments being made for the effects of significant transactions and the Group’s share of results between these dates and December 31, 2011 and 2010, respectively. No adjustment was made with respect to PPPL for purposes of applying the equity method of accounting as there were no significant events or transactions that occurred between September 30, 2011 and December 31, 2011.

There are currently no restrictions in respect of the transfer of funds to the Group in the form of cash dividends or the repayment of loans associated with its investments in SIG Combibloc Obeikan FZCO and GBPPL.

The Ducart and Banawi associates have limitations to the amount of dividends that the associates may declare. Dividends are limited to the associates’ accumulated profits after certain local reserve levels have been attained.

Under the restrictions imposed through the Saudi Industrial Development Fund (“SIDF”) resulting from the Group’s concessional funding loan to SIG Combibloc Obeikan Co. Limited, the maximum dividend or cash distribution able to be paid to the Group from this venture in any fiscal year cannot exceed 25% of the paid-up-capital or SIDF loan value.

F-106

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

23.    Investments in associates and joint venture equity accounted (continued)

The Eclipse Closures, LLC joint venture has an annual mandatory tax distribution on or before March 31 of each year to distribute cash to members according to their respective percentage of shares. The distribution is equal to the prior year’s profit and highest combined federal and state income taxes at rates payable by any member. However, due to losses incurred, no mandatory tax distribution is due on March 31, 2012.

Movements in carrying values of investments in associates and joint ventures (equity method)

	As of December 31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		110			104
Share of profit, net of income tax		17			18
Acquisition through business combination		2			—
Disposal, decrease or dilution in investment in associates		—			(3	)
Dividends received		(8	)		(4	)
Effect of movement in exchange rates		(2	)		(5	)
Balance at the end of the period		119			110
Amount of goodwill in carrying value of associates and joint ventures (equity method)		52			56

24.    Trade and other payables

	As of December 31,
	2011		2010
	(In $ million)
Trade payables		847		712
Related party payables (refer to note 30)		58		24
Other payables and accrued expenses		893		519
Total trade and other payables		1,798		1,255
Current		1,760		1,246
Non-current		38		9
Total trade and other payables		1,798		1,255

F-107

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings

			As of December 31,
	Note		2011		2010
			(In $ million)
August 2011 Credit Agreement(a)(u)				247		—
2009 Credit Agreement(b)(v)				—		136
Pactiv 2012 Notes(m)(ac)				253		—
Current portion of non-interest bearing related party borrowings		30		1		1
Other borrowings(ae)				20		4
Current borrowings				521		141
August 2011 Credit Agreement(a)(u)				4,243		—
2009 Credit Agreement(b)(v)				—		3,890
August 2011 Senior Secured Notes(c)(w)				1,468		—
August 2011 Senior Notes(d)(w)				972		—
February 2011 Senior Secured Notes(e)(x)				999		—
February 2011 Senior Notes(f)(x)				993		—
October 2010 Senior Secured Notes(g)(y)				1,473		1,470
October 2010 Senior Notes(h)(y)				1,466		1,464
May 2010 Notes(i)(z)				980		978
2009 Notes(j)(aa)				1,642		1,648
2007 Senior Notes(k)(ab)				606		621
2007 Senior Subordinated Notes(l)(ab)				530		542
Pactiv 2012 Notes(m)(ac)				—		261
Pactiv 2017 Notes(n)(ac)				314		316
Pactiv 2018 Notes(o)(ac)				17		17
Pactiv 2025 Notes(p)(ac)				269		269
Pactiv 2027 Notes(q)(ac)				197		197
Graham Packaging 2014 Notes(r)(ad)				367		—
Graham Packaging 2017 Notes(s)(ad)				14		—
Graham Packaging 2018 Notes(t)(ad)				19		—
Related party borrowings		30		23		—
Other borrowings(ae)				33		28
Non-current borrowings				16,625		11,701
Total borrowings				17,146		11,842

F-108

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Refer to note 38 for subsequent events related to the Group’s borrowings and U.S. Securities and Exchange Commission registration.

	As of December 31,
	2011			2010
	(In $ million)
(a) August 2011 Credit Agreement (current and non-current)		4,574			—
Transaction costs		(65	)		—
Original issue discount		(19	)		—
Carrying amount		4,490			—
(b) 2009 Credit Agreement (current and non-current)		—			4,150
Transaction costs		—			(86	)
Original issue discount		—			(38	)
Carrying amount		—			4,026
(c) August 2011 Senior Secured Notes		1,500			—
Transaction costs		(33	)		—
Original issue discount		(11	)		—
Embedded derivative		12			—
Carrying amount		1,468			—
(d) August 2011 Senior Notes		1,000			—
Transaction costs		(27	)		—
Original issue discount		(7	)		—
Embedded derivative		6			—
Carrying amount		972			—
(e) February 2011 Senior Secured Notes		1,000			—
Transaction costs		(15	)		—
Embedded derivative		14			—
Carrying amount		999			—
(f) February 2011 Senior Notes		1,000			—
Transaction costs		(17	)		—
Embedded derivative		10			—
Carrying amount		993			—
(g) October 2010 Senior Secured Notes		1,500			1,500
Transaction costs		(35	)		(39	)
Embedded derivative		8			9
Carrying amount		1,473			1,470

F-109

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

	As of December 31,
	2011			2010
	(In $ million)
(h) October 2010 Senior Notes		1,500			1,500
Transaction costs		(43	)		(46	)
Embedded derivative		9			10
Carrying amount		1,466			1,464
(i) May 2010 Notes		1,000			1,000
Transaction costs		(28	)		(31	)
Embedded derivative		8			9
Carrying amount		980			978
(j) 2009 Notes		1,707			1,723
Transaction costs		(59	)		(69	)
Original issue discount		(17	)		(19	)
Embedded derivative		11			13
Carrying amount		1,642			1,648
(k) 2007 Senior Notes		621			638
Transaction costs		(15	)		(17	)
Carrying amount		606			621
(l) 2007 Senior Subordinated Notes		544			558
Transaction costs		(14	)		(16	)
Carrying amount		530			542
(m) Pactiv 2012 Notes		249			249
Fair value adjustment at acquisition		4			12
Carrying amount		253			261
(n)  Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		14			16
Carrying amount		314			316
(o)  Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17
(p)  Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269

F-110

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

	As of December 31,
	2011			2010
	(In $ million)
(q) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(r) Graham Packaging 2014 Notes		355			—
Fair value adjustment at acquisition		5			—
Embedded derivative		7			—
Carrying amount		367			—
(s) Graham Packaging 2017 Notes		14			—
Carrying amount		14			—
(t) Graham Packaging 2018 Notes		19			—
Carrying amount		19			—

(u)    August 2011 Credit Agreement

The Company and certain members of the Group are parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as defined below). The August 2011 Credit Agreement comprises the following term and revolving tranches:

	Maturity Date	Original facility value		Value drawn or utilized at December 31, 2011		Applicable interest rate for the period ended December 31, 2011
	(In million)
Term Tranches
Tranche B Term Loan ($)(1)	February 9, 2018		2,325		2,283	4.250% - 6.500%
Tranche C Term Loan ($)	August 9, 2018		2,000		1,974	6.500%
European Term Loan (€)	February 9, 2018		250		246	5.000% - 6.750%
Revolving Tranches(2)
Revolving Tranche ($)	November 5, 2014		120		85	—
Revolving Tranche (€)	November 5, 2014		80		17	—

(1) In connection with the August 2011 Credit Agreement, the U.S. Term Loans under the February 2011 Credit Agreement were redesignated as “Tranche B Term Loans.”

(2) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 8, 2011, $2,000 million of incremental term loans were drawn under the August 2011 Credit Agreement. These proceeds, together with the proceeds of the August 2011 Notes (as defined below) and available cash of the Group, were used to finance the Graham Packaging Acquisition (refer to note 33) and to pay related fees and expenses.

F-111

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

The Company and certain members of the Group have guaranteed on a senior basis the obligations under the August 2011 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the August 2011 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes and the August 2011 Senior Secured Notes (each as defined below and together the “Secured Notes”). Graham Packaging Holdings Company and its subsidiaries (the “Graham Group”) have not guaranteed the August 2011 Credit Agreement or granted security to support the obligations under the August 2011 Credit Agreement.

Indebtedness under the August 2011 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans. Additional principal amortization payments of $50 million per quarter will be payable for so long as certain members of the Graham Group do not guarantee the August 2011 Credit Agreement. The borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured leverage ratio is met) as determined in accordance with the August 2011 Credit Agreement.

The August 2011 Credit Agreement contains customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the August 2011 Credit Agreement. The Group also has a minimum interest coverage ratio covenant, a maximum senior secured leverage ratio covenant, as well as limitations on capital expenditures. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 20% or less of the adjusted consolidated total assets of the Group and the aggregate of the EBITDA of the non-guarantor companies is required to be 20% or less of the consolidated EBITDA of the Group, in each case calculated in accordance with the August 2011 Credit Agreement (which excludes the assets and EBITDA of the Graham Group) and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of December 31, 2011, the Group was in compliance with all of its covenants.

(v)    February 2011 Credit Agreement and 2009 Credit Agreement

The Company and certain members of the Group were parties to a senior secured credit agreement dated February 9, 2011 (the “February 2011 Credit Agreement”). The February 2011 Credit Agreement amended and restated a senior secured credit agreement dated November 5, 2009 (the “2009 Credit Agreement”). On February 1, 2011, the Tranche D Term Loan under the 2009 Credit Agreement was repaid with the proceeds of the February 2011 Notes and on February 9, 2011 the Tranche A Term Loan, the Tranche B Term Loan, the Tranche C Term Loan and the European Term Loan under the 2009 Credit Agreement were repaid with the proceeds of the U.S. Term Loan and European Term Loan under the February 2011 Credit Agreement.

(w)    August 2011 Notes

On August 9, 2011, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together the “Reynolds Issuers”) issued $1,500 million principal amount of 7.875% senior secured notes due 2019 (the “August 2011 Senior Secured Notes”) and $1,000 million principal amount of 9.875% senior notes due 2019 (the “August 2011 Senior Notes” and, together with the August 2011 Senior Secured Notes, the “August 2011 Notes”). Interest on the August 2011 Notes is paid semi-annually on February 15 and August 15.

F-112

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

(x)    February 2011 Notes

On February 1, 2011, the Reynolds Issuers issued $1,000 million principal amount of 6.875% senior secured notes due 2021 (the “February 2011 Senior Secured Notes”) and $1,000 million principal amount of 8.250% senior notes due 2021 (the “February 2011 Senior Notes” and, together with the February 2011 Senior Secured Notes, the “February 2011 Notes”). Interest on the February 2011 Notes is paid semi-annually on February 15 and August 15.

(y)    October 2010 Notes

On October 15, 2010, the Reynolds Issuers issued $1,500 million principal amount of 7.125% senior secured notes due 2019 (the “October 2010 Senior Secured Notes”) and $1,500 million principal amount of 9.000% senior notes due 2019 (the “October 2010 Senior Notes” and, together with the October 2010 Senior Secured Notes, the “October 2010 Notes”). Interest on the October 2010 Notes is paid semi-annually on April 15 and October 15.

(z)    May 2010 Notes

On May 4, 2010, the Reynolds Issuers issued $1,000 million principal amount of 8.500% senior notes due 2018 (the “May 2010 Notes”). Interest on the May 2010 Notes is paid semi-annually on May 15 and November 15.

(aa)    2009 Notes

On November 5, 2009, the Reynolds Issuers issued $1,125 million principal amount of 7.750% senior secured notes due 2016 and €450 million principal amount of 7.750% senior secured notes due 2016 (collectively, the “2009 Notes”). Interest on the 2009 Notes is paid semi-annually on April 15 and October 15.

Assets Pledged as Security for Loans and Borrowings

The shares in Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”) (a wholly owned subsidiary of the Company) have been pledged as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes. In addition, BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes.

Terms Governing the Notes

As used herein “Notes” refers to the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Notes and the 2009 Notes.

Certain Guarantee and Security Arrangements

All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the August 2011 Credit Agreement.

Notes Indentures Restrictions

The respective indentures governing the Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

F-113

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Early Redemption Option and Change in Control Provisions

Under the respective indentures governing the Notes, the Reynolds Issuers, at their option, can elect to redeem the Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group’s accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Notes.

Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require the Reynolds Issuers to repurchase the Notes at a premium.

U.S. Securities and Exchange Commission Registration Rights

Pursuant to separate registration rights agreements entered into with the initial purchasers of the Notes, the Reynolds Issuers have agreed (i) to file with the U.S. Securities and Exchange Commission (“SEC”) an exchange offer registration statement pursuant to which the Reynolds Issuers will separately exchange the Notes for a like aggregate principal amount of new registered notes that are identical in all material respects to the respective Notes, except for certain provisions, among others, relating to additional interest and transfer restrictions; or (ii) under certain circumstances, to file a shelf registration statement with the SEC.

The respective registration rights agreements for the Notes require the relevant filing to be effective within 12 months from the issuance of the Notes. If this does not occur, the Reynolds Issuers are required to pay additional interest of up to a maximum of 1.00% per annum. Additional interest on the 2009 Notes commenced on November 5, 2010 and ended on November 5, 2011. Additional interest on the May 2010 Notes commenced on May 4, 2011 and ends on May 4, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011 and ends on October 15, 2012. Additional interest on the February 2011 Notes commenced on February 1, 2012 and ends on February 1, 2013. For the period ended December 31, 2011, the Group expensed additional interest of $10 million, $3 million, and $2 million related to the 2009 Notes, May 2010 Notes and October 2010 Notes, respectively. As of December 31, 2011, the accrued additional interest related to these series of notes was $3 million.

(ab)    2007 Notes

On June 29, 2007, Beverage Packaging Holdings (Luxembourg) II S.A (“BP II”) (a wholly owned subsidiary of the Company) issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007 Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15.

The 2007 Senior Notes are secured on a second-priority basis and the 2007 Senior Subordinated Notes are secured on a third-priority basis, by all of the equity interests of BP I held by the Company and the receivables under a loan of the proceeds of the 2007 Notes made by BP II to BP I. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the 2007 Notes to the extent permitted by law.

The indentures governing the 2007 Notes contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the indentures governing the 2007 Notes.

In certain circumstances which would constitute a change in control, the holders of the 2007 Notes have the right to require BP II to repurchase the 2007 Notes at a premium.

F-114

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

(ac)    Pactiv Notes

As of December 31, 2011 and December 31, 2010, the Group had outstanding:

• $249 million in principal amount of 5.875% Notes due 2012 which were issued by Pactiv (as defined in note 33) (the “Pactiv 2012 Notes”);

• $300 million in principal amount of 8.125% Debentures due 2017 which were issued by Pactiv (the “Pactiv 2017 Notes”);

• $16 million in principal amount of 6.400% Notes due 2018 which were issued by Pactiv (the “Pactiv 2018 Notes”);

• $276 million in principal amount of 7.950% Debentures due 2025 which were issued by Pactiv (the “Pactiv 2025 Notes”); and

• $200 million in principal amount of 8.375% Debentures due 2027 which were issued by Pactiv (the “Pactiv 2027 Notes”),

(together, the “Pactiv Notes”).

For each of the Pactiv Notes, interest is paid semi-annually:

• on the Pactiv 2012 Notes and the Pactiv 2018 Notes, January 15 and July 15;

• on the Pactiv 2017 Notes and the Pactiv 2025 Notes, June 15 and December 15; and

• on the Pactiv 2027 Notes, April 15 and October 15.

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The Pactiv 2012 Notes, the Pactiv 2017 Notes, the Pactiv 2018 Notes and the Pactiv 2027 Notes may be redeemed at any time at the Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption.

Refer to note 38 for further information regarding the repayment of the Pactiv 2012 Notes subsequent to December 31, 2011.

(ad)    Graham Packaging Notes

As of December 31, 2011, the Group had outstanding:

• $355 million in principal amount of 9.875% senior subordinated notes due 2014, which were issued by Graham Packaging Company L.P. and GPC Capital Corp. I (the “Graham Issuers”) (the “Graham Packaging 2014 Notes”);

• $14 million in principal amount of 8.250% senior notes due 2017, which were issued by the Graham Issuers (the “Graham Packaging 2017 Notes”); and

• $19 million in principal amount of 8.250% senior notes due 2018, which were issued by the Graham Issuers (the “Graham Packaging 2018 Notes”),

(together, the “Graham Packaging Notes”).

F-115

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

For each of the Graham Packaging Notes, interest is paid semi-annually:

• on the Graham Packaging 2014 Notes, April 15 and October 15;

• on the Graham Packaging 2017 Notes, January 1 and July 1; and

• on the Graham Packaging 2018 Notes, April 1 and October 1.

The Graham Packaging Notes are guaranteed by certain members of the Graham Group and are unsecured.

The respective indentures governing the Graham Packaging Notes all contain customary covenants which restrict the Graham Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets, making restricted payments and entering into certain transactions with affiliates (which would include transactions with members of the Group that are not members of the Graham Group), in each case except as permitted under the respective indentures governing the Graham Packaging Notes.

The Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption plus a premium. The Graham Packaging 2014 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to (i) from October 15, 2011 through October 14, 2012, 101.646% of the outstanding principal of amount thereof; and (ii) thereafter, 100% of the outstanding principal amount thereof; plus, in each case, any accrued and unpaid interest to the date of redemption.

On the date of the Graham Packaging Acquisition, the Group acquired principal amounts of $253 million and $250 million of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes, respectively. Following the closing of the Graham Packaging Acquisition, the Graham Issuers launched a change of control offer on September 16, 2011 (the “Change of Control Offer”) to re-purchase for cash any or all of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes pursuant to the respective indentures governing such notes. On October 20, 2011 principal amounts of $239 million of the Graham Packaging 2017 Notes and $231 million of the Graham Packaging 2018 Notes were re-purchased pursuant to the Change of Control Offer. The Group paid a total of $482 million for the payment of principal, accrued interest and the change of control premium for the above notes tendered in the Change of Control Offer.

Refer to note 38 for further information regarding the repayment of the Graham Packaging Notes subsequent to December 31, 2011.

(ae)    Other borrowings

As of December 31, 2011, in addition to the August 2011 Credit Agreement, the Notes, the 2007 Notes, the Pactiv Notes, and the Graham Packaging Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2011, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the August 2011 Credit Agreement, the Secured Notes and certain other assets. The local working capital facilities which are secured by the collateral under the August 2011 Credit Agreement and the Secured Notes rank pari passu with the obligations under the August 2011 Credit Agreement and the Secured Notes. As of December 31, 2011, the secured facilities were utilized in the amount of $25 million (2010: $4 million) in the form of letters of credit and bank guarantees.

Other borrowings as of December 31, 2011, also included finance lease obligations of $28 million (2010: $28 million).

F-116

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Term and debt repayment schedule

						As of December 31,
	Currency	2011 Nominal interest rate	2010 interest rate		Year of maturity	2011 Face value		2011 Carrying amount		2010 Face value		2010 Carrying amount
					(In $ million)
August 2011 Credit Agreement:
Tranche B Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—	2018		2,283		2,268		—		—
Tranche C Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—	2018		1,974		1,906		—		—
European Term Loan	€	EURIBOR with a floor of 1.500% + 5.250%		—	2018		317		316		—		—
2009 Credit Agreement:
Tranche A	$	LIBOR with a floor of 1.750% + 4.500%		6.250%	Repaid		—		—		500		485
Tranche B	$	LIBOR with a floor of 2.000% + 4.750%		6.750%	Repaid		—		—		1,016		980
Tranche C	$	LIBOR with a floor of 1.500% + 4.750%		6.250%	Repaid		—		—		790		767
Tranche D	$	LIBOR with a floor of 1.750% + 4.750%		6.500%	Repaid		—		—		1,520		1,474
European Term Loan	€	EURIBOR with a floor of 2.000% + 4.750%		6.750%	Repaid		—		—		324		320
August 2011 Senior Secured Notes	$	7.875%		—	2019		1,500		1,468		—		—
August 2011 Senior Notes	$	9.875%		—	2019		1,000		972		—		—
February 2011 Senior Secured Notes	$	6.875%		—	2021		1,000		999		—		—
February 2011 Senior Notes	$	8.250%		—	2021		1,000		993		—		—
October 2010 Senior Secured Notes	$	7.125%		7.125%	2019		1,500		1,473		1,500		1,470
October 2010 Senior Notes	$	9.000%		9.000%	2019		1,500		1,466		1,500		1,464
May 2010 Notes	$	8.500%		8.500%	2018		1,000		980		1,000		978
2009 Notes	€	7.750%		7.750%	2016		582		571		598		585
2009 Notes	$	7.750%		7.750%	2016		1,125		1,071		1,125		1,063
2007 Senior Notes	€	8.000%		8.000%	2016		621		606		638		621
2007 Senior Subordinated Notes	€	9.500%		9.500%	2017		544		530		558		542
Pactiv 2012 Notes	$	5.875%		5.875%	2012		249		253		249		261
Pactiv 2017 Notes	$	8.125%		8.125%	2017		300		314		300		316
Pactiv 2018 Notes	$	6.400%		6.400%	2018		16		17		16		17

F-117

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

25.    Borrowings (continued)

					As of December 31,
	Currency	2011 Nominal interest rate	2010 interest rate	Year of maturity	2011 Face value		2011 Carrying amount		2010 Face value		2010 Carrying amount
				(In $ million)
Pactiv 2025 Notes	$	7.950%	7.950%	2025		276		269		276		269
Pactiv 2027 Notes	$	8.375%	8.375%	2027		200		197		200		197
Graham Packaging 2014 Notes	$	9.875%	—	2014		355		367		—		—
Graham Packaging 2017 Notes	$	8.250%	—	2017		14		14		—		—
Graham Packaging 2018 Notes	$	8.250%	—	2018		19		19		—		—
Related party borrowings	NZ$	—	—	n/a		1		1		1		1
Related party borrowings	€	EURIBOR with a floor of 2.000% + 4.875%	—	n/a		23		23		—		—
Finance lease liabilities	Various	Various	Various	Various		28		28		28		28
Other borrowings	Various	Various	Various	Various		25		25		4		4
						17,452		17,146		12,143		11,842

Finance lease liabilities

Finance lease liabilities are payable as follows:

	As of December 31,
	2011						2010
	Minimum lease payments		Interest		Principal		Minimum lease payments		Interest		Principal
	(In $ million)
Less than one year		3		1		2		5		2		3
Between one and five years		11		6		5		13		6		7
More than five years		27		6		21		26		8		18
Total finance lease liabilities		41		13		28		44		16		28

26.    Employee Benefits

	As of December 31,
	2011		2010
	(In $ million)
Salary and wages accrued		129		134
Provision for annual leave		64		32
Provision for employee benefits		8		5
Provision for long service leave		15		5
Provision for sick leave		6		5
Defined contribution obligations		36		31

F-118

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

	As of December 31,
	2011		2010
	(In $ million)
Defined benefit obligations:
Pension benefits		766		785
Post-employment medical benefits		140		169
Total employee benefits		1,164		1,166
Current		228		195
Non-current		936		971
Total employee benefits		1,164		1,166

26.1    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in Austria, Canada, Germany, Japan, Switzerland, Taiwan, United Kingdom, Mexico and the United States. The Group’s most significant plan as of December 31, 2011 is the Pactiv Retirement Plan, which comprises 80% (2010: 85%), of the Group’s present value of obligations. The plan was assumed as part of the Pactiv Acquisition.

	As of December 31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		157			228
Present value of funded obligations		5,276			4,708
Unrecognized actuarial gains (losses)		(484	)		129
Total present value of obligations		4,949			5,065
Fair value of plan assets		(4,261	)		(4,433	)
Asset capping according to IAS 19, paragraph 58		—			135
Total pension benefits		688			767
Included in the statement of financial position as:
Employee benefits liabilities		766			785
Assets held for sale		(1	)		—
Other non-current assets and non-current receivables		(77	)		(18	)
Total pension benefits		688			767

F-119

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

Movement in the defined benefit obligation

	As of December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		4,936			718
Defined benefit obligations assumed in business combinations		241			4,267
Current service cost		29			14
Past service cost		—			11
Interest cost		245			55
Contributions by plan participants		2			2
Benefits paid by the plan		(341	)		(92	)
Curtailments(a)		3			—
Settlements(b)		—			(39	)
Actuarial (gains) losses on plan liabilities		349			(40	)
Changes in actuarial assumptions		—			1
Reclassifications from employee benefits		—			(2	)
Defined benefit obligations related to disposals of businesses(a)		(18	)		—
Effect of movements in exchange rates		(13	)		41
Liability for defined benefit obligations at the end of the period		5,433			4,936

(a) During 2011, certain personnel participating under the SIG pension and welfare fund of SIG Schweizerische Industrie Gesellschaft AG were terminated without further plan benefits through a management buy-out which resulted in a curtailment loss of $3 million.

On September 1, 2011, the Group announced to participants in the Pactiv Retirement Plan that the plan was being frozen and that no future benefits would be earned effective January 1, 2012. There was no curtailment impact on comprehensive income as a result of freezing the plan and no effect on the plan’s defined benefit obligation.

(b) Plan settlements were triggered from the change in control payments made as a result of the Pactiv Acquisition in November 2010 (refer to note 33). Certain settlements made in the period ended December 31, 2010, were not funded by plan assets.

Of the above liability for the defined benefit obligation, the liability related to the Pactiv Retirement Plan was $4,254 million as of December 31, 2011 (2010: $4,086 million).

Expense recognized in the statements of comprehensive income

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Current service cost		29		14		14
Past service cost		—		11		10
Interest cost		245		55		29

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Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Expected return on plan assets		(312	)		(67	)		(29	)
Curtailments		3			—			(3	)
Asset capping according to IAS 19, paragraph 58		—			(37	)		49
Changes in actuarial assumptions		—			—			1
Actuarial (gains) losses		10			34			(45	)
Total plan net (income) expense		(25	)		10			26

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Cost of sales		22			13			18
General and administration expenses		(47	)		(3	)		8
Total plan (income) expense		(25	)		10			26

During the period ended December 31, 2011, the net plan income of the Pactiv Retirement Plan was $49 million (2010: $5 million net plan expense for the period November 16, 2010 to December 31, 2010).

Movement in plan assets

	As of December 31,
	2011			2010
	(In $ million)
Fair value of the plan assets at the beginning of the period		4,433			736
Plan assets assumed in business combinations		123			3,546
Contributions by the Group		27			67
Contributions by plan participants		2			2
Benefits paid by the plans		(341	)		(92	)
Expected return on plan assets		312			67
Actuarial gains (losses) on plan assets		(277	)		81
Settlements		—			(39	)
Plan assets related to disposals of businesses		(18	)		—
Effects of movements in exchange rates		—			63
Transfer of assets to the plan		—			2
Fair value of plan assets at the end of the period		4,261			4,433

The above plan assets as of December 31, 2011 and 2010 include the Pactiv Retirement Plan assets of $3,362 million and $3,622 million, respectively. In addition to the above plan assets, the Group is required to

F-121

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv Acquisition. As of December 31, 2011 and 2010, $27 million and $28 million in cash, respectively, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

Plan assets consist of the following:

	As of December 31,
	2011		2010
	(In $ million)
Equity instruments		2,620		2,858
Debt instruments		1,270		1,304
Property		214		207
Other		157		64
Total plan assets		4,261		4,433
Actual return on plan assets		35		148

The actual return on plan assets includes the actual return on plan assets of the Pactiv Retirement Plan of $21 million for the period ended December 31, 2011 and $125 million for the period from November 16, 2010 to December 31, 2010.

The Group expects to contribute $36 million to the pension plans during the annual period beginning after the reporting date.

Actuarial assumptions — all plans

	For the period ended December 31,
	2011		2010		2009
Discount rates at December 31		1.8% - 8.25%		1.8% - 6.0%		2.0% - 6.1%
Expected returns on plan assets at January 1		2.0% - 9.0%		1.5% - 8.0%		0.0% - 8.0%
Future salary increases		0.0% - 5.0%		0.0% - 4.0%		1.8% - 4.0%
Future pension increases		0.0% - 4.0%		0.0% - 2.0%		0.0% - 2.0%

The expected long-term rate of return for each plan is based on the portfolio as a whole and not on the sum of the returns on the individual asset categories. The return is based exclusively on historical returns, without adjustments.

The actuarial assumptions on the Group’s most significant defined benefit pension plan for the period ended December 31, 2011 and 2010, being the Pactiv Retirement Plan, are as follows:

	For the period ended December 31,
	2011			2010
Discount rates at December 31		4.8	%		5.2	%
Expected returns on plan assets at January 1		7.8	%		7.8	%
Future salary increases		—	%		4.0	%
Future pension increases		—	%		2.7	%

F-122

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

The actuarial assumptions on the Group’s most significant defined benefit pension plan prior to the Pactiv Acquisition in November 2010, being the SIG Combibloc Group AG plan, are as follows:

	For the period ended December 31,
	2010			2009
Discount rates at December 31		3.3	%		3.5	%
Expected returns on plan assets at January 1		4.2	%		4.3	%
Future salary increases		2.5	%		2.0	%
Future pension increases		2.0	%		1.0	%

Historical information

	For the period ended December 31,
	2011			2010			2009			2008			2007
	(In $ million)
Liability for the defined benefit obligations		(5,433	)		(4,936	)		(718	)		(694	)		(621	)
Fair value of plan assets		4,261			4,433			736			665			674
Plan (deficit) surplus		(1,172	)		(503	)		18			(29	)		53
Experience adjustments arising on plan liabilities		(99	)		(3	)		(4	)		1			—
Experience adjustments arising on plan assets		(277	)		14			(46	)		9			—

The assumed discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in assumed discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		7			(5	)
Effect on the defined benefit obligation		(274	)		267

The expected rates of return on plan assets have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in expected rates of return on plan assets would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		22		(22	)
Effect on the defined benefit obligation		—		—

26.2    Post-employment medical benefits

The Group operates post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 8.0% in 2011 (2010: 7.9% and 2009: 8.0%).

The main actuarial assumption is the published mortality rates within the RP2000 combined mortality rate table for 2011 and 2010.

F-123

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

	As of December 31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		147			158
Unrecognized actuarial gains (losses)		(7	)		3
Unrecognized past service costs		5			8
Total present value of obligations		145			169
Fair value of plan assets		—			—
Total post-employment medical benefits		145			169

The Group expects to contribute $9 million to the post-employment medical benefit plans during the annual period ending December 31, 2012.

Movement in the defined benefit obligation

	For the period ended December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		158			87
Defined benefit obligations assumed in a business combination		1			71
Current service cost		3			2
Interest cost		8			5
Past service cost(b)		(7	)		—
Contributions by plan participants		4			1
Benefits paid by the plan		(12	)		(3	)
Plan amendments(a)		—			(1	)
Curtailments(b)		(17	)		—
Actuarial (gains) losses recognized		9			(4	)
Liability for defined benefit obligations at the end of the period		147			158

(a) During 2010, the Evergreen segment replaced post-65 AARP coverage with an HRA which resulted in a plan amendment credit of $1 million.

(b) On August 8, 2011, the Group terminated Pactiv retiree medical coverage, except for those who retired prior to 2003, which resulted in a curtailment gain of $17 million. The Group also capped the retiree life insurance benefit associated with the retiree medical plan. These actions resulted in a reduction of $7 million in past service costs during the period ended December 31, 2011.

F-124

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

Expense recognized in the statements of comprehensive income

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current service cost		3			2			3
Interest cost		8			5			5
Past service cost		(10	)		(2	)		(2	)
Curtailments		(17	)		—			5
Actuarial losses recognized		—			—			1
Plan amendments		—			(1	)		—
Total (income) expense recognized in the statement of comprehensive income		(16	)		4			12

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period ended December 31,
	2011			2010		2009
	(In $ million)
Cost of sales		5			4		7
General and administration expenses		(21	)		—		5
Total plan (income) expense		(16	)		4		12

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—		—
Effect on the defined benefit obligation		4		(3	)

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—			—
Effect on the defined benefit obligation		(8	)		9

Historical information

	For the period ended December 31,
	2011		2010		2009		2008			2007
	(In $ million)
Present value of the defined benefit obligation		147		158		87		86			25
Experience adjustments arising on plan liabilities		3		5		—		(1	)		—

F-125

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

27.    Provisions

	Legal			Warranty			Restructuring			Workers’ compensation			Other			Total
	(In $ million)
Balance as of December 31, 2010		41			12			17			35			55			160
Acquisitions through business combinations		15			4			1			12			24			56
Provisions made		2			8			90			18			18			136
Provisions used		(9	)		(13	)		(69	)		(15	)		(9	)		(115	)
Provisions reversed		(5	)		(2	)		(2	)		—			(1	)		(10	)
Transfers to other liabilities		(3	)		2			(1	)		—			9			7
Effect of movements in exchange rates		(1	)		—			—			—			(1	)		(2	)
Balance as of December 31, 2011		40			11			36			50			95			232
Current		7			11			33			24			23			98
Non-current		33			—			3			26			72			134
Total Provisions as of December 31, 2011		40			11			36			50			95			232
Current		16			12			17			17			12			74
Non-current		25			—			—			18			43			86
Total Provisions as of December 31, 2010		41			12			17			35			55			160

Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

Warranty

A provision for warranty is recognized for all products under warranty as of the reporting date based on sales volumes and past experience of the level of problems reported and product returns.

Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

Workers’ compensation

The Group has elected to self-insure certain of its workers’ compensation obligations in the United States.

Under the self-insurance programs in the United States, the Group retains the risk of work related injuries for any employees covered under the scheme.

F-126

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

27.    Provisions (continued)

The liability in respect of the self-insurance programs is estimated on an actuarial basis to reflect all claims incurred, including reported claims and those that are incurred but not yet reported. All changes in the liability for claims are recognized immediately in the statement of comprehensive income.

As a result of the Group’s self-insured status in the United States, the risk presently exists that an insurable event may occur which will result in a claim which cannot be readily quantified financially. By their very nature, risks of this type are inherently random and therefore unpredictable. The Group mitigates this risk by having established and approved occupational health and safety procedures in addition to resources directed to the management of claims and rehabilitation.

As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size.

Other provisions

The main components of other provisions are lease provisions and contingent liabilities recognized in acquisitions, environmental remediation, asset retirement obligations, brokerage provisions for customs duties, and rent contracts related to investment properties. Other provisions as of December 31, 2011 included $26 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition and the Dopaco Acquisition, $17 million related to asset retirement obligations, which were acquired in connection with the Graham Packaging Acquisition and the Dopaco Acquisition and $10 million related to environmental remediation programs. Other provisions as of December 31, 2010 included $29 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition, $5 million related to a contingent tax liability acquired in the Pactiv Acquisition and $9 million related to environmental remediation programs.

28.    Equity

28.1    Share capital

The reported share capital balance as of December 31, 2011 is that of the Company, which is the sole parent of the Group.

In accordance with the Group’s accounting policy in respect of common control transactions (refer to note 3.1(d)), financial information presented in these financial statements has been recast to include the balances of the combined entities as though the common control transactions occurred on the date that the common control originally commenced rather than the date that the common control transactions actually occurred. As a result, the reported share capital balance as of January 1, 2010, is that of the Company, EPI, Evergreen Packaging International B.V. (“EPIBV”), Reynolds Packaging Inc. (“RPI”) (now named Reynolds Packaging Holdings LLC), and Reynolds Packaging International B.V. (“RPIBV”).

On September 1, 2010, the issued capital of RPI and RPIBV was acquired by entities controlled by the Company. From this date, each of RPI and RPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $149 million difference between the consideration paid of $342 million (representing the fair value of the businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $193 million has been recognized as a debit to other reserves which is a component of equity.

On May 4, 2010, the issued capital of EPI and EPIBV was acquired by entities controlled by the Company. From this date, each of EPI and EPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $899 million difference between the consideration paid of $1,612 million (representing the fair value of the

F-127

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

28.    Equity (continued)

businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $713 million has been recognized as a debit to other reserves which is a component of equity.

On November 5, 2009, the issued capital of Reynolds Consumer Products Holdings Inc. (“RCPHI”) (now named Reynolds Consumer Products Holdings LLC), Reynolds Consumer Products International B.V. (“RCPIBV”) and Closure Systems International B.V. (“CSIBV”) was acquired by entities controlled by the Company. From this date, each of RCPHI, RCPIBV, and CSIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $584 million difference between the consideration paid of $1,692 million (representing the fair value of the businesses acquired determined at the date of the common control acquisitions) and the share capital acquired of $1,108 million has been recognized as a debit to other reserves which is a component of equity.

A summary of the impact of these transactions recognized in other reserves within equity is as follows:

	Reynolds Consumer			Closures			Evergreen			Reynolds Foodservice
	(In $ million)
Total consideration		984			708			1,612			342
Net book value of share capital of the acquired businesses		(641	)		(467	)		(713	)		(193	)
Difference between total consideration and book value of share capital of the acquired business (recognized in other reserves within equity)		343			241			899			149

During the period ended December 21, 2010, the Group recognized a total adjustment of $1,048 million (2009: $584 million) for the above common control transaction related to the Evergreen and Reynolds Foodservice acquisitions as a component of other reserves within equity.

Further information regarding Reynolds Group Holdings Limited issued capital is detailed below:

	For the period ended December 31,
	2011		2010		2009
	Number of shares
Balance as of the beginning of the period		111,000,004		111,000,003		51,000,001
Issue of shares		—		1		60,000,002
Balance as of December 31		111,000,004		111,000,004		111,000,003

All issued shares are fully paid and have no par value.

On November 16, 2010, the Company issued to its sole shareholder, Packaging Finance Limited (“PFL”), 1 fully paid ordinary share at an issue price of NZ$414 million ($322 million) per share.

On November 6, 2009, the Company issued to PFL, 1 fully paid ordinary share at an issue price of NZ$760 million ($544 million) per share.

On September 29, 2009, loans payable by the Company to BPC Finance (N.Z.) Limited (“BPCF”) in the amount of NZ$478 million ($342 million), to CHHL in the amount of NZ$473 million ($338 million) and to Packaging Holdings Limited (“PHL”) in the amount of NZ$96 million ($69 million) were novated in exchange for the issue of 1 ordinary share to PFL at an issue price of NZ$1,047 million ($749 million).

On August 14, 2009, the Company issued to PFL 60,000,000 fully paid ordinary shares at an issue price of NZ$1 per share (NZ$60 million, or $41 million) in exchange for payment of outstanding related party borrowings.

F-128

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

28.    Equity (continued)

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company’s residual assets in the event of a wind-up.

28.2    Reserves

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Translation reserve		344			369			76
Other reserves		(1,561	)		(1,561	)		(513	)
Balance		(1,217	)		(1,192	)		(437	)

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group’s presentation currency.

Other reserves

The other reserves comprise balances resulting from transactions with entities under common control.

In accordance with the Group’s accounting policy for transactions under common control (refer to note 3.1(d)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the issued capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010 (refer to Note 28.1).

The Group has also recognized in other reserves the net contributions from related parties in respect of the acquisition from Alcoa of the packaging and consumer divisions.

28.3    Dividends

There were no dividends declared or paid during the period ended December 31, 2011 (2010: none; 2009: none) by the Company.

On August 31, 2010, RPI paid a dividend of $39 million, of which $38 million was paid in cash and $1 million was settled through reductions in related party balances payable, to its shareholder at the time, Reynolds Packaging (NZ) Limited, in advance of the acquisition of the Reynolds foodservice packaging business by the Group on September 1, 2010.

28.4    Capital management

The Directors are responsible for monitoring and managing the Group’s capital structure. Capital is comprised of equity and external borrowings.

The Directors’ policy is to maintain an acceptable capital base to promote the confidence of the Group’s financiers and creditors and to sustain the future development of the business. The Directors monitor the Group’s financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures, including for example to dispose of assets or operating segments of the business, alter its short to medium term plans in respect of capital projects and working capital levels, or to re-balance the level of equity and external debt in place.

F-129

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management

29.1    Overview

This note presents information about the Group’s exposure to market risk, credit risk and liquidity risk, and where applicable, the Group’s objectives, policies and procedures for managing these risks.

Exposure to market, credit and liquidity risks arises in the normal course of the Group’s business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

29.2    Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect the Group’s cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a)    Foreign exchange risk

Translation risk

As a result of the Group’s international operations, foreign exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in foreign currencies (i.e. currencies other than $). The currencies in which these transactions primarily are denominated are Euro (“€”), Mexican Pesos (“MXN”), New Zealand Dollars (“NZ$”) and Canadian Dollars (“CA$”).

In accordance with the Group’s treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. Generally the Group does not use forward exchange contracts to hedge residual foreign exchange risk arising from customary receipts and payments denominated in foreign currencies. However, when considered appropriate, the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions.

F-130

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

Exposure to foreign exchange risk

	€			MXN			NZ$			CA$
	(In $ million)
As of December 31, 2011
Cash and cash equivalents		99			11			—			7
Trade and other receivables		141			73			22			21
Non-current receivables		7			—			271			—
Trade and other payables		(208	)		(43	)		(18	)		(12	)
Loans and borrowings:
August 2011 Credit Agreement		(316	)		—			—			—
2009 Notes		(571	)		—			—			—
2007 Senior Notes		(606	)		—			—			—
2007 Senior Subordinated Notes		(530	)		—			—			—
Other borrowings		(1	)		—			—			—
Related party borrowings		(23	)		—			(1	)		—
Total exposure		(2,008	)		41			274			16
Embedded derivative		9			—			—			—
Commodity derivative		(3	)		—			—			—
Effect of derivative contracts		6			—			—			—
Net exposure		(2,002	)		41			274			16

F-131

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	€			MXN			NZ$			CA$
	(In $ million)
As of December 31, 2010
Cash and cash equivalents		81			9			1			14
Trade and other receivables		120			47			11			13
Non-current receivables		24			—			256			—
Trade and other payables		(152	)		(16	)		(10	)		(2	)
Loans and borrowings:
2009 Credit Agreement		(320	)		—			—			—
2009 Notes		(585	)		—			—			—
2007 Senior Notes		(621	)		—			—			—
2007 Senior Subordinated Notes		(542	)		—			—			—
Other borrowings		(2	)		—			—			—
Related party borrowings		—			—			(1	)		—
Total exposure		(1,997	)		40			257			25
Embedded derivative		16			—			—			—
Commodity derivative		—			—			—			—
Effect of derivative contracts		16			—			—			—
Net exposure		(1,981	)		40			257			25

Cash flows associated with derivatives are expected to occur and impact the profit or loss component of the statement of comprehensive income in the next twelve months.

In addition to the above, the Group is exposed to foreign exchange risk on future sales and purchases that are denominated in foreign currencies.

Significant exchange rates

The following significant exchange rates applied during the period:

	Average rate for the period ended December 31,				As of December 31,
	2011		2010		2011		2010
1 €		1.39		1.33		1.32		1.33
10 MXN		0.80		0.79		0.71		0.81
1 NZ $		0.79		0.72		0.77		0.77
1 CA $		1.01		0.97		0.98		1.00

F-132

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

Sensitivity analysis

A change in exchange rates would impact future payments and receipts of the Group’s assets and liabilities denominated in foreign currencies. A 10% strengthening or weakening of the U.S. dollar against the following currencies at the reporting date would have (increased) decreased comprehensive income in the statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been applied for all periods presented.

	Comprehensive income for the period ended December 31, 2011
	10% strengthening of $			10% weakening of $
	(In $ million)
€		(200	)		200
MXN		4			(4	)
NZ $		27			(27	)
CA $		2			(2	)

The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than the U.S. dollar, which is the Group’s reporting currency. The impact of movements in exchange rates is therefore recognized in other comprehensive income.

Transaction risk

The Group has $1,583 million of U.S. dollar-denominated notes in an entity with a functional currency of the euro. A 10% strengthening of the U.S. dollar against the euro would have resulted in a $158 million loss recognized as a financial expense in the statement of comprehensive income. A 10% weakening would have an equal but opposite effect.

Certain subsidiaries within the Group are exposed to foreign exchange risk on intercompany borrowings, sales and purchases denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the net operating profit recognized in the profit or loss component of the Group’s statement of comprehensive income.

(b)    Interest rate risk

The Group’s interest rate risk arises from long-term borrowings at both fixed and floating rates and deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro.

Interest rate risk on borrowings at floating rates is partially offset by interest earned on cash deposits also at floating rates.

The Group has adopted a policy, which is consistent with the covenants under the August 2011 Credit Agreement, to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

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Notes to the financial statements (Continued)

29.    Financial risk management (continued)

The following table sets out the Group’s interest rate risk repricing profile:

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than  5 years
	(In $ million)
As of December 31, 2011
Fixed rate instruments
Loans and borrowings:
August 2011 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
August 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Secured Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,707	)		—			—			—			(1,707	)		—
2007 Senior Notes		(621	)		—			—			—			—			(621	)
2007 Senior Subordinated Notes		(544	)		—			—			—			—			(544	)
Pactiv 2012 Notes		(249	)		—			(249	)		—			—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Graham Packaging 2014 Notes		(355	)		—			—			—			(355	)		—
Graham Packaging 2017 Notes		(14	)		—			—			—			—			(14	)
Graham Packaging 2018 Notes		(19	)		—			—			—			—			(19	)
Other borrowings		(33	)		(4	)		(1	)		(2	)		(4	)		(22	)
Total fixed rate instruments		(12,834	)		(4	)		(250	)		(2	)		(2,066	)		(10,512	)
Floating rate instruments
Cash and cash equivalents		597			597			—			—			—			—
Related party receivables		271			271			—			—			—			—
Bank overdrafts		(3	)		(3	)		—			—			—			—
Loans and borrowings:
August 2011 Credit Agreement		(4,574	)		(4,574	)		—			—			—			—
Related party borrowings		(24	)		(24	)		—			—			—			—
Other borrowings		(20	)		(19	)		—			(1	)		—			—
Total variable rate instruments		(3,753	)		(3,752	)		—			(1	)		—			—
Total		(16,587	)		(3,756	)		(250	)		(3	)		(2,066	)		(10,512	)

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Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2010
Fixed rate instruments
Loans and borrowings:
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,723	)		—			—			—			—			(1,723	)
2007 Senior Notes		(638	)		—			—			—			—			(638	)
2007 Senior Subordinated Notes		(558	)		—			—			—			—			(558	)
Pactiv 2012 Notes		(249	)		—			—			(249	)		—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Other borrowings		(31	)		(1	)		(2	)		(1	)		(1	)		(26	)
Total fixed rate instruments		(7,991	)		(1	)		(2	)		(250	)		(1	)		(7,737	)
Floating rate instruments
Cash and cash equivalents		664			664			—			—			—			—
Related party receivables		256			256			—			—			—			—
Bank overdrafts		(12	)		(12	)		—			—			—			—
Loans and borrowings:
2009 Credit Agreement		(4,150	)		(4,150	)		—			—			—			—
Related party borrowings		(1	)		(1	)		—			—			—			—
Other borrowings		(3	)		(3	)		—			—			—			—
Total variable rate instruments		(3,246	)		(3,246	)		—			—			—			—
Total		(11,237	)		(3,247	)		(2	)		(250	)		(1	)		(7,737	)

The Group’s sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group’s fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group’s floating rate assets and liabilities. An increase or decrease in interest rates of 100 basis points at the reporting date would

F-135

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

impact the statement of comprehensive income result and equity by the amounts shown below, based on the assets and liabilities held at the reporting date, and a one year time frame. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative periods.

As of December 31, 2011, most of the Group’s debt has been issued with a fixed interest rate. While interest on the August 2011 Credit Agreement is at a floating rate, there is a LIBOR/EURIBOR floor of between 1.25% and 1.50%. Given current LIBOR/EURIBOR rates, a 1% decrease in interest rates would have no impact on interest expense on this facility due to the LIBOR floor. However, a 1% increase in interest rates would have a $3 million impact on interest expense.

(c)    Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group’s exposure to commodity and other price risk arises principally from the purchase of resin (and its components), natural gas and aluminum. Other than resin, natural gas and certain aluminum purchases, the Group generally purchases these commodities at spot market prices and commodity financial instruments or derivatives to hedge commodity prices are not used.

The Group’s objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group’s treasury policy, the Group enters into derivative instruments to hedge the Group’s exposure in relation to the cost of resin, natural gas and aluminum.

The following table provides the detail of out outstanding derivative contracts as of December 31, 2011:

Type	Unit of measure	Contracted volumes		Contracted price range	Contracted date of maturity
Resin futures	pound		18,000,000	$0.98 - $1.00	Jan 2012 - Dec 2012
Resin futures	metric tonne		10,000	€1,420	Jul 2012 - Oct 2012
Resin futures	kiloliter		16,900	JPY 48,100 - 51,700	Jan 2012 - Aug 2012
Aluminum swaps	metric tonne		29,171	$1,940 - $2,816	Jan 2012 - Dec 2014
Natural gas swaps	million BTU		2,742,627	$3.33 - $4.88	Jan 2012 - Feb 2013
Ethylene swaps	pound		11,637,600	$0.43 - $0.62	Feb 2012 - June 2012
Benzene swaps	U.S. liquid gallon		4,299,389	$3.45 - $3.84	Feb 2012 - June 2012

The fair values of the derivative contracts are based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the period ended December 31, 2011, the Group recognized an unrealized loss of $26 million (2010: unrealized gain of $4 million; 2009: unrealized gain of $129 million) as a component of other income in the statements of comprehensive income. During the period ended December 31, 2011, the Group recognized a realized gain of $7 million (2010: realized loss of $11 million; 2009: realized loss of $96 million) as a component of cost of sales in the statements of comprehensive income.

The impact on the statement of comprehensive income from a revaluation of derivative contracts at December 31, 2011 assuming a ten percent parallel upwards movement in the price curve used to value the

F-136

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

contracts is a gain of $15 million (2010: none; 2009: gain of $13 million) assuming all other variables remain constant. A 10% parallel decrease in the price curve would have an equal but opposite effect on the statement of comprehensive income.

29.3    Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and related entities.

Given the diverse range of operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group. Each operating business is responsible for managing its own credit control procedures. These include but are not limited to reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally the Group does not require collateral in respect of trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group’s exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Refer to note 16.

Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount of financial assets represents the maximum credit exposure.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

29.4    Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due and comply with bank covenants under both normal and stressed conditions.

F-137

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

The Group evaluates its liquidity requirements on an ongoing basis using a 13 week rolling forecast and a 12 month rolling forecast and ensures that it has sufficient cash on demand to meet expected operating expenses including the servicing of financial obligations.

The Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It also has credit lines in place to cover potential shortfalls. As of December 31, 2011, the Group had undrawn lines of credit under the revolving facilities of the August 2011 Credit Agreement totaling $35 million and €63 million ($82 million) (2010: $71 million and €56 million ($74 million) under the 2009 Credit Agreement). In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

The following table sets out contractual cash flows for all financial liabilities including commodity derivatives.

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2011
Non-derivative financial liabilities
Bank overdrafts		(3	)		(3	)		(3	)		—			—			—			—
Trade and other payables		(1,760	)		(1,760	)		(1,760	)		—			—			—			—
Non-current payables		(38	)		(38	)		—			—			(38	)		—			—
Loans and borrowings
August 2011 Credit Agreement		(4,490	)		(6,142	)		(271	)		(267	)		(522	)		(1,471	)		(3,611	)
August 2011 Senior Secured Notes		(1,468	)		(2,444	)		(59	)		(59	)		(118	)		(354	)		(1,854	)
August 2011 Senior Notes		(972	)		(1,789	)		(49	)		(49	)		(99	)		(296	)		(1,296	)
February 2011 Senior Secured Notes		(999	)		(1,652	)		(34	)		(34	)		(69	)		(206	)		(1,309	)
February 2011 Senior Notes		(993	)		(1,784	)		(41	)		(41	)		(83	)		(248	)		(1,371	)
October 2010 Senior Secured Notes		(1,473	)		(2,301	)		(53	)		(53	)		(107	)		(321	)		(1,767	)
October 2010 Senior Notes		(1,466	)		(2,514	)		(68	)		(68	)		(135	)		(405	)		(1,838	)
May 2010 Notes		(980	)		(1,554	)		(43	)		(43	)		(85	)		(255	)		(1,128	)
2009 Notes		(1,642	)		(2,368	)		(66	)		(66	)		(132	)		(2,104	)		—
2007 Senior Notes		(606	)		(870	)		(25	)		(25	)		(50	)		(770	)		—
2007 Senior Subordinated Notes		(530	)		(803	)		(26	)		(26	)		(52	)		(699	)		—
Pactiv 2012 Notes		(253	)		(264	)		(7	)		(257	)		—			—			—
Pactiv 2017 Notes		(314	)		(433	)		(12	)		(12	)		(24	)		(73	)		(312	)
Pactiv 2018 Notes		(17	)		(23	)		(1	)		(1	)		(1	)		(3	)		(17	)
Pactiv 2025 Notes		(269	)		(584	)		(11	)		(11	)		(22	)		(66	)		(474	)
Pactiv 2027 Notes		(197	)		(459	)		(8	)		(8	)		(17	)		(50	)		(376	)
Graham Packaging 2014 Notes		(367	)		(461	)		(18	)		(18	)		(35	)		(390	)		—
Graham Packaging 2017 Notes		(14	)		(21	)		(1	)		(1	)		(1	)		(3	)		(15	)
Graham Packaging 2018 Notes		(19	)		(31	)		(1	)		(1	)		(2	)		(5	)		(22	)
Related party borrowings		(24	)		(39	)		(1	)		(2	)		(2	)		(5	)		(29	)
Other borrowings		(53	)		(66	)		(25	)		(2	)		(5	)		(9	)		(25	)
		(18,947	)		(28,403	)		(2,583	)		(1,044	)		(1,599	)		(7,733	)		(15,444	)

F-138

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
Derivative financial liabilities
Commodity derivatives
Inflows		—			26			17			9			—			—			—
Outflows		(15	)		(41	)		(27	)		(14	)		—			—			—
		(15	)		(15	)		(10	)		(5	)		—			—			—
Total		(18,962	)		(28,418	)		(2,593	)		(1,049	)		(1,599	)		(7,733	)		(15,444	)
As of December 31, 2010
Non-derivative financial liabilities
Bank overdrafts		(12	)		(12	)		(12	)		—			—			—			—
Trade and other payables		(1,246	)		(1,246	)		(1,246	)		—			—			—			—
Non-current payables		(9	)		(9	)		—			—			(9	)		—			—
Loans and borrowings
2009 Credit Agreement		(4,026	)		(5,381	)		(176	)		(198	)		(419	)		(1,986	)		(2,602	)
October 2010 Senior Secured Notes		(1,470	)		(2,407	)		(53	)		(53	)		(107	)		(320	)		(1,874	)
October 2010 Senior Notes		(1,464	)		(2,649	)		(68	)		(68	)		(135	)		(405	)		(1,973	)
May 2010 Notes		(978	)		(1,639	)		(43	)		(43	)		(85	)		(255	)		(1,213	)
2009 Notes		(1,648	)		(2,526	)		(67	)		(67	)		(134	)		(401	)		(1,857	)
2007 Senior Notes		(621	)		(945	)		(26	)		(26	)		(51	)		(153	)		(689	)
2007 Senior Subordinated Notes		(542	)		(904	)		(27	)		(27	)		(53	)		(159	)		(638	)
Pactiv 2012 Notes		(261	)		(278	)		(7	)		(7	)		(264	)		—			—
Pactiv 2017 Notes		(316	)		(457	)		(12	)		(12	)		(24	)		(73	)		(336	)
Pactiv 2018 Notes		(17	)		(24	)		(1	)		(1	)		(1	)		(3	)		(18	)
Pactiv 2025 Notes		(269	)		(606	)		(11	)		(11	)		(22	)		(66	)		(496	)
Pactiv 2027 Notes		(197	)		(476	)		(8	)		(8	)		(17	)		(50	)		(393	)
Related party borrowings		(1	)		(1	)		(1	)		—			—			—			—
Other borrowings		(32	)		(43	)		(3	)		(3	)		(2	)		(6	)		(29	)
		(13,109	)		(19,603	)		(1,761	)		(524	)		(1,323	)		(3,877	)		(12,118	)
Derivative financial liabilities
Commodity derivatives
Inflows		11			52			35			17			—			—			—
Outflows		—			(41	)		(25	)		(16	)		—			—			—
		11			11			10			1			—			—			—
Total		(13,098	)		(19,592	)		(1,751	)		(523	)		(1,323	)		(3,877	)		(12,118	)

F-139

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

29.5    Classification and fair values

	Fair value through the profit or loss			Held to maturity		Cash, loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2011
Assets
Cash and cash equivalents		—			—		597		—			597			597
Current and non-current receivables		—			—		1,835		—			1,835			1,835
Derivative financial assets
Commodity contracts		1			—		—		—			1			1
Embedded derivatives		122			—		—		—			122			122
Total assets		123			—		2,432		—			2,555			2,555
Liabilities
Bank overdrafts		—			—		—		(3	)		(3	)		(3	)
Trade and other payables		—			—		—		(1,760	)		(1,760	)		(1,760	)
Other non-current payables		—			—		—		(38	)		(38	)		(38	)
Derivative financial liabilities
Commodity contracts		(16	)		—		—		—			(16	)		(16	)
Loans and borrowings
August 2011 Credit Agreement		—			—		—		(4,490	)		(4,490	)		(4,574	)
August 2011 Senior Secured Notes		—			—		—		(1,468	)		(1,468	)		(1,560	)
August 2011 Senior Notes		—			—		—		(972	)		(972	)		(960	)
February 2011 Senior Secured Notes		—			—		—		(999	)		(999	)		(979	)
February 2011 Senior Notes		—			—		—		(993	)		(993	)		(873	)
October 2010 Senior Secured Notes		—			—		—		(1,473	)		(1,473	)		(1,564	)
October 2010 Senior Notes		—			—		—		(1,466	)		(1,466	)		(1,416	)
May 2010 Notes		—			—		—		(980	)		(980	)		(956	)
2009 Notes		—			—		—		(1,642	)		(1,642	)		(1,758	)
2007 Senior Notes		—			—		—		(606	)		(606	)		(527	)
2007 Senior Subordinated Notes		—			—		—		(530	)		(530	)		(433	)
Pactiv 2012 Notes		—			—		—		(253	)		(253	)		(249	)
Pactiv 2017 Notes		—			—		—		(314	)		(314	)		(242	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(11	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(187	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(142	)
Graham Packaging 2014 Notes		—			—		—		(367	)		(367	)		(362	)
Graham Packaging 2017 Notes		—			—		—		(14	)		(14	)		(13	)
Graham Packaging 2018 Notes		—			—		—		(19	)		(19	)		(19	)
Related party borrowings		—			—		—		(24	)		(24	)		(24	)
Other borrowings		—			—		—		(53	)		(53	)		(53	)
Total liabilities		(16	)		—		—		(18,947	)		(18,963	)		(18,719	)

F-140

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Fair value through the profit or loss			Held to maturity		Cash, loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2010
Assets
Cash and cash equivalents		—			—		664		—			664			664
Current and non-current receivables		—			—		1,453		—			1,453			1,453
Derivative financial assets
Commodity contracts		12			—		—		—			12			12
Embedded derivatives		87			—		—		—			87			87
Total assets		99			—		2,117		—			2,216			2,216
Liabilities
Bank overdrafts		—			—		—		(12	)		(12	)		(12	)
Trade and other payables		—			—		—		(1,246	)		(1,246	)		(1,246	)
Other non-current payables		—			—		—		(9	)		(9	)		(9	)
Derivative financial liabilities
Commodity contracts		(1	)		—		—		—			(1	)		(1	)
Loans and borrowings
2009 Credit Agreement		—			—		—		(4,026	)		(4,026	)		(4,150	)
October 2010 Senior Secured Notes		—			—		—		(1,470	)		(1,470	)		(1,553	)
October 2010 Senior Notes		—			—		—		(1,464	)		(1,464	)		(1,549	)
May 2010 Notes		—			—		—		(978	)		(978	)		(1,015	)
2009 Notes		—			—		—		(1,648	)		(1,648	)		(1,810	)
2007 Senior Notes		—			—		—		(621	)		(621	)		(641	)
2007 Senior Subordinated Notes		—			—		—		(542	)		(542	)		(575	)
Pactiv 2012 Notes		—			—		—		(261	)		(261	)		(257	)
Pactiv 2017 Notes		—			—		—		(316	)		(316	)		(297	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(15	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(236	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(179	)
Related party borrowings		—			—		—		(1	)		(1	)		(1	)
Other borrowings		—			—		—		(32	)		(32	)		(32	)
Total liabilities		(1	)		—		—		(13,109	)		(13,110	)		(13,578	)

The methods used in determining fair values of financial instruments are disclosed in note 5.

F-141

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

29.6    Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of December 31, 2011
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107
As of December 31, 2010
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		11			—		11
Embedded derivatives		—		87			—		87
Total		—		98			—		98

There were no transfers between any levels during the periods ended December 31, 2011 and 2010.

30.    Related parties

Parent and ultimate controlling party

The immediate parent of the Group is Packaging Finance Limited, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

F-142

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

30.    Related parties (continued)

Transactions with key management personnel

Key management personnel compensation comprised:

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Short-term employee benefits		13		11		8
Management fees		—		1		3
Total compensation expense to key management personnel		13		12		11

There have been no transactions with key management personnel during the periods ended December 31, 2011, 2010 and 2009.

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO and SIG Combibloc Obeikan Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the periods are detailed below:

	Transaction values for the period ended December 31,							Balances outstanding as of December 31,
	2011		2010		2009			2011			2010
	(In $ million)
Transactions with the immediate and ultimate parent companies
Due to ultimate parent(a)		—		—		—			(1	)		(1	)
Transactions with joint ventures
Sale of goods and services(b)		131		122		96			25			29
Purchase of goods(b)		—		—		(4	)		—			(3	)
Sale of non-current assets		—		7		—			—			—
Transactions with other related parties
Trade receivables
BPC United States Inc.		—		—		—			4			1
Sale of services		3		—		—			—			—
Sale of property, plant and equipment(g)		—		3		—			—			—
Carter Holt Harvey Limited		—		—		—			—			1
Sale of goods		3		14		—			—			—
Carter Holt Harvey Packaging Pty Limited		—		—		—			—			4
Sale of goods		4		20		—			—			—
Carter Holt Harvey Pulp & Paper Limited		—		—		—			—			1
Sale of goods		3		2		—			—			—
FRAM Group Operations LLC		—		—		—			1			—
United Components, Inc		—		—		—			1			—

F-143

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

30.    Related parties (continued)

	Transaction values for the period ended December 31,									Balances outstanding as of December 31,
	2011			2010			2009			2011			2010
	(In $ million)
Trade payables
BPC United States Inc.		—			—			—			—			—
Management fees		—			(1	)		(3	)		—			—
Recharges		—			—			(3	)		—			—
Carter Holt Harvey Limited		—			—			—			(1	)		(1	)
Purchase of goods		(10	)		(1	)		—			—			—
Purchase of Whakatane Mill(f)		—			(46	)		—			—			—
Carter Holt Harvey Pulp & Paper Limited		—			—			—			(5	)		(3	)
Purchase of goods		(38	)		(25	)		—			—			—
Rank Group Limited(c)		—			—			—			(47	)		(10	)
Recharges		(121	)		(43	)		(16	)		—			—
Reynolds Packaging (NZ) Limited		—			—			(1	)		—			(1	)
Dividends paid		—			(39	)		—			—			—
Loans receivable
BPC United States Inc.		—			—			—			—			—
Repayments		—			12			—			—			—
Rank Group Limited(d)		—			—			—			271			256
Interest income		16			14			12			—			—
Reynolds Consumer Products (NZ) Limited		—			—			—			—			—
Interest income		—			2			1			—			—
Novation of loan		—			1			—			—			—
Repayment of loan		—			61			—			—			—
Reynolds Treasury (NZ) Limited		—			—			—			—			—
Interest income		—			1						—			—
Repayments		—			25			—			—			—
Loans Payable
Carter Holt Harvey Limited		—			—			—			—			—
Interest expense		—			—			(17	)		—			—
Evergreen Packaging New Zealand Limited		—			—			—			—			—
Interest expense		—			—			(1	)		—			—
Reynolds Consumer Products (NZ) Limited		—			—			—			—			—
Interest expense		—			—			(6	)		—			—
Reynolds Treasury (NZ) Limited(e)		—			—			—			(23	)		—
Loan advanced		(25	)		—			—			—			—
Interest expense		(1	)		—			(2	)		—			—
Receivable related to transfer of tax losses to:
Carter Holt Harvey Limited		—			5			—			5			5

F-144

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

30.    Related parties (continued)

	Transaction values for the period ended December 31,								Balances outstanding as of December 31,
	2011		2010			2009			2011			2010
	(In $ million)
CFC Tax Liability
BPC Finance (N.Z.) Limited		—		—			(11	)		(3	)		(4	)
Repayments		—		(11	)		—			—			—
Nerva Investments Limited		—		—			(9	)		—			—
Repayments		—		(11	)		—			—			—
Rank Group Investments Limited		—		—			(1	)		(2	)		(2	)

(a) The advance due to Packaging Holdings Limited is non-interest bearing, unsecured and repayable on demand.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) The loan receivable from Rank Group Limited accrues interest at a rate based on the average 90 day New Zealand bank bill rate, set quarterly, plus a margin of 3.25%. Interest is only charged or accrued if demanded by the lender. During the period ended December 31, 2011, interest was charged at 5.90% to 6.25% (2010: 5.98% to 6.47%). The advance is unsecured and repayable on demand. This loan is subordinated on terms such that no payments can be made until the obligations under a senior secured credit facility of Rank Group Limited are repaid in full.

(e) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bears interest at the greater of 2% and the 3 month EURIBOR rate plus 4.875%. The loan is unsecured and the repayment date will be agreed between the parties.

(f) On May 4, 2010, the Group acquired the Whakatane Mill for a purchase price of $48 million, being the fair value of the net assets at the date purchased, from Carter Holt Harvey Limited (“CHHL”). The consideration paid to the seller of the assets was subject to certain post-closing adjustments relating to the closing net working capital, reimbursable wages and other stub period adjustments. The post-closing adjustments resulted in CHHL owing the Group an amount of $2 million which was paid during the period ended December 31, 2010.

(g) On April 29, 2010, Blue Ridge Paper Products Inc. sold land and buildings in Richmond to BPC United States Inc. The consideration paid was the net book value of the assets at the date of sale, being $3 million settled at the date of sale.

F-145

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities

	Reporting Date	Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
			2011		2010
Alusud Argentina S.R.L.	Dec-31	Argentina		100		100		100
Graham Packaging Argentina S.A.(a)	Dec-31	Argentina		100		—		100
Graham Packaging San Martin S.A.(a)	Dec-31	Argentina		100		—		100
Lido Plast San Luis S.A.(a)	Dec-31	Argentina		100		—		100
SIG Combibloc Agrentina S.R.L.	Dec-31	Argentina		100		100		100
Whakatane Mill Australia Pty Limited	Dec-31	Australia		100		100		100
SIG Austria Holding GmbH	Dec-31	Austria		100		100		100
SIG Combibloc GmbH	Dec-31	Austria		100		100		100
SIG Combibloc GmbH & Co. KG	Dec-31	Austria		100		100		100
Gulf Closures W.L.L.(b)	Dec-31	Bahrain		49		49		49
Graham Packaging Belgium N.V.(a)	Dec-31	Belgium		100		—		100
Graham Packaging Lummen N.V.(a)	Dec-31	Belgium		100		—		100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil		100		100		100
Graham Packaging do Brasil Indústria e Comércio Ltda.(a)	Dec-31	Brazil		100		—		100
Graham Packaging Paraná Ltda.(a)	Dec-31	Brazil		100		—		100
Resin Rio Comercio Ltda.(a)	Dec-31	Brazil		100		—		100
SIG Beverages Brasil Ltda.	Dec-31	Brazil		100		100		100
SIG Combibloc do Brasil Ltda.	Dec-31	Brazil		100		100		100
CSI Latin American Holdings Corporation	Dec-31	British Virgin Islands		100		100		100
Reynolds Consumer Products Bulgaria EOOD	Dec-31	Bulgaria		100		100		100
798795 Ontario Limited(c)	Dec-31	Canada		—		100		—
Closure Systems International (Canada) Limited(c)	Dec-31	Canada		—		100		—
Conference Cup Ltd.(d)	Dec-31	Canada		100		—		100
Dopaco Canada, Inc.(d)	Dec-31	Canada		100		—		100
Evergreen Packaging Canada Limited	Dec-31	Canada		100		100		100
Garven Incorporated(d)	Dec-31	Canada		100		—		100
Graham Packaging Canada Limited(a)	Dec-31	Canada		100		—		100
Newspring Canada, Inc.(c)	Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(c)	Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(e)	Dec-31	Canada		100		—		100
Reynolds Food Packaging Canada Inc.(c)	Dec-31	Canada		—		100		—
Crystal Insurance Comp. Ltd.	Dec-31	Channel Islands		100		100		100
SIG Asset Holdings Limited	Dec-31	Channel Islands		100		100		100

F-146

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date	Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
			2011		2010
Alusud Embalajes Chile Ltda.	Dec-31	Chile		100		100		100
SIG Combibloc Chile Limitada	Dec-31	Chile		100		100		100
Closure Systems International (Guangzhou) Limited	Dec-31	China		100		100		100
Closure Systems International (Wuhan) Limited	Dec-31	China		100		100		100
CSI Closures Systems (Hangzhou) Co., Ltd.	Dec-31	China		100		100		100
CSI Closures Systems (Tianjin) Co., Ltd.	Dec-31	China		100		100		100
Dongguan Pactiv Packaging Co., Ltd	Dec-31	China		51		51		51
Evergreen Packaging (Shanghai) Co., Limited	Dec-31	China		100		100		100
Graham Packaging (Guangzhou) Co. Ltd.(a)	Dec-31	China		100		—		100
Graham Packaging Trading (Shanghai) Co. Ltd.(a)	Dec-31	China		100		—		100
Reynolds Metals (Shanghai) Ltd.	Dec-31	China		100		100		100
SIG Combibloc (Suzhou) Co. Ltd.	Dec-31	China		100		100		100
SIG Combibloc Packaging Technology Services (Shanghai) Co. Ltd. (In liquidation)	Dec-31	China		100		100		100
Zhejing Zhongbao Packaging Co., Ltd	Dec-31	China		62.5		62.5		62.5
Alusud Embalajes Colombia Ltda.	Dec-31	Colombia		100		100		100
CSI Closure Systems Manufacturing do Centro America, Sociedad de Responsabilidad Limitada	Dec-31	Costa Rica		100		100		100
SIG Combibloc s.r.o.	Dec-31	Czech Republic		100		100		100
Closure Systems International (Egypt) LLC	Dec-31	Egypt		100		100		100
Evergreen Packaging de El Salvador S.A. de C.V.	Dec-31	El Salvador		100		100		100
Graham Packaging Company OY(a)	Dec-31	Finland		100		—		100
Graham Packaging Europe SNC(a)	Dec-31	France		100		—		100
Graham Packaging France S.A.S.(a)	Dec-31	France		100		—		100
Graham Packaging Normandy S.a.r.l.(a)	Dec-31	France		100		—		100
Graham Packaging Villecomtal S.a.r.l.(a)	Dec-31	France		100		—		100
SIG Combibloc S.a.r.l.	Dec-31	France		100		100		100
Closure Systems International Deutschland GmbH	Dec-31	Germany		100		100		100
Closure Systems International Holdings (Germany) GmbH	Dec-31	Germany		100		100		100
Omni-Pac Ekco Gmbh Verpackungsmittel	Dec-31	Germany		100		100		100
Omni-Pac Gmbh Verpackungsmittel	Dec-31	Germany		100		100		100
Pactiv Deutschland Holdinggesellschaft mbH	Dec-31	Germany		100		100		100
Pactiv Forest Products GmbH	Dec-31	Germany		100		100		100
Pactiv Hamburg Holdings GmbH(f)	Dec-31	Germany		—		100		—
SIG Beverages Germany GmbH	Dec-31	Germany		100		100		100

F-147

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
SIG Combibloc GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Holding GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Systems GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Zerspanungstechnik GmbH		Dec-31	Germany		100		100		100
SIG Euro Holding AG & Co. KGaA		Dec-31	Germany		100		100		100
SIG Information Technology GmbH		Dec-31	Germany		100		100		100
SIG International Services GmbH		Dec-31	Germany		100		100		100
SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH)(g)		Dec-31	Germany		100		100		100
Closure Systems International (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Evergreen Packaging (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Graham Packaging Asia Limited(a)		Dec-31	Hong Kong		100		—		100
Roots Investment Holding Private Limited(a)		Dec-31	Hong Kong		100		—		100
SIG Combibloc Limited		Dec-31	Hong Kong		100		100		100
Closure Systems International Holdings (Hungary) Kft.(h)		Dec-31	Hungary		—		100		—
CSI Hungary Manufacturing and Trading Limited Liability Company		Dec-31	Hungary		100		100		100
SIG Combibloc Kft.		Dec-31	Hungary		100		100		100
Closure Systems International (I) Private Limited		Mar-31	India		100		100		100
SIG Beverage Machinery and Systems (India) Pvt. Ltd. (in liquidation)		Dec-31	India		100		100		100
PT. Graham Packaging Indonesia(a)		Dec-31	Indonesia		100		—		100
Ha’Lakoach He’Neeman H’Sheeshim Ou’Shenayim Ltd.		Dec-31	Israel		100		100		100
Graham Packaging Company Italia S.r.l.(a)		Dec-31	Italy		100		—		100
SIG Combibloc S.r.l.		Dec-31	Italy		100		100		100
S.I.P. S.r.l. Societa Imballaggi Plastici S.r.l. (in liquidation)(a)		Dec-31	Italy		100		—		100
Closure Systems International Holdings (Japan) KK		Dec-31	Japan		100		100		100
Closure Systems International Japan, Limited		Dec-31	Japan		100		100		100
Graham Packaging Japan Godo Kaisha(a)		Dec-31	Japan		100		—		100
Closure Systems International Holdings (Korea), Ltd.		Dec-31	Korea		100		100		100
Evergreen Packaging Korea Limited		Dec-31	Korea		100		100		100
SIG Combibloc Korea Ltd.		Dec-31	Korea		100		100		100
Beverage Packaging Factoring (Luxembourg) S.à r.l.(i)		Dec-31	Luxembourg		100		—		100
Beverage Packaging Holdings (Luxembourg) I S.A.		Dec-31	Luxembourg		100		100		100
Beverage Packaging Holdings (Luxembourg) II S.A.		Dec-31	Luxembourg		100		100		100

F-148

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation		Ownership interest (%)				Voting interest (%) 2011
					2011		2010
Beverage Packaging Holdings (Luxembourg) III S.à r.l.		Dec-31		Luxembourg		100		100		100
Beverage Packaging Holdings (Luxembourg) IV S.à r.l.(i)		Dec-31		Luxembourg		100		—		100
Evergreen Packaging (Luxembourg) S.à r.l.		Dec-31		Luxembourg		100		100		100
Graham Packaging European Holdings (Luxembourg) S.à r.l.(j)		Dec-31		Luxembourg		100		—		100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.(j)		Dec-31		Luxembourg		100		—		100
Reynolds Group Issuer (Luxembourg) S.A.		Dec-31		Luxembourg		100		100		100
SIG Finance (Luxembourg) S.à r.l. (in liquidation)(k)		Dec-31		Luxembourg		—		100		—
Asesores y Consultores Graham, S. de R.L. de C.V.(a)		Dec-31		Mexico		100		—		100
Bienes Industriales del Norte, S.A. de C.V.		Dec-31		Mexico		100		100		100
CSI En Ensenada, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
CSI En Saltillo, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
CSI Tecniservicio, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
Evergreen Packaging Mexico, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
Graham Packaging Plastic Products de Mexico S. de. R.L. de C.V.(a)		Dec-31		Mexico		100		—		100
Grupo Corporativo Jaguar, S.A. de C.V.		Dec-31		Mexico		100		100		100
Grupo CSI de México, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
Maxpack, S. de R.L. de C.V.(m)		Dec-31		Mexico		—		100		—
Middle America M.A., S.A. de C.V. (in liquidation)		Dec-31		Mexico		100		100		100
Pactiv Foodservice Mexico S. de R.L. de C.V. (formerly Central de Bolsas S. de R.L. de C.V.)(l)		Dec-31		Mexico		100		100		100
Pactiv Mexico, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
Pactiv North American Holdings, S. de R.L. de C.V. (formerly Pactiv North American Holdings LLC)(u)		Dec-31		Mexico		—		100		—
Reynolds Metals Company de Mexico, S. de R.L. de C.V.		Dec-31		Mexico		100		100		100
Servicio Terrestre Jaguar, S.A. de C.V.		Dec-31		Mexico		100		100		100
Servicios Graham Packaging, S. de. R.L. de C.V.(a)		Dec-31		Mexico		100		—		100
Servicios Industriales Jaguar, S.A. de C.V.		Dec-31		Mexico		100		100		100
Servicios Integrales de Operacion, S.A. de C.V.		Dec-31		Mexico		100		100		100
SIG Combibloc México, S.A. de C.V.		Dec-31		Mexico		100		100		100
SIG Simonazzi México, S.A. de C.V. (in liquidation)		Dec-31		Mexico		100		100		100
Tecnicos de Tapas Innovativas, S.A. de C.V.		Dec-31		Mexico		100		100		100
Closures Systems International Nepal Private Limited		Jul-31		Nepal		76		76		76

F-149

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
Beverage Packaging Holdings (Netherlands) B.V.		Dec-31	Netherlands		100		100		100
Closure Systems International B.V.		Dec-31	Netherlands		100		100		100
Evergreen Packaging International B.V.		Dec-31	Netherlands		100		100		100
Graham Packaging Company B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Holdings B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Zoetermeer B.V.(a)		Dec-31	Netherlands		100		—		100
Pactiv Europe B.V.		Dec-31	Netherlands		100		100		100
Reynolds Consumer Products International B.V.		Dec-31	Netherlands		100		100		100
Reynolds Packaging International B.V.		Dec-31	Netherlands		100		100		100
SIG Combibloc B.V.		Dec-31	Netherlands		100		100		100
Whakatane Mill Limited		Dec-31	New Zealand		100		100		100
Envases Panama, S.A.(n)		Dec-31	Panama		—		100		—
Alusud Peru S.A.		Dec-31	Peru		100		100		100
Closure Systems International (Philippines), Inc.		Dec-31	Philippines		100		100		100
Graham Packaging Poland SP. Z.O.O.(a)		Dec-31	Poland		100		—		100
Omni Pac Poland SP. Z.O.O.		Dec-31	Poland		100		100		100
SIG Combibloc SP. Z.O.O.		Dec-31	Poland		100		100		100
CSI Vostok Limited Liability Company		Dec-31	Russia		100		100		100
OOO SIG Combibloc		Dec-31	Russia		100		100		100
Pactiv Asia Pte Ltd		Dec-31	Singapore		100		100		100
Closure Systems International España, S.L.U.		Dec-31	Spain		100		100		100
Closure Systems International Holdings (Spain), S.A.		Dec-31	Spain		100		100		100
Graham Packaging Iberica S.L.(a)		Dec-31	Spain		100		—		100
Reynolds Food Packaging Spain, S.L.U.		Dec-31	Spain		100		100		100
SIG Combibloc S.A.		Dec-31	Spain		100		100		100
SIG Combibloc AB		Dec-31	Sweden		100		100		100
SIG allCap AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Procurement AG		Dec-31	Switzerland		100		100		100
SIG Combibloc (Schweiz) AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Group AG		Dec-31	Switzerland		100		100		100
SIG Reinag AG		Dec-31	Switzerland		100		100		100
SIG Schweizerische Industrie-Gesellschaft AG		Dec-31	Switzerland		100		100		100
SIG Technology AG		Dec-31	Switzerland		100		100		100
Evergreen Packaging (Taiwan) Co. Limited		Dec-31	Taiwan		100		100		100
SIG Combibloc Taiwan Ltd.		Dec-31	Taiwan		100		100		100

F-150

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
SIG Combibloc Ltd.		Dec-31	Thailand		100		100		100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Graham Plastpak Plastik Ambalaj Sanayi A.S.(a)		Dec-31	Turkey		100		—		100
SIG Combibloc Paketleme Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Alpha Products (Bristol) Limited		Dec-31	United Kingdom		100		100		100
Closure Systems International (UK) Limited		Dec-31	United Kingdom		100		100		100
Graham Packaging European Services Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging Plastics Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging U.K. Limited(a)		Dec-31	United Kingdom		100		—		100
IVEX Holdings, Ltd.		Dec-31	United Kingdom		100		100		100
J. & W. Baldwin (Holdings) Limited		Dec-31	United Kingdom		100		100		100
Kama Europe Limited		Dec-31	United Kingdom		100		100		100
Omni-Pac U.K. Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Caerphilly) Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Films) Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Stanley) Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Pactiv Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Reynolds Consumer Products (UK) Limited		Dec-31	United Kingdom		100		100		100
Reynolds Subco (UK) Limited		Dec-31	United Kingdom		100		100		100
SIG Combibloc Limited		Dec-31	United Kingdom		100		100		100
SIG Holdings (UK) Ltd.		Dec-31	United Kingdom		100		100		100
The Baldwin Group Ltd.		Dec-31	United Kingdom		100		100		100
Baker’s Choice Products, Inc.		Dec-31	U.S.A.		100		100		100
BCP/Graham Holdings L.L.C.(a)		Dec-31	U.S.A.		100		—		100
Blue Ridge Holding Corp.		Dec-31	U.S.A.		100		100		100
Blue Ridge Paper Products Inc.		Dec-31	U.S.A.		100		100		100
BRPP, LLC		Dec-31	U.S.A.		100		100		100
Bucephalas Acquisition Corp.(o)		Dec-31	U.S.A.		—		—		—
Closure Systems International Americas, Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Holdings Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Packaging Machinery Inc. (formerly Reynolds Packaging Machinery Inc.)(z)		Dec-31	U.S.A.		100		100		100
Closure Systems Mexico Holdings LLC		Dec-31	U.S.A.		100		100		100

F-151

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
Coast-Packaging Company (California General Partnership)(b)		Dec-31	U.S.A.		50		50		50
CSI Mexico LLC		Dec-31	U.S.A.		100		100		100
CSI Sales & Technical Services Inc.		Dec-31	U.S.A.		100		100		100
Dopaco, Inc.(p)		Dec-31	U.S.A.		100		—		100
Evergreen Packaging Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging International (US) Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging USA Inc.		Dec-31	U.S.A.		100		100		100
GPACSUB LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. I(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. II(a)		Dec-31	U.S.A.		100		—		100
GPC Holdings LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Merger LLC(a)(q)		Dec-31	U.S.A.		—		—		—
GPC Opco GP LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Sub GP LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Acquisition Corporation(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Comerc USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Europe LLC(r)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Controllers USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging France Partners(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging GP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Holdings Company(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging International Plastics Products Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Latin America LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LC, L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Leasing USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Minster LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PET Technologies Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Plastic Products Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Poland L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PX Company(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PX Holding Corporation(a)		Dec-31	U.S.A.		100		—		100

F-152

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
Graham Packaging PX, LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Regioplast STS Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Technological Specialties LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging West Jordan, LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Recycling Company L.P.(a)		Dec-31	U.S.A.		100		—		100
Newspring Industrial Corp.		Dec-31	U.S.A.		100		100		100
Pactiv Germany Holdings Inc.		Dec-31	U.S.A.		100		100		100
Pactiv International Holdings Inc.		Dec-31	U.S.A.		100		100		100
Pactiv LLC (formerly Pactiv Corporation)(s)		Dec-31	U.S.A.		100		100		100
Pactiv Factoring LLC		Dec-31	U.S.A.		100		100		100
Pactiv Management Company LLC		Dec-31	U.S.A.		100		100		100
Pactiv NA II LLC(t)		Dec-31	U.S.A.		100		100		100
Pactiv Retirement Administration LLC		Dec-31	U.S.A.		100		100		100
Pactiv RSA LLC		Dec-31	U.S.A.		100		100		100
PCA West Inc.		Dec-31	U.S.A.		100		100		100
Prairie Packaging, Inc.		Dec-31	U.S.A.		100		100		100
PWP Holdings, Inc.		Dec-31	U.S.A.		100		100		100
PWP Industries, Inc.		Dec-31	U.S.A.		100		100		100
RenPac Holdings Inc.(v)		Dec-31	U.S.A.		100		—		100
Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.)(w)		Dec-31	U.S.A.		100		100		100
Reynolds Consumer Products, Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Flexible Packaging Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Foil Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Food Packaging LLC		Dec-31	U.S.A.		100		100		100
Reynolds Group Holdings Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Group Issuer Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Group Issuer LLC		Dec-31	U.S.A.		100		100		100
Reynolds Manufacturing, Inc.(x)		Dec-31	U.S.A.		100		—		100
Reynolds Packaging Holdings LLC (formerly Reynolds Packaging Inc.)(y)		Dec-31	U.S.A.		100		100		100
Reynolds Packaging Kama Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Packaging LLC		Dec-31	U.S.A.		100		100		100
Reynolds Services Inc.		Dec-31	U.S.A.		100		100		100
RGHL US Escrow II Inc.(aa)		Dec-31	U.S.A.		—		—		—
RGHL US Escrow II LLC(cc)		Dec-31	U.S.A.		—		—		—

F-153

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting Date		Country of incorporation	Ownership interest (%)				Voting interest (%) 2011
				2011		2010
RGHL US Escrow Holdings II Inc.(bb)		Dec-31	U.S.A.		—		—		—
SIG Combibloc Inc.		Dec-31	U.S.A.		100		100		100
SIG Holding USA LLC (formerly SIG Holding USA, Inc.)(dd)		Dec-31	U.S.A.		100		100		100
Southern Plastics, Inc.		Dec-31	U.S.A.		100		100		100
The Corinth and Counce Railroad Company(ee)		Dec-31	U.S.A.		—		100		—
Ultra Pac, Inc.		Dec-31	U.S.A.		100		100		100
Union Packaging LLC(p)(ff)		Dec-31	U.S.A.		—		—		—
Alusud Venezuela S.A.		Dec-31	Venezuela		100		100		100
Graham Packaging Plasticos de Venezuela C.A.(a)		Dec-31	Venezuela		100		—		100
SIG Vietnam Ltd.		Dec-31	Vietnam		100		100		100

(a) Acquired as part of the Graham Packaging Acquisition on September 8, 2011.

(b) The Group has control as it has the power to govern the financial and operating policies of the entity.

(c) Amalgamated into a “new” Pactiv Canada Inc. on July 1, 2011.

(d) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Reynolds Food Packaging Canada Inc.

(e) Incorporated on July 1, 2011.

(f) Merged with SIG Beteiligungs GmbH on September 15, 2011.

(g) Changed name to SIG Beteiligungs GmbH on September 15, 2011.

(h) Merged into CSI Hungary Manufacturing and Trading Limited Liability Company on December 31, 2011.

(i) Incorporated on December 21, 2011.

(j) Incorporated on December 20, 2011.

(k) Liquidation was concluded on January 18, 2011 and the company subsequently deregistered.

(l) Changed name to Pactiv Foodservice Mexico, S. de R.L. de C.V. on September 27, 2011.

(m) Merged into Pactiv Foodservice Mexico, S. de R.L. de C.V. on December 31, 2011.

(n) Dissolved on February 11, 2011.

(o) Incorporated on June 13, 2011, and subsequently merged into Graham Packaging Company Inc. on September 8, 2011.

(p) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Pactiv Corporation, now Pactiv LLC.

(q) Merged into Graham Packaging Holdings Company on September 12, 2011.

(r) Incorporated on December 13, 2011.

(s) Converted to a Delaware limited liability company on December 31, 2011 becoming Pactiv LLC.

(t) Incorporated on February 8, 2011.

F-154

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

31.    Group entities (continued)

(u) Redomiciled from U.S.A. to Mexico and transformed to a Mexican company as a “S. de R.L. de C.V.”, following which Pactiv North American Holdings, S. de R.L. de C.V. and Central de Bolsas, S. de R.L. de C.V. merged, with the latter being the surviving entity. The merger was effective March 29, 2011.

(v) Incorporated on September 29, 2011.

(w) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Consumer Products Holdings LLC.

(x) Incorporated on September 14, 2011.

(y) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Packaging Holdings LLC.

(z) Changed name to Closure Systems International Packaging Machinery Inc. on March 2, 2011.

(aa) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer Inc. on September 8, 2011.

(bb) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Holdings Inc. on September 8, 2011.

(cc) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer LLC on September 8, 2011.

(dd) Converted to a Delaware limited liability company on December 31, 2011 becoming SIG Holding USA, LLC.

(ee) Dissolved on December 6, 2011.

(ff) Sold on May 18, 2011.

32.    Business combinations under common control

On May 4, 2010, the Group acquired the business operations of Evergreen from subsidiaries of Rank Group Limited. At the time of this transaction, both the Group and Evergreen were ultimately 100% owned by Mr. Graeme Hart. The original acquisitions of the Evergreen businesses were completed between January 31, 2007 and August 1, 2007.

On September 1, 2010, the Group acquired the operations of the Reynolds foodservice packaging businesses from subsidiaries of Reynolds (NZ) Limited (“Reynolds (NZ)”). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Reynolds foodservice packaging businesses was completed on February 29, 2008.

The following table shows the effect of the legal consummation of the acquisitions of Evergreen and the Reynolds foodservice packaging business as of their respective dates of acquisition by the Group:

	Evergreen			Reynolds foodservice packaging			Total
	(In $ million)
Total consideration*		1,612			342			1,954
Net book value of share capital of the acquired businesses		(713	)		(193	)		(906	)
Difference between total consideration and net book value of share capital of acquired businesses**		899			149			1,048

F-155

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

32.    Business combinations under common control (continued)

On November 5, 2009, the Group acquired the business operations of the Closures segment and the Reynolds consumer products business from subsidiaries of Reynolds (NZ). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Closures segment and the Reynolds consumer products business by subsidiaries of Reynolds (NZ) was substantially completed on February 29, 2008. As of November 5, 2009, the effect of the legal consummation of the acquisition was as follows:

	Closures			Reynolds consumer products			Total
	(In $ million)
Total consideration*		708			984			1,692
Net book value of share capital of the acquired businesses		(467	)		(641	)		(1,108	)
Difference between total consideration and net book value of share capital of the acquired businesses**		241			343			584

* The Group has accounted for the acquisitions under the principles of common control. As a result, the cash acquired as part of the acquisitions is already included in the Group’s cash balance and does not form part of the net cash outflow. Further, the results of operations of the businesses acquired are included in the statements of comprehensive income from January 31, 2007 for Evergreen, and from February 29, 2008 for the Closures, Reynolds consumer products, and Reynolds foodservice packaging businesses.

** In accordance with the Group’s accounting policy for acquisitions under common control, the difference between the share capital of the acquired businesses and the consideration paid (which represented the fair value) has been recognized directly in equity as part of other reserves. Differences in the consideration paid at the date of the legal acquisition by the Group of these businesses and those amounts paid when originally acquired by entities under the common control of the ultimate shareholder reflect changes in the relative fair value. Such changes related to value created within these businesses through events such as the realization of the cost savings initiatives and operational synergies combined with the changes within the market in which they operate.

33.    Business combinations

    Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

F-156

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

33.    Business combinations (continued)

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Provisional values recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		146			—			146
Trade and other receivables		338			(10	)		328
Inventories		300			(9	)		291
Current tax assets		3			1			4
Assets held for sale		7			—			7
Investments in associates and joint ventures		1			—			1
Deferred tax assets		7			(5	)		2
Property, plant and equipment		1,438			(36	)		1,402
Intangible assets (excluding goodwill)		1,679			696			2,375
Derivative assets		9			—			9
Other current and non-current assets		19			11			30
Trade and other payables(c)		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

F-157

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

33.    Business combinations (continued)

(c) In connection with the acquisition of Graham Packaging, amounts under an existing income tax receivable agreement with certain pre-IPO shareholders became due and payable. Such amounts which were settled after the date of acquisition are reflected in the statement of cash flows as a financing activity.

Acquisition costs of $24 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill that was allocated to other business segments. The procurement synergies will result primarily from leveraging raw material purchasing and sharing best practices across the Group. The operational synergies will result primarily from a more efficient plant footprint and sharing of manufacturing best practices across the Group. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated Useful Life
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

F-158

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

33.    Business combinations (continued)

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

Graham Packaging contributed revenues of $967 million, a loss after income tax of $64 million, EBITDA of $105 million and Adjusted EBITDA of $156 million to the Group for the period from September 8, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, management estimates that Graham Packaging would have contributed on a pro forma basis additional revenue of $2,130 million, a loss after income tax of $277 million, EBITDA of $43 million and Adjusted EBITDA of $388 million. These amounts are unaudited.

    Dopaco

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million, including a $3 million working capital adjustment which was settled in October 2011 (the “Dopaco Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration was provided through existing cash.

Dopaco is a manufacturer of paper cups and folding cartons for the quick-service restaurant and foodservice industries in the United States and Canada. The new product lines complement and enhance the Group’s existing product lines, allowing it to offer a broader product range and additional customer relationships. Dopaco is included in the Group’s Pactiv Foodservice segment.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market based valuation technique.

F-159

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

33.    Business combinations (continued)

The following table presents the preliminary values previously reported as of May 2, 2011, and any adjustments made to those values:

	Provisional values recognized on May 2, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		3			—			3
Trade and other receivables		33			—			33
Assets held for sale		3			—			3
Deferred tax assets		4			—			4
Inventories		58			1			59
Property, plant and equipment		152			(28	)		124
Intangible assets (excluding goodwill)		16			72			88
Other current and non-current assets		5			1			6
Bank overdrafts		(5	)		—			(5	)
Trade and other payables		(20	)		(4	)		(24	)
Deferred tax liabilities		(32	)		(8	)		(40	)
Provisions and employee benefits		(24	)		(2	)		(26	)
Net assets acquired		193			32			225
Goodwill on acquisition		205			(35	)		170
Net assets acquired		398			(3	)		395
Consideration paid in cash		398			(3	)		395
Bank overdraft acquired		2			—			2
Net cash outflow		400			(3	)		397

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the values of property, plant and equipment and identifiable intangible assets and the associated deferred taxes thereon. Other measurement period adjustments have arisen from the finalization of reviews of the balance sheet reconciliations as of the date of acquisition. The depreciation and amortization impact from these provisional changes to fair values had been recognized during the period ended December 31, 2011.

Acquisition-related costs of $6 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

The goodwill recognized on the acquisition is attributable mainly to the skill of the acquired business’ work force and the synergies expected to be achieved from integrating Dopaco into the Group. None of the goodwill recognized is expected to be deductible for income tax purposes.

The preliminary values attributed to the separately identifiable intangible assets were established shortly after the date of acquisition in May 2011 through the assistance of an external third party valuer. Subsequent to

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Notes to the financial statements (Continued)

33.    Business combinations (continued)

this assessment the Group has verified the reasonableness of all key assumptions including royalty rate, growth rates, business mix and discount rate. This review process involved feedback and further input from a wide range of senior executives which has enabled the Group to further refine the initial assumptions as of the date of acquisition. As a result management has revised and finalized the values initially established for the separately identifiable intangible assets as of the date of acquisition. The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair Value		Estimated Useful Life
	(In $ million)
Customer relationships		77		9 to 14 years
Trade names		6		5 years
Patents		4		10 years
Emission reduction credit		1		Indefinite
		88

Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers.

Trade name

The Dopaco trade name is a business to business trade name under which the products are sold. The preliminary value of the trade name is being amortized over 5 years as it is a defensible intangible asset.

Pre-acquisition results

Dopaco contributed revenues of $331 million, profit after income tax of $7 million, EBITDA of $28 million and Adjusted EBITDA of $45 million to the Group for the period from May 2, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed on a pro forma basis additional revenue of $153 million, profit after tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million. These amounts are unaudited.

    Pactiv Corporation

On November 16, 2010, the Group acquired 100% of the outstanding common stock of Pactiv Corporation (“Pactiv”) for a purchase price of $4,452 million (the “Pactiv Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration and the refinancing of certain borrowings that were acquired was provided through a combination of additional borrowings, additional equity and existing cash.

Pactiv is a leading manufacturer of consumer and foodservice packaging products in the United States. The acquisition of Pactiv brought together two consumer and foodservice packaging platforms. The combination increased the Group’s product, geographic and customer diversification and created an extensive and diverse distribution network. The products of the Group and Pactiv are complementary, providing the combined Group

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Notes to the financial statements (Continued)

33.    Business combinations (continued)

with opportunities to generate incremental revenue through cross-selling and category expansion. The Group expects to realize cost savings and operational synergies by consolidating facilities, eliminating duplicative operations, improving supply chain management and achieving other efficiencies.

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values on acquisition
	(In $ million)
Cash and cash equivalents, net of bank overdrafts		91
Trade and other receivables		472
Current tax assets		49
Deferred tax assets		27
Inventories		547
Property, plant and equipment		1,429
Intangible assets (excluding goodwill)		2,715
Other current and non-current assets		60
Trade and other payables		(418	)
Borrowings		(1,485	)
Deferred tax liabilities		(877	)
Provisions and employee benefits		(1,071	)
Net assets acquired		1,539
Non-controlling interests		(18	)
Goodwill on acquisition		2,931
Net assets acquired		4,452
Consideration paid in cash		4,452
Net cash acquired		(91	)
Net cash flow		4,361

Acquisition-related costs of $10 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2010.

The Group identified and measured the property, plant and equipment and separately identifiable intangible assets (excluding goodwill) of $1,429 million and $2,715 million, respectively, with the assistance of a third party valuer.

The fair value of trade receivables is $472 million. The gross contractual amount of trade receivables due at acquisition was $517 million, of which $45 million was expected to be uncollectible.

The goodwill of $2,931 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Pactiv into the Group. The synergies largely relate to benefits from (a) large scale efficiencies in integration of sales, marketing and administration functions, information technology resources, and leveraging lean production capabilities across

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Notes to the financial statements (Continued)

33.    Business combinations (continued)

facilities, (b) eight to nine plant closures, (c) “one face” customer servicing organization, (d) streamlining warehouse and logistics, and (e) centralizing procurement. Except for $514 million, the goodwill recognized is not deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair Value		Estimated Useful Life
	(In $ million)
Trade names - indefinite life		1,075		Indefinite
Trade names - definite life		39		5 years
Customer relationships		1,321		20 years
Technology		188		7.5 years
Permits		88		Indefinite
Favorable leasehold		4		3 to 8 years
		2,715

Trade names

The Pactiv Foodservice trade name has been valued as a business to business trade name with an indefinite life. The Hefty trade name has been valued as a consumer trade name with an indefinite life. The Pactiv trade name used in the consumer products business has been valued as a business to business trade name with a five year useful life.

Customer and distributor relationships

Pactiv’s operations are characterized by arrangements with customers and distributors for the supply of finished packaging products. The separately identifiable intangible assets reflect the estimated value that is attributable to the existing arrangements and the value that is expected from the ongoing relationship.

Technology

Pactiv’s operations include certain proprietary knowledge and processes that have been developed internally. The business operates in product categories where customers and end-users value the technology and innovation that Pactiv’s custom packaging products offer as an alternative to traditional packaging materials.

Permits

Manufacturers that emit pollutants or use hazardous materials are required to meet various federal and state regulatory requirements and obtain the necessary operating permits. Pactiv has obtained numerous operating permits for its plants over the years. As regulatory requirements have evolved, several of its existing permits have been grandfathered and would be very costly, or even impossible, to obtain today.

Pre-acquisition results

The operating results of Pactiv’s consumer products and foodservice packaging businesses have been combined with the operating results of the Group’s Reynolds Consumer Products and Pactiv Foodservice segments, respectively, since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within each related segment, other than revenue, we are unable to quantify the

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Notes to the financial statements (Continued)

33.    Business combinations (continued)

results of the acquired businesses on a stand-alone basis for the year ended December 31, 2011. For the period from January 1, 2011 to November 16, 2011, Pactiv’s revenue was $3,494 million. For the period ended December 31, 2010, Pactiv’s revenue, profit from operating activities, EBITDA and Adjusted EBITDA were $3,679 million, $254 million, $465 million and $656 million, respectively. These amounts provided on a pro forma basis are unaudited and include IFRS adjustments and therefore will not agree to historically reported Pactiv results as Pactiv reported its results under U.S. GAAP.

    Closure Systems International Americas, Inc.

On February 1, 2010, the Group purchased 100% of the issued capital of Obrist Americas, Inc., a U.S. manufacturer of plastic non-dispensing screw closures for carbonated soft drinks and water containers. Total consideration for the acquisition was $36 million and was paid in cash. The acquired company was subsequently renamed Closure Systems International Americas, Inc. (“CSI Americas”).

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values on acquisition
	(In $ million)
Cash and cash equivalents		11
Trade and other receivables		3
Inventories		10
Deferred tax assets		11
Property, plant and equipment		14
Intangible assets (excluding goodwill)		4
Trade and other payables		(7	)
Net assets acquired		46
Difference between net assets acquired and consideration paid		(10	)
Consideration paid, settled in cash		36
Cash acquired		(11	)
Net cash outflow		25

The acquisition of CSI Americas contributed revenue of $52 million and a net profit of $3 million to the Group for the period ended December 31, 2010. If the purchase had occurred on January 1, 2010, management estimates that CSI Americas would have contributed additional revenue of $4 million, additional EBITDA of $3 million and additional profit after tax of $1 million.

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Notes to the financial statements (Continued)

34.    Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

	As of December 31,
	2011		2010
	(In $ million)
Less than one year		111		69
Between 1 and 5 years		247		146
More than 5 years		83		79
Total		441		294

During the period ended December 31, 2011, $107 million was recognized as an expense in the statement of comprehensive income as a component of the profit or loss in respect of operating leases (2010: $51 million; 2009: $50 million).

Leases as lessor

The SIG Combibloc segment leases to customers filling machines under operating leases. The future minimum lease payments under non-cancellable leases are as follows:

	As of December 31,
	2011		2010
	(In $ million)
Less than one year		12		13
Between 1 and 5 years		27		31
More than 5 years		2		3
Total		41		47

During the period ended December 31, 2011 $15 million was recognized as revenue in the statement of comprehensive income (2010: $21 million; 2009: $17 million).

35.    Capital commitments

As of December 31, 2011, the Group had entered into contracts to incur capital expenditure of $106 million (2010: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

36.    Contingencies

	As of December 31,
	2011		2010
	(In $ million)
Contingent liabilities		19		31

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Notes to the financial statements (Continued)

36.    Contingencies (continued)

The contingent liabilities primarily arise from the guarantees given to banks granting credit facilities to the Group’s joint venture company SIG Combibloc Obeikan Company Limited, in Riyadh, Kingdom of Saudi Arabia.

Litigation and legal proceedings

The Group is party to legal proceedings arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management’s assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group’s financial position, results of operations or cash flows in a particular future period. As of December 31, 2011, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness as described in note 25.

37.    Condensed consolidating guarantor financial information

Certain of the Group’s subsidiaries have guaranteed the Group’s obligations under the Notes (as defined in note 25).

The following condensed consolidating financial information presents:

(1)    The condensed consolidating statements of financial position as of December 31, 2011 and 2010 and the related statements of financial performance and cash flows for the each of the periods ended December 31, 2011, 2010, and 2009 of:

a.  Reynolds Group Holdings Limited, the Parent;

b.  Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC, the issuers of the Notes (together the “Issuers”);

c.  the other guarantor subsidiaries;

d.  the non-guarantor subsidiaries; and

e.  the Group on a consolidated basis.

(2)    Adjustments and elimination entries necessary to consolidate Reynolds Group Holdings Limited, the Parent, with the Issuers, the other guarantor subsidiaries and the non-guarantor subsidiaries.

The condensed consolidating statement of financial performance and consolidating statement of cash flows for periods ended December 31, 2011, 2010 and 2009 and the condensed consolidating statement of financial position at December 31, 2011, 2010 and 2009 reflect the current guarantor structure of the Group.

Each guarantor subsidiary is 100% owned by the Parent. The notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed statements of financial performance, financial position and cash flows of each of the companies listed above, together with the

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Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

condensed consolidating statements of financial performance, financial position and cash flows of guarantor and non-guarantor subsidiaries. These have been prepared under the Group’s accounting policies disclosed in note 3 which comply with IFRS with the exception of investments in subsidiaries. Investments in subsidiaries are accounted for using the equity method. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed consolidating statement of financial performance

For the period ended December 31, 2011

	Parent			Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			10,921			1,178			(310	)		11,789
Cost of sales		—			—			(9,034	)		(1,001	)		310			(9,725	)
Gross profit		—			—			1,887			177			—			2,064
Other income, other expenses and share of equity method earnings, net of income tax		(427	)		—			(123	)		(18	)		404			(164	)
Selling, marketing and distribution expenses		—			—			(306	)		(41	)		—			(347	)
General and administration expenses		(2	)		—			(584	)		(42	)		—			(628	)
Profit (loss) from operating activities (“EBIT”)		(429	)		—			874			76			404			925
Financial income		16			695			9			113			(811	)		22
Financial expenses		—			(728	)		(1,373	)		(130	)		811			(1,420	)
Net financial income (expense)		16			(33	)		(1,364	)		(17	)		—			(1,398	)
Profit (loss) before income tax		(413	)		(33	)		(490	)		59			404			(473	)
Income tax benefit (expense)		(4	)		13			71			(24	)		—			56
Profit (loss) for the period		(417	)		(20	)		(419	)		35			404			(417	)

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Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of financial position

As of December 31, 2011*

	Parent			Issuers		Other guarantor entities			Non- guarantor entities		Adjustments and eliminations			Consolidated
	(In $ million)
Assets
Cash and cash equivalents		—			—		461			136		—			597
Trade and other receivables		5			—		1,261			243		—			1,509
Inventories		—			—		1,568			196		—			1,764
Inter-group receivables		—			234		—			4		(238	)		—
Other assets		—			—		143			32		—			175
Total current assets		5			234		3,433			611		(238	)		4,045
Investments in subsidiaries, associates and joint ventures		—			—		1,352			116		(1,349	)		119
Property, plant and equipment		—			—		3,893			653		—			4,546
Investment properties		—			—		29			—		—			29
Intangible assets		—			—		12,076			469		—			12,545
Inter-group receivables		16			10,042		269			1,196		(11,523	)		—
Other assets		271			116		199			41		—			627
Total non-current assets		287			10,158		17,818			2,475		(12,872	)		17,866
Total assets		292			10,392		21,251			3,086		(13,110	)		21,911
Liabilities
Trade and other payables		11			236		1,255			258		—			1,760
Borrowings		1			—		503			17		—			521
Inter-group payables		—			—		238			—		(238	)		—
Other liabilities		4			—		461			65		—			530
Total current liabilities		16			236		2,457			340		(238	)		2,811
Borrowings		—			9,993		5,491			1,141		—			16,625
Inter-group liabilities		479			23		11,248			252		(12,002	)		—
Other liabilities		—			—		2,534			122		—			2,656
Total non-current liabilities		479			10,016		19,273			1,515		(12,002	)		19,281
Total liabilities		495			10,252		21,730			1,855		(12,240	)		22,092
Net assets		(203	)		140		(479	)		1,231		(870	)		(181	)
Equity
Equity attributable to equity holder of the Group		(203	)		140		(479	)		1,231		(892	)		(203	)
Non-controlling interests		—			—		—			—		22			22
Total equity (deficit)		(203	)		140		(479	)		1,231		(870	)		(181	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

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Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of cash flows

For the period ended December 31, 2011

	Parent		Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Net cash from (used in) operating activities		—		(547	)		458			(104	)		636			443
Net cash from (used in) investing activities		—		(3,897	)		(2,460	)		121			3,734			(2,502	)
Included in investing activities:
Acquisition of property, plant and equipment		—		—			(416	)		(95	)		—			(511	)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets and other assets		—		—			58			13			—			71
Acquisition of intangible assets		—		—			(8	)		(1	)		—			(9	)
Acquisition of businesses, net of cash acquired		—		—			(2,048	)		—			—			(2,048	)
Disposal of businesses, net of cash disposed		—		—			—			—			—			—
Net related party advances (repayments)		—		(4,427	)		(31	)		88			4,370			—
Net cash from (used in) financing activities		—		4,419			1,948			9			(4,370	)		2,006
Included in financing activities:
Drawdown of loans and borrowings		—		4,482			4,676			13			—			9,171
Repayment of loans and borrowings		—		—			(6,648	)		(4	)					(6,652	)
Payment of liabilities arising from Graham Packaging Acquisition		—		—			(252	)		—			—			(252	)
Net related party borrowings		—		29			4,364			2			(4,370	)		25
Payment of transaction costs		—		(92	)		(187	)		—			—			(279	)

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Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of financial performance

For the period ended December 31, 2010

	Parent			Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			6,250			824			(300	)		6,774
Cost of sales		—			—			(5,178	)		(646	)		300			(5,524	)
Gross profit		—			—			1,072			178			—			1,250
Other income, other expenses and share of equity method earnings, net of income tax		(102	)		(1	)		138			8			(3	)		40
Selling, marketing and distribution expenses		—			—			(198	)		(33	)		—			(231	)
General and administration expenses		(3	)		—			(362	)		(27	)		—			(392	)
Profit (loss) from operating activities (“EBIT”)		(105	)		(1	)		650			126			(3	)		667
Financial income		14			266			14			120			(348	)		66
Financial expenses		(2	)		(251	)		(727	)		(120	)		348			(752	)
Net financial income (expense)		12			15			(713	)		—			—			(686	)
Profit (loss) before income tax		(93	)		14			(63	)		126			(3	)		(19	)
Income tax benefit (expense)		(4	)		(5	)		(47	)		(22	)		—			(78	)
Profit (loss) for the period		(97	)		9			(110	)		104			(3	)		(97	)

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Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of financial position

As of December 31, 2010

	Parent		Issuers		Other guarantor entities			Non- guarantor entities		Adjustments and eliminations			Consolidated
	(In $ million)
Assets
Cash and cash equivalents		1		25		528			110		—			664
Trade and other receivables		5		—		984			161		—			1,150
Inventories		—		—		1,159			122		—			1,281
Inter-group receivables		—		90		—			5		(95	)		—
Other assets		—		—		186			15		—			201
Total current assets		6		115		2,857			413		(95	)		3,296
Investments in subsidiaries, associates and joint ventures		—		—		903			107		(900	)		110
Property, plant and equipment		—		—		2,930			336		—			3,266
Investment properties		—		—		68			—		—			68
Intangible assets		—		—		8,598			150		—			8,748
Inter-group receivables		16		5,595		123			1,289		(7,023	)		—
Other assets		256		77		127			28		—			488
Total non-current assets		272		5,672		12,749			1,910		(7,923	)		12,680
Total assets		278		5,787		15,606			2,323		(8,018	)		15,976
Liabilities
Trade and other payables		10		90		1,017			129		—			1,246
Borrowings		—		—		138			3		—			141
Inter-group payables		—		—		95			—		(95	)		—
Other liabilities		1		—		396			31		—			428
Total current liabilities		11		90		1,646			163		(95	)		1,815
Borrowings		—		5,559		4,978			1,164		—			11,701
Inter-group liabilities		26		2		6,891			129		(7,048	)		—
Other liabilities		—		5		2,124			67		—			2,196
Total non-current liabilities		26		5,566		13,993			1,360		(7,048	)		13,897
Total liabilities		37		5,656		15,639			1,523		(7,143	)		15,712
Net assets		241		131		(33	)		800		(875	)		264
Equity
Equity attributable to equity holder of the Group		241		131		(33	)		800		(898	)		241
Non-controlling interest		—		—		—			—		23			23
Total equity		241		131		(33	)		800		(875	)		264

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Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of cash flows

For the period ended December 31, 2010

	Parent			Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Net cash from (used in) operating activities		—			(171	)		317			(34	)		271			383
Net cash from (used in) investing activities		(322	)		(3,810	)		(4,594	)		62			4,076			(4,588	)
Included in investing activities:
Purchase of Whakatane Mill		—			—			(46	)		—			—			(46	)
Acquisition of property, plant and equipment		—			—			(250	)		(69	)		—			(319	)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets and other assets		—			—			31			1			—			32
Acquisition of businesses, net of cash acquired		—			—			(4,386	)		—			—			(4,386	)
Acquisition of intangible assets		—			—			(17	)		(1	)		—			(18	)
Disposal of businesses, net of cash disposed		—			—			32			—			—			32
Net related party advances (repayments)		—			(3,980	)		138			15			3,924			97
Net cash from (used in) financing activities		322			3,993			4,412			(35	)		(4,347	)		4,345
Included in financing activities:
Acquisition of businesses under common control		—			—			(1,958	)		—			—			(1,958	)
Drawdown of loans and borrowings		—			4,000			2,820			2			—			6,822
Repayment of loans and borrowings		—			—			(478	)		(3	)		—			(481	)
Proceeds from issues of share capital		322			102			322			—			(424	)		322
Proceeds from related party borrowings		—			—			3,965			—			(3,965	)		—
Repayment of related party borrowings		—			—			—			(32	)		32			—
Payment of transaction costs		—			(99	)		(194	)		—			—			(293	)

F-172

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of financial performance

For the period ended December 31, 2009

	Parent			Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Revenue		—			—			5,451			704			(245	)		5,910
Cost of sales		—			—			(4,374	)		(562	)		245			(4,691	)
Gross profit		—			—			1,077			142			—			1,219
Other income, other expenses and share of equity method earnings, net of income tax		121			—			204			17			(226	)		116
Selling, marketing and distribution expenses		—			—			(182	)		(29	)		—			(211	)
General and administration expenses		(1	)		(1	)		(378	)		(30	)		44			(366	)
Profit (loss) from operating activities (“EBIT”)		120			(1	)		721			100			(182	)		758
Financial income		12			21			13			118			(143	)		21
Financial expenses		(17	)		(20	)		(473	)		(146	)		143			(513	)
Net financial income (expense)		(5	)		1			(460	)		(28	)		—			(492	)
Profit (loss) before income tax		115			—			261			72			(182	)		266
Income tax benefit (expense)		2			—			(141	)		(10	)		—			(149	)
Profit (loss) for the period		117			—			120			62			(182	)		117

F-173

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

37.    Condensed consolidating guarantor financial information (continued)

Condensed consolidating statement of cash flows

For the period ended December 31, 2009

	Parent			Issuers			Other guarantor entities			Non- guarantor entities			Adjustments and eliminations			Consolidated
	(In $ million)
Net cash from (used in) operating activities		—			—			649			10			111			770
Net cash from (used in) investing activities		(544	)		(1,688	)		(104	)		70			2,131			(135	)
Included in investing activities:
Acquisition of property, plant and equipment		—			—			(204	)		(40	)		—			(244	)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets and other assets		—			—			34			7			—			41
Acquisition of intangible assets		—			—			(43	)		(5	)		—			(48	)
Acquisition of businesses, net of cash acquired		—			—			4			—			—			4
Disposal of businesses, net of cash disposed		—			—			—			—			—			—
Net related party advances (repayments)		—			(1,688	)		111			(9	)		1,689			103
Net cash from (used in) financing activities		545			1,699			(465	)		(38	)		(2,242	)		(501	)
Included in financing activities:
Acquisition of businesses under common control		—			—			(1,687	)		—			—			(1,687	)
Drawdown of loans and borrowings		—			1,789			1,504			—			—			3,293
Repayment of loans and borrowings		—			—			(2,350	)		(32	)		—			(2,382	)
Proceeds from issues of share capital		544			—			578			17			(561	)		578
Proceeds from related party borrowings		1			1			1,755			—			(1,689	)		68
Repayment of related party borrowings		—			(1	)		(174	)		(6	)		1			(180	)
Payment of transaction costs		—			(67	)		(83	)		—			—			(150	)

38.    Subsequent events

    Financing Transactions

On February 15, 2012, the Group issued $1,250 million principal amount of 9.875% senior notes due 2019 (the “February 2012 Notes”). Interest on the February 2012 Notes is paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2012. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the February 2012 Notes to the extent permitted by law.

The net proceeds from the February 2012 Notes were used to redeem and discharge the $14 million outstanding aggregate principal amount of the Graham Packaging 2017 Notes, the $19 million outstanding aggregate principal amount of the Graham Packaging 2018 Notes, the $355 million outstanding aggregate principal amount of the Graham Packaging 2014 Notes and the $249 million outstanding aggregate principal amount of the Pactiv 2012 Notes. The loss on extinguishment of this debt was $1 million in aggregate.The remaining net proceeds from the February 2012 Notes were used for general corporate purposes.

F-174

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

38.    Subsequent events (continued)

On March 20, 2012, Graham Packaging Holdings Company and certain of its subsidiaries organized in the United States guaranteed the February 2012 Notes, the Notes, the 2007 Notes and the August 2011 Credit Agreement and provided collateral security for the Secured Notes and the August 2011 Credit Agreement. This change to the guarantee structure is reflected in the condensed consolidating guarantor financial information as presented in note 37.

Following the guarantee of the August 2011 Credit Agreement by Graham Packaging Holdings Company and certain of its subsidiaries as described above, the requirement to make additional principal amortization payments of $50 million per quarter under the August 2011 Credit Agreement terminated.

The Group filed registration statements with the SEC pursuant the Securities Act of 1933, as amended, for a registered offer to exchange the Notes for new registered notes having terms substantially identical to the terms of the original Notes. The registration statement with respect to the Notes other than the February 2012 Senior Notes was declared effective by the SEC on June 25, 2012, and on July 25, 2012 the exchange offer for the new registered notes was consummated. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and on August 10, 2012, the Group consummated the exchange offer and consent solicitation whereby (i) $1,241 million of the outstanding principal amount of the February 2012 Senior Notes were exchanged for a corresponding principal amount of additional registered August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other provisions with respect to the remaining $9 million outstanding principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, the Group issued $3,250 million principal amount of 5.750% senior secured notes due 2020 (the “September 2012 Senior Secured Notes”). Interest on the September 2012 Senior Secured Notes will be paid semi-annually on April 15 and October 15 of each year, commencing on April 15, 2013. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the September 2012 Senior Secured Notes, to the extent permitted by law. The net proceeds from the September 2012 Senior Secured Notes were or will be used to repay a portion of the August 2011 Credit Agreement and to repurchase and redeem the 2009 Senior Secured Notes (Dollar) as discussed below and for general corporate purposes.

A portion of the proceeds from the September 2012 Senior Secured Notes was used to repurchase $777 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on September 28, 2012 pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar) and to redeem the remaining $348 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on October 29, 2012. The loss on extinguishment of the 2009 Senior Secured Notes (Dollar) was $68 million in aggregate.

On September 28, 2012, the Company and certain members of the Group became parties to an amended and restated senior secured credit agreement (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement. Under the September 2012 Credit Agreement, $2,235 million and €300 million of term loans were drawn. These proceeds, together with a portion of the proceeds of the September 2012 Senior Secured Notes and available cash of the Group, were used to fully repay and extinguish the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The loss on extinguishment of

F-175

Reynolds Group Holdings Limited

Notes to the financial statements (Continued)

38.    Subsequent events (continued)

the August 2011 Credit Agreement was $90 million in aggregate. The remaining proceeds have been or will be used for general corporate purposes. The term loans under the September 2012 Credit Agreement mature on September 28, 2018 with quarterly amortization payments of 0.25% per quarter. The U.S. and European term loans incur interest at LIBOR plus a margin of 3.75% and 4.00%, respectively, with a floor of 1.00%. All of the entities that were guarantors of the August 2011 Credit Agreement have guaranteed the September 2012 Credit Agreement, to the extent permitted by law.

    RGHL securitization

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes (Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

    Income taxes

In May 2012, Evergreen submitted a refund claim to the IRS to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit.

    Other

In January 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

The terms of the instruments governing our indebtedness permit us to pay management fees for management, consulting, monitoring and advisory services. Prior to December 2012, no management fees had been charged to the Company. On December 20, 2012, the Company paid a management fee of $32 million to Rank Group Limited.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to December 31, 2011, which would require accrual or disclosure in these financial statements.

F-176

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed financial statements

for the three and nine month periods ended

September 30, 2012 and September 30, 2011

F-177

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of comprehensive income

			For the three month period ended September 30,						For the nine month period ended September 30,
	Note		2012			2011*			2012			2011*
			(In $ million)
Revenue				3,454			3,069			10,357			8,279
Cost of sales				(2,804	)		(2,553	)		(8,429	)		(6,830	)
Gross profit				650			516			1,928			1,449
Other income		7		42			24			128			68
Selling, marketing and distribution expenses				(87	)		(98	)		(264	)		(266	)
General and administration expenses				(187	)		(143	)		(633	)		(436	)
Other expenses		8		(29	)		(78	)		(147	)		(224	)
Share of profit of associates and joint ventures, net of income tax				7			6			19			14
Profit from operating activities				396			227			1,031			605
Financial income		9		54			2			42			19
Financial expenses		9		(641	)		(521	)		(1,304	)		(1,075	)
Net financial expenses				(587	)		(519	)		(1,262	)		(1,056	)
Loss before income tax				(191	)		(292	)		(231	)		(451	)
Income tax benefit		10		87			8			129			65
Profit (loss) for the period				(104	)		(284	)		(102	)		(386	)
Other comprehensive income (loss) for the period, net of income tax
Exchange differences on translating foreign operations				1			48			41			(88	)
Total other comprehensive income (loss) for the period, net of income tax				1			48			41			(88	)
Total comprehensive income (loss) for the period				(103	)		(236	)		(61	)		(474	)
Profit (loss) attributable to:
Equity holder of the Group				(103	)		(284	)		(102	)		(387	)
Non-controlling interests				(1	)					—			1
				(104	)		(284	)		(102	)		(386	)
Total comprehensive income (loss) attributable to:
Equity holder of the Group				(102	)		(236	)		(61	)		(475	)
Non-controlling interests				(1	)		—			—			1
				(103	)		(236	)		(61	)		(474	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three and nine month periods ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of comprehensive income should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-178

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of financial position

	Note		As of September 30, 2012			As of December 31, 2011*
			(In $ million)
Assets
Cash and cash equivalents				1,807			597
Trade and other receivables				1,573			1,504
Inventories		11		1,736			1,764
Current tax assets				41			39
Assets held for sale				20			70
Derivatives				7			1
Other assets				84			65
Total current assets				5,268			4,040
Non-current receivables				50			55
Investments in associates and joint ventures				133			119
Deferred tax assets				26			29
Property, plant and equipment		12		4,368			4,546
Investment properties				32			29
Intangible assets		13		12,311			12,545
Derivatives				185			122
Other assets				184			150
Total non-current assets				17,289			17,595
Total assets				22,557			21,635
Liabilities
Bank overdrafts				3			3
Trade and other payables				1,874			1,749
Liabilities directly associated with assets held for sale				—			20
Borrowings		14		392			520
Current tax liabilities				114			161
Derivatives				5			16
Employee benefits				246			228
Provisions		15		92			98
Total current liabilities				2,726			2,795
Non-current payables				44			38
Borrowings		14		17,938			16,641
Deferred tax liabilities				1,338			1,548
Employee benefits				902			936
Provisions		15		131			134
Total non-current liabilities				20,353			19,297
Total liabilities				23,079			22,092
Net liabilities				(522	)		(457	)
Equity
Share capital				1,417			1,417
Reserves				(1,214	)		(1,255	)
Accumulated losses				(745	)		(641	)
Equity attributable to equity holder of the Group				(542	)		(479	)
Non-controlling interests				20			22
Total equity (deficit)				(522	)		(457	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of financial position should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-179

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of changes in equity

	Share capital		Translation of foreign operations			Other reserves			Accumulated losses			Equity attributable to equity holder of the Group			Non- controlling interests			Total
	(In $ million)
Balance at the beginning of the period (January 1, 2011)		1,417		331			(1,561	)		(219	)		(32	)		23			(9	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax*		—		—			—			(387	)		(387	)		1			(386	)
Foreign currency exchange translation reserve		—		(88	)		—			—			(88	)		—			(88	)
Total comprehensive income (loss) for the period*		—		(88	)		—			(387	)		(475	)		1			(474	)
Balance as of September 30, 2011*		1,417		243			(1,561	)		(606	)		(507	)		24			(483	)
Balance at the beginning of the period (January 1, 2012)*		1,417		306			(1,561	)		(641	)		(479	)		22			(457	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax		—		—			—			(102	)		(102	)		—			(102	)
Foreign currency exchange translation reserve		—		41			—			—			41			—			41
Total comprehensive income (loss) for the period		—		41			—			(102	)		(61	)		—			(61	)
Purchase of non-controlling interest		—		—			—			(2	)		(2	)		(1	)		(3	)
Dividends paid to non-controlling interests		—		—			—			—			—			(1	)		(1	)
Balance as of September 30, 2012		1,417		347			(1,561	)		(745	)		(542	)		20			(522	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited condensed statements of changes in equity should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-180

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of cash flows

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Cash flows from operating activities
Cash received from customers		10,321			8,021
Cash paid to suppliers and employees		(8,512	)		(7,161	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change of control and other acquisition costs		—			(84	)
Payment to related party for use of tax losses		(10	)		—
Net cash from operating activities		531			163
Cash flows used in investing activities
Acquisition of property, plant and equipment and investment properties		(427	)		(337	)
Proceeds from sale of property, plant and equipment, investment properties and other assets		30			17
Acquisition of intangible assets		(14	)		(10	)
Acquisition of businesses, net of cash acquired		(32	)		(2,048	)
Disposal of business, net of cash disposed		94			—
Pre-acquisition advance to Graham Packaging		—			(20	)
Interest received		4			4
Dividends received from joint ventures		6			6
Net cash used in investing activities		(339	)		(2,388	)
Cash flows from financing activities
Drawdown of loans and borrowings:
September 2012 Credit Agreement		2,623			—
September 2012 Senior Secured Notes		3,250			—
February 2012 Senior Notes		1,250			—
August 2011 Credit Agreement		—			4,666
August 2011 Notes		—			2,482
February 2011 Notes		—			2,000
2009 Credit Agreement		—			10
Other borrowings		26			6
Repayment of loans and borrowings:
2011 Credit Agreement		(4,573	)		(12	)
2009 Credit Agreement		—			(4,168	)
2009 Notes		(768	)		—
Graham Packaging Notes		(388	)		(1,935	)
Pactiv 2012 Notes		(249	)		—
Other borrowings		(48	)		(3	)
Payment of liabilities arising from the Graham Packaging acquisition(1)		—			(252	)
Payment of transaction costs		(98	)		(209	)
Payment of finance lease liabilities		(2	)		—
Related party borrowings		(23	)		25
Dividends paid to related parties and non-controlling interests		(2	)		(2	)
Net cash from financing activities		998			2,608
Net increase (decrease) in cash and cash equivalents		1,190			383
Cash and cash equivalents at the beginning of the period		594			652
Effect of exchange rate fluctuations on cash held		20			2
Cash and cash equivalents at the end of the period		1,804			1,037
Cash and cash equivalents comprise
Cash and cash equivalents		1,807			1,046
Bank overdrafts		(3	)		(9	)
Cash and cash equivalents at the end of the period		1,804			1,037

(1) Includes amounts paid under a pre-acquisition income tax receivable agreement with certain pre-IPO shareholders that required payment as a result of the acquisition.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-181

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of cash flows — (Continued)

Reconciliation of the profit (loss) for the period with the net cash from operating activities

	For the nine month period ended September 30,
	2012			2011*
	(In $ million)
Profit (loss) for the period		(102	)		(386	)
Adjustments for:
Depreciation of property, plant and equipment		584			432
Depreciation of investment properties		—			1
Amortization of intangible assets		272			221
Asset impairment charges		33			10
Net foreign currency exchange loss		6			11
Change in fair value of derivatives		(19	)		25
Gain on sale of businesses		(66	)		(5	)
Net financial expenses		1,262			1,056
Share of profit of equity accounted investees		(19	)		(14	)
Income tax benefit		(129	)		(65	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change in trade and other receivables		(67	)		(100	)
Change in inventories		33			(327	)
Change in trade and other payables		54			77
Change in provisions and employee benefits		(27	)		(132	)
Change in other assets and liabilities		(16	)		(28	)
Net cash from operating activities		531			163

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Purchasing acquisition. Refer to note 2.5.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-182

Beverage Packaging Holdings (Luxembourg) I S.A.

Interim unaudited condensed statements of cash flows — (Continued)

Acquisitions and disposals of businesses

	For the nine month period ended September 30,
	2012						2011
	Acquisitions			Disposals			Acquisitions*			Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(32	)		80			(2,195	)		—
Net cash (bank overdraft) acquired (disposed of)		—			—			144			—
Cash received from the repayment of notes receivable for a previously disposed business		—			14			—			—
		(32	)		94			(2,051	)		—
Cash and cash equivalents, net of bank overdrafts		—			—			(144	)		—
Consideration subsequently received due to post-closing adjustments		—			—			3			—
Discharge of notes receivable relating to a previously disposed business		—			(14	)		—			—
Net assets (acquired) disposed of		(32	)		80			(2,192	)		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents		—			—			(149	)		—
Trade and other receivables		—			11			(361	)		—
Assets held for sale		—			—			(10	)		—
Derivative assets		—			—			(9	)		—
Current tax assets		—			—			(4	)		—
Inventories		—			15			(350	)		—
Deferred tax assets		—			—			(6	)		—
Property, plant and equipment		—			—			(1,526	)		—
Intangible assets (excluding goodwill)		—			—			(2,463	)		—
Goodwill		—			—			(1,754	)		—
Other current and non-current assets **		(30	)		7			(36	)		—
Investment in associates and joint venture		—			—			(1	)		—
Bank overdrafts		—			—			5			—
Trade and other payables		—			(13	)		720			—
Current tax liabilities		—			—			39			—
Borrowings		—			—			2,851			—
Deferred tax liabilities		—			—			629			—
Provisions and employee benefits		—			(6	)		233			—
Net assets (acquired) disposed of		(30	)		14			(2,192	)		—
Gain on acquisition		—			66			—			—
Non-controlling interests		(2	)		—			—			—
		(32	)		80			(2,192	)		—

Refer to note 18 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

** During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the relative size and the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated and was accounted for against other non-current assets in the Group’s consolidated financial statements.

The interim unaudited condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited condensed financial statements.

F-183

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements

For the three and nine month periods ended September 30, 2012

1.    Reporting entity

Beverage Packaging Holdings (Luxembourg) I S.A. (the “Company”) is a company domiciled in Luxembourg and registered in the Luxembourg “Registre de Commerce et des Sociétiés.”

The interim unaudited condensed financial statements of the Company as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and September 30, 2011 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the “Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of the Company is 6C, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.

2.    Basis of preparation

2.1    Statement of compliance

The interim unaudited condensed financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting.” The disclosures required in these interim unaudited condensed financial statements are less extensive than the disclosure requirements for annual financial statements. The December 31, 2011 statement of financial position as presented in the interim unaudited condensed financial statements was derived from the Group’s audited financial statements for the year ended December 31, 2011, but does not include the disclosures required by IFRS as issued by the IASB.

The interim unaudited condensed financial statements comprise the statements of comprehensive income, financial position, changes in equity and cash flows as well as the relevant notes to the interim unaudited condensed financial statements.

The interim unaudited condensed financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited condensed financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2    Going concern

The interim unaudited condensed financial statements have been prepared using the going concern assumption.

2.3    Basis of measurement

The interim unaudited condensed financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan net liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

F-184

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

2.4    Presentation currency

These interim unaudited condensed financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to the preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. The change in values of certain assets resulted in changes to depreciation and amortization expense recognized in the period since acquisition. Refer to note 18.1 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 3.1(a) of the financial statements of the Group for the year ended December 31, 2011, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
				(In $ million)
As of December 31, 2011
Current assets		4,049			(9	)		4,040
Non-current assets		17,563			32			17,595
Total assets		21,612			23			21,635
Current liabilities		2,791			4			2,795
Non-current liabilities		19,274			23			19,297
Total liabilities		22,065			27			22,092
Net liabilities		(453	)		(4	)		(457	)

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 18).

The finalization of the purchase accounting had an impact on certain previously published financial statements. For 2012, profit after tax decreased by $1 million for the three month period ended March 31 and increased by $1 million for the three month period ended June 30. For 2011, profit after tax decreased by $4 million for the three and nine month periods ended September 30. The changes in profit after tax are primarily due to changes in depreciation and amortization expense and the related tax impacts. The finalization of this purchase accounting had no effect on total other comprehensive income (loss), net of income tax, for the three and nine month periods ended September 30, 2011. The finalization of this purchase accounting had no effect on the Group’s statement of cash flows, EBITDA or Adjusted EBITDA for any period.

In connection with the integration of the acquired Pactiv operations into the Reynolds Consumer Products and Pactiv Foodservice segments, the Group has completed a number of internal reorganizations which now enable these segments to report inventory transfers as inter-segment revenue and cost of sales. As a result, the

F-185

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Group revised its policy for recording inventory transfers from the Pactiv Foodservice segment to the Reynolds Consumer Products segment to present the transfers as inter-segment revenue effective in the first quarter of 2012. Prior to this, inter-segment inventory transfers had been recorded within the combined businesses’ shared balance sheet and not as inter-segment revenue. To conform to the current period presentation, information with respect to business segment reporting as presented for the three and nine month periods ended September 30, 2011 has been revised for the Pactiv Foodservice segment. As a result of this revision, inter-segment revenue of the Pactiv Foodservice segment increased by $120 million and $380 million for the three and nine month periods ended September 30, 2011, respectively, with corresponding increases in the corporate inter-segment revenue elimination. The revision had no impact on segment gross profit, profit from operating activities, EBITDA, Adjusted EBITDA and net loss for the three and nine month periods ended September 30, 2011, and no impact on the interim unaudited condensed statement of cash flows for the nine month period ended September 30, 2011.

During the three month period ended June 30, 2012, the Group made an adjustment to correct for the overstatement of a deferred tax liability. The liability should have been offset against existing unrecognized deferred tax assets within the same jurisdiction from the date certain Luxembourg entities elected to file a consolidated return in the fourth quarter of 2010. The adjustment increased income tax benefit and net profit by $3 million for the nine month period ended September 30, 2012. The adjustment had no impact on EBITDA and Adjusted EBITDA for the three and nine month periods ended September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustment did not have a material impact on any current or previously reported financial statements.

During the three month period ended June 30, 2012, the SIG segment made two cumulative adjustments to correct for the accounting for costs incurred during the construction of aseptic filler machines. In the period since May 2007, certain period costs were inappropriately capitalized rather than expensed as incurred. In addition, $27 million of cumulative expenses incorrectly recognized in cost of sales have been reclassified into general and administration. The adjustments reduced the SIG segment’s and the Group’s net income and EBITDA by $4 million and $10 million, respectively, for the nine month period ended September 30, 2012. There was no impact on Adjusted EBITDA. The adjustments reduced non-current assets and net deferred tax liabilities by $7 million and $2 million, respectively, as of September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustments did not have a material impact on any current or previously reported financial statements.

During the three month period ended September 30, 2011, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million in the three and nine month periods ended September 30, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of September 30, 2011. This adjustment had no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the three and nine month periods ended September 30, 2011, nor any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

2.6    Accounting policies and recently issued accounting pronouncements

The accounting policies applied by the Group in the interim unaudited condensed financial statements are consistent with those applied by the Group in its annual financial statements for the year ended December 31, 2011.

F-186

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Recently Issued Accounting Pronouncements

There have been no issued accounting pronouncements during the nine month period ended September 30, 2012 that significantly impact the Group.

As detailed in the Group’s financial statements for the year ended December 31, 2011, revised IAS 19 “Employee Benefits” will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

Other than the item noted above, there have been no material changes to any previously issued accounting pronouncements or to the Group’s evaluation of the related impact as disclosed by the Group in the annual financial statements for the year ended December 31, 2011.

3.    Use of estimates and judgments

In the preparation of the interim unaudited condensed financial statements, the Directors and management have made certain estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

3.1    Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Goodwill and indefinite life intangibles are tested for impairment on an annual basis or when there is an indication of impairment. Determining whether goodwill and indefinite life intangible assets are impaired requires estimation of the recoverable values of the cash generating units (“CGU”) to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the CGU being reviewed). Significant judgment is involved in estimating the fair value of a CGU. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.

The determination of the existence of an indicator of impairment requires significant judgment. When completing this evaluation, the Group considers a range of factors that influence the future maintainable earnings of the CGU. External factors considered include items such as changes in the technological, market, economic or legal environment in which the CGU operates. Internal factors include items such as operating efficiencies and cost structure that impact net cash flows or operating profit.

F-187

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Upon finalization of purchase accounting and final allocation of goodwill to the Graham Packaging segment, the Group performed an initial impairment analysis with respect to the carrying value of goodwill for the Graham Packaging segment. As a result of this initial test, which was completed within one year of the anniversary of the acquisition, no impairment charge was identified.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

3.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

3.3    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than 12 months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment.

The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a) of the annual financial statements of the Group for the year ended December 31, 2011, any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition.

4.    Seasonality and Working Capital Fluctuations

Our business is impacted by seasonal fluctuations.

SIG

SIG’s operations are moderately seasonal. SIG’s customers are principally engaged in providing products such as beverages and food that are generally less sensitive to seasonal effects, although SIG experiences some seasonality as a result of increased consumption of juices and tea during the summer months in Europe. SIG therefore typically experiences a greater level of carton sleeve sales in the second and third quarters. Sales in the fourth quarter can increase due to additional purchases by customers prior to the end of the year to achieve annual volume rebates that SIG offers.

F-188

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Evergreen

Evergreen’s operations are moderately seasonal. Evergreen’s customers are principally engaged in providing products that are generally less sensitive to seasonal effects, although Evergreen does experience some seasonality as a result of increased consumption of milk by school children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and fourth quarters when North American schools are in session.

Closures

Closures’ operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures’ customers typically begin building inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales in the second and third quarters in the Northern Hemisphere, which represented 83% of Closures’ total revenue in 2011, and in the fourth and first quarters in the Southern Hemisphere, which represented 17% of Closures’ total revenue in 2011.

Reynolds Consumer Products

Reynolds Consumer Products’ operations are moderately seasonal based on the different product lines. Sales of cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday season. Sales of waste and storage products are typically higher in the second half of the year.

Pactiv Foodservice

Pactiv Foodservice’s operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest, and the holiday season lead to increased consumption. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

Graham Packaging’s operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically the business begins to build inventory in the first and early second quarters to prepare for the summer demand.

5.    Financial risk management

5.1    Financial risk factors

Exposure to market risk (including currency risk, interest rate risk and commodity prices), credit risk and liquidity risk arises in the normal course of the Group’s business. During the nine month period ended September 30, 2012, the Group continued to apply the risk management objectives and policies which were disclosed in the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited condensed financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2011.

5.2    Liquidity risk

As described in note 14, during the nine month period ended September 30, 2012, the Group issued the February 2012 Senior Notes, the September 2012 Senior Secured Notes, and refinanced the August 2011 Credit

F-189

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Agreement. As a result of the notes issuance and other changes in borrowings, the Group’s contractual cash flows related to total borrowings as of September 30, 2012 are as follows:

	Total debt and interest		Less than one year		One to three years		Three to five years		Greater than five years
	(In $ million)
As of September 30, 2012 *		27,916		1,646		2,733		4,702		18,835
As of December 31, 2011 *		26,635		1,878		3,453		5,841		15,463

* The interest rates on the floating rate debt balances have been assumed to be the same as the rates as of September 30, 2012 and December 31, 2011, respectively.

Trade and other payables that are due for payment in less than one year were $1,874 million and $1,749 million as of September 30, 2012 and December 31, 2011, respectively.

Refer to note 20 for additional changes in the contractual cash flows of the Group’s other financial liabilities.

5.3    Fair value measurements recognized in the statements of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of September 30, 2012
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		2			—		2
Embedded derivatives		—		191			—		191
Total		—		193			—		193
As of December 31, 2011
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107

F-190

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

There were no transfers between any levels during the nine month period ended September 30, 2012. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these assets.

6.    Segment reporting

The Group’s reportable business segments are as follows:

• SIG — SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

• Closures — Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

• Reynolds Consumer Products — Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware.

• Pactiv Foodservice — Pactiv Foodservice is a manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers.

• Graham Packaging — Graham Packaging manufactures value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 18).

The Chief Operating Decision Maker does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses and income tax benefit and expense.

The performance of the operating segments is assessed by the Chief Operating Decision Maker based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s-length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds Consumer Products’ sales to Pactiv Foodservice which are sold at cost.

F-191

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Business segment reporting

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		519			395			320			615			859			746			—			3,454
Total inter-segment revenue		—			23			3			36			112			—			(174	)		—
Total segment revenue		519			418			323			651			971			746			(174	)		3,454
Gross profit		131			59			65			175			150			67			3			650
Expenses and other income		(31	)		(16	)		(31	)		(48	)		(79	)		(57	)		1			(261	)
Share of profit of associates and joint ventures		7			—			—			—			—			—			—			7
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Financial income																							54
Financial expenses																							(641	)
Loss before income tax																							(191	)
Income tax benefit																							87
Loss after income tax																							(104	)
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Depreciation and amortization		51			14			18			33			75			97			—			288
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52			160			146			107			4			684

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-192

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52		160			146			107		4			684
Included in EBITDA:
Asset impairment charges		—			—			—		—			6			3		—			9
Business acquisition and integration costs		—			—			—		—			2			5		—			7
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(5	)		—			—		—			—			—		—			(5	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			1			—		—			1
Non-cash pension income		—			—			—		—			—			—		(12	)		(12	)
Operational process engineering-related consultancy costs		—			—			—		1			3			—		5			9
Restructuring costs (recoveries)		—			1			—		—			2			1		(1	)		3
SEC registration costs		—			—			—		—			—			—		1			1
Unrealized gain on derivatives		(8	)		(1	)		—		(15	)		(1	)		—		—			(25	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		—			—			1		—			(3	)		—		—			(2	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		144			57			54		146			156			116		(3	)		670

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-193

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		1,506			1,175			956			1,816			2,547			2,357			—			10,357
Total inter-segment revenue		—			61			10			77			358			—			(506	)		—
Total segment revenue		1,506			1,236			966			1,893			2,905			2,357			(506	)		10,357
Gross profit		380			172			182			502			463			228			1			1,928
Expenses and other income		(198	)		(45	)		(93	)		(178	)		(194	)		(197	)		(11	)		(916	)
Share of profit of associates and joint ventures		18			1			—			—			—			—			—			19
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Financial income																							42
Financial expenses																							(1,304	)
Loss before income tax																							(231	)
Income tax benefit																							129
Loss after income tax																							(102	)
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Depreciation and amortization		162			42			54			97			213			288			—			856
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143			421			482			319			(10	)		1,887

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-194

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143		421			482			319		(10	)		1,887
Included in EBITDA:
Asset impairment charges		—			—			—		—			11			15		—			26
Business acquisition and integration costs		—			—			—		2			18			14		3			37
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(12	)		—			—		—			—			—		—			(12	)
Fixed asset write-down		10			—			—		—			—			—		—			10
Gain on sale of businesses		—			—			—		—			(66	)		—		—			(66	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			11			—		—			11
Non-cash inventory charge		—			—			—		3			6			—		—			9
Non-cash pension income		—			—			—		—			—			—		(37	)		(37	)
Operational process engineering-related consultancy costs		1			—			—		1			11			—		5			18
Restructuring costs (recoveries)		19			1			1		—			3			25		(1	)		48
SEC registration costs		—			—			—		—			—			—		7			7
Unrealized (gain) loss on derivatives		(2	)		(3	)		1		(11	)		(2	)		—		—			(17	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		(1	)		—			1		—			(5	)		—		—			(5	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		376			168			147		416			469			373		(33	)		1,916
Segment assets as of September 30, 2012		3,219			2,334			1,886		5,094			6,194			5,669		(1,839	)		22,557

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-195

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate / unallocated*†			Total
	(In $ million)
Total external revenue		512			405			352			613			931			256			—			3,069
Total inter-segment revenue		—			13			3			13			130			—			(159	)		—
Total segment revenue		512			418			355			626			1,061			256			(159	)		3,069
Gross profit		99			66			59			144			152			(1	)		(3	)		516
Expenses and other income		(61	)		(14	)		(27	)		(78	)		(103	)		(29	)		17			(295	)
Share of profit of associates and joint ventures		5			1			—			—			—			—			—			6
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Financial income																							2
Financial expenses																							(521	)
Loss before income tax																							(292	)
Income tax benefit																							8
Loss after income tax																							(284	)
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Depreciation and amortization		67			15			20			39			75			32			—			248
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		110			68			52			105			124			2			14			475

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the three month period ended September 30, 2011 has been revised to conform to the presentation of the three month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-196

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2011‡
	SIG			Evergreen			Closures		Reynolds Consumer Products		Pactiv Foodservice†		Graham Packaging		Corporate / unallocated*†			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		110			68			52		105		124		2		14			475
Included in EBITDA:
Asset impairment charges		—			—			—		—		4		—		—			4
Business acquisition and integration costs		—			—			—		3		15		1		2			21
Business interruption costs		2			—			—		—		—		—		—			2
Change of control payments		—			—			—		—		—		12		—			12
Equity method profit not distributed in cash		(3	)		(1	)		—		—		—		—		—			(4	)
Gain on modification of plan benefits		—			—			—		—		—		—		(18	)		(18	)
Impact of purchase price accounting on inventories		—			—			—		—		—		26		—			26
Non-cash pension income		—			—			—		1		1		—		(6	)		(4	)
Operational process engineering-related consultancy costs		—			—			—		10		3		—		—			13
Restructuring costs		—			—			2		2		7		—		1			12
SEC registration costs		—			—			—		—		—		—		1			1
Unrealized loss on derivatives		—			1			2		12		2		—		—			17
VAT and customs duties on historical imports		6			—			—		—		—		—		—			6
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		115			68			56		133		156		41		(6	)		563

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the three month period ended September 30, 2011 has been revised to conform to the presentation of the three month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-197

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate / unallocated*†			Total
	(In $ million)
Total external revenue		1,498			1,168			1,017			1,808			2,532			256			—			8,279
Total inter-segment revenue		—			29			9			43			407			—			(488	)		—
Total segment revenue		1,498			1,197			1,026			1,851			2,939			256			(488	)		8,279
Gross profit		309			161			161			427			395			(1	)		(3	)		1,449
Expenses and other income		(185	)		(43	)		(69	)		(214	)		(307	)		(29	)		(11	)		(858	)
Share of profit of associates and joint ventures		13			1			—			—			—			—			—			14
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(14	)		605
Financial income																							19
Financial expenses																							(1,075	)
Loss before income tax																							(451	)
Income tax benefit																							65
Loss after income tax																							(386	)
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(14	)		605
Depreciation and amortization		193			45			58			112			214			32			—			654
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2			(14	)		1,259

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-198

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging		Corporate / unallocated*†			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2		(14	)		1,259
Included in EBITDA:
Asset impairment charges		4			—			—			—			6			—		—			10
Business acquisition and integration costs		—			—			—			3			27			1		25			56
Business interruption costs (recoveries)		2			—			1			(1	)		—			—		—			2
Change of control payments		—			—			—			—			—			12		—			12
Equity method profit not distributed in cash		(7	)		(2	)		—			—			—			—		—			(9	)
Gain on modification of plan benefits		—			—			—			—			—			—		(18	)		(18	)
Gain on sale of businesses		—			—			(5	)		—			—			—		—			(5	)
Impact of purchase price accounting on inventories		—			—			—			—			6			26		—			32
Non-cash inventory charge		—			—			—			1			2			—		—			3
Non-cash pension expense (income)		—			—			—			2			3			—		(36	)		(31	)
Operational process engineering-related consultancy costs		—			—			—			19			12			—		3			34
Restructuring costs		1			—			3			11			46			—		19			80
SEC registration costs		—			—			—			—			—			—		2			2
Unrealized loss on derivatives		—			—			1			22			3			—		—			26
VAT and customs duties on historical imports		6			—			—			—			—			—		—			6
Other		—			—			—			—			(1	)		—		—			(1	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		336			162			150			382			406			41		(19	)		1,458
Segment assets as of December 31, 2011‡		3,218			1,398			1,774			4,916			5,892			5,755		(1,318	)		21,635

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 have been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-199

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

7.    Other income

	For the three month period ended September 30,				For the nine month period ended September 30,
	2012		2011		2012		2011
	(In $ million)
Gain on sale of businesses		—		—		66		5
Income from facility management		—		3		1		9
Income from miscellaneous services		2		—		6		—
Rental income from investment properties		—		2		1		5
Royalty income		1		2		3		3
Sale of by-products		6		8		19		23
Unrealized gains on derivatives		25		—		17		—
Other		8		9		15		23
Total other income		42		24		128		68

During the nine month period ended September 30, 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

8.    Other expenses

	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Asset impairment charges		(9	)		(4	)		(26	)		(10	)
Business acquisition and integration costs		(7	)		(21	)		(37	)		(56	)
Business interruption costs		(1	)		(2	)		(1	)		(2	)
Loss on sale of property, plant and equipment		(3	)		—			—			—
Manufacturing plant fire, net of insurance recoveries		—			—			(10	)		—
Net foreign currency exchange loss		(1	)		(3	)		(6	)		(10	)
Operational process engineering-related consultancy costs		(4	)		(13	)		(13	)		(34	)
Restructuring costs		(3	)		(12	)		(47	)		(80	)
SEC registration costs		(1	)		(1	)		(7	)		(2	)
Unrealized losses on derivatives		—			(17	)		—			(26	)
VAT and customs duties on historical imports		—			(6	)		1			(6	)
Other		—			1			(1	)		2
Total other expenses		(29	)		(78	)		(147	)		(224	)

F-200

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

9.    Financial income and expenses

		For the three month period ended September 30,						For the nine month period ended September 30,
	Note	2012			2011			2012			2011
		(In $ million)
Interest income			2			2			5			5
Net gain in fair values of derivatives			—			—			35			—
Net foreign currency exchange gain			52			—			2			14
Financial income			54			2			42			19
Interest expense:
August 2011 Credit Agreement			(73	)		(45	)		(225	)		(90	)
2009 Credit Agreement			—			—			—			(29	)
February 2012 Senior Notes			(14	)		—			(60	)		—
August 2011 Notes			(72	)		(31	)		(180	)		(31	)
February 2011 Notes			(38	)		(38	)		(116	)		(101	)
October 2010 Notes			(62	)		(60	)		(191	)		(181	)
May 2010 Senior Notes			(21	)		(22	)		(67	)		(65	)
2009 Senior Secured Notes			(33	)		(38	)		(99	)		(111	)
Related Party Notes			(24	)		(28	)		(75	)		(83	)
Pactiv 2012 Notes			—			(4	)		(3	)		(11	)
Pactiv 2017 Notes			(6	)		(6	)		(18	)		(18	)
Pactiv 2018 Notes			—			—			(1	)		(1	)
Pactiv 2025 Notes			(5	)		(5	)		(16	)		(16	)
Pactiv 2027 Notes			(4	)		(4	)		(12	)		(12	)
Graham Packaging 2014 Notes			—			(3	)		(7	)		(3	)
Graham Packaging 2017 Notes			—			(2	)		—			(2	)
Graham Packaging 2018 Notes			—			(2	)		—			(2	)
Related party borrowings			—			—			(1	)		(1	)
Amortization of:
Debt issuance costs:
August 2011 Credit Agreement			(2	)		(1	)		(6	)		(2	)
February 2012 Senior Notes			(1	)		—			(2	)		—
August 2011 Notes			(2	)		(1	)		(5	)		(1	)
February 2011 Notes			(1	)		(1	)		(2	)		(2	)
October 2010 Notes			(3	)		(2	)		(7	)		(7	)
May 2010 Senior Notes			(1	)		(1	)		(3	)		(2	)
2009 Senior Secured Notes			(2	)		(2	)		(6	)		(6	)
Related Party Notes			(1	)		(1	)		(3	)		(3	)
Fair value adjustment on acquired notes			1			3			2			7
Original issue discounts(a)			(2	)		(1	)		(6	)		(2	)
Embedded derivatives			3			2			6			5

F-201

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

		For the three month period ended September 30,						For the nine month period ended September 30,
	Note	2012			2011			2012			2011
		(In $ million)
Debt commitment letter fees(c)			—			(43	)		—			(68	)
Credit agreement amendment fees			—			(11	)		—			(11	)
Net loss in fair values of derivatives			(88	)		(23	)		—			(84	)
Net foreign currency exchange loss			—			(138	)		—			—
Loss on extinguishment of debt(a)			(158	)		(5	)		(159	)		(129	)
Fair value adjustment on the 2009 Senior Secured Notes (Dollar)(b)			(26	)		—			(26	)		—
Other			(6	)		(8	)		(16	)		(13	)
Financial expenses			(641	)		(521	)		(1,304	)		(1,075	)
Net financial expenses			(587	)		(519	)		(1,262	)		(1,056	)

(a) Loss on extinguishment of debt includes early repayment penalties and the write-off of unamortized transactions costs.

(b) The fair value adjustment on the remaining 2009 Senior Secured Notes (Dollar) includes a $13 million redemption premium and $13 million of accelerated amortization of transaction costs.

(c) A debt commitment letter to fund the Graham Packaging acquisition (refer to note 18) resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed the full amount of the fees during the nine month period ended September 30, 2011.

Refer to note 14 for information on the Group’s borrowings.

10.    Income tax

	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Reconciliation of effective tax rate
Loss before income tax		(191	)		(292	)		(231	)		(451	)
Income tax benefit using the New Zealand tax rate of 28%		53			82			65			126
Effect of tax rate differences in foreign jurisdictions		26			12			39			37
Effect of tax rates in state and local tax		4			4			3			8
Non-deductible expenses and permanent differences		27			(43	)		(6	)		(50	)
Withholding tax		(4	)		(1	)		(15	)		(10	)
Tax benefit of alternative fuel mixture credits		—			—			96			—
Tax rate modifications		1			3			—			—
Recognition of previously unrecognized tax losses and temporary differences		—			(6	)		—			1
Unrecognized tax losses and temporary differences		(24	)		(47	)		(63	)		(48	)
Tax uncertainties		3			4			7			3
Controlled foreign corporation tax		—			(1	)		—			(1	)
Other		—			—			2			(1	)
Over (under) provided in prior periods		1			1			1			—
Total income tax benefit		87			8			129			65

F-202

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

In May 2012, the Evergreen segment submitted a refund claim to the Internal Revenue Service (“IRS”) to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit in the nine month period ended September 30, 2012. The Group’s current income tax receivable increased by $13 million and net U.S. deferred tax liability decreased by $83 million as a result of the recognition of this tax benefit.

11.    Inventories

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
Raw materials and consumables		481			556
Work in progress		215			227
Finished goods		959			898
Engineering and maintenance materials		149			152
Provision against inventories		(68	)		(69	)
Total inventories		1,736			1,764

During the three and nine month periods ended September 30, 2012, the raw materials elements of inventory recognized as a component of cost of sales totaled $1,553 million and $4,752 million, respectively (three and nine month periods ended September 30, 2011: $1,418 million and $3,762 million, respectively).

12.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in progress		Leased assets lessor			Finance leased assets			Total
	(In $ million)
Cost		235			1,029			4,342			351		391			25			6,373
Accumulated depreciation		—			(249	)		(1,535	)		—		(195	)		(3	)		(1,982	)
Accumulated impairment losses		—			(2	)		(21	)		—		—			—			(23	)
Balance as of September 30, 2012		235			778			2,786			351		196			22			4,368
Cost		239			1,019			4,041			341		334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—		(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—		—			—			(6	)
Balance as of December 31, 2011		237			841			2,925			341		178			24			4,546

The total depreciation charge of $201 million and $584 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $195 million, nine month period: $565 million), selling, marketing and distribution expenses (three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $16 million). The total depreciation charge of $166 million and $432 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $160 million, nine month period: $414 million), selling, marketing and distribution expenses

F-203

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $15 million).

During the three and nine month periods ended September 30, 2012, $4 million and $25 million, respectively, of impairment charges were recognized (three and nine month periods ended September 30, 2011: $4 million and $6 million, respectively).

The Group leases plant and equipment under finance leases. The leased plant and equipment secures the lease obligations.

Refer to note 14 for details of security granted over property, plant and equipment and other assets.

13.    Intangible assets

	Goodwill		Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
Cost		6,313		2,060			3,777			883			218			13,251
Accumulated amortization		—		(33	)		(619	)		(192	)		(94	)		(938	)
Accumulated impairment losses		—		—			—			—			(2	)		(2	)
Balance as of September 30, 2012		6,313		2,027			3,158			691			122			12,311
Cost		6,297		2,058			3,768			1,082			241			13,446
Accumulated amortization		—		(24	)		(447	)		(321	)		(109	)		(901	)
Balance as of December 31, 2011		6,297		2,034			3,321			761			132			12,545

The total amortization charge of $87 million and $272 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $27 million, nine month period: $80 million) and general and administration expenses (three month period: $60 million, nine month period: $192 million). The total amortization charge of $82 million and $221 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $24 million, nine month period: $66 million) and general and administration expenses (three month period: $58 million, nine month period: $155 million).

13.1    Impairment testing for CGUs containing indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangible assets with indefinite useful lives and are therefore not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired. There were no indicators of impairment as of September 30, 2012.

At December 31, 2011, the Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group did perform procedures to determine whether there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging

F-204

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

As of September 30, 2012, the goodwill and indefinite life identifiable intangible assets acquired as a result of the Graham Packaging acquisition have been finalized, including the allocation of $140 million of goodwill to other business segments from the procurement synergies as a result of integrating the Graham Packaging business into the Group (refer to note 18).

The Group was required to perform an initial impairment analysis with respect to the carrying value of goodwill and other identifiable intangible assets with indefinite useful lives within the one year anniversary of the acquisition. As a result of this analysis, there was no impairment in respect of the allocated goodwill or indefinite life identifiable intangible assets.

The impairment testing for Graham Packaging’s goodwill and indefinite life identifiable intangible assets was performed by comparing the segment’s estimated fair value less cost to sell to the carrying value of net assets. The estimated fair value was determined using forecasted Adjusted EBITDA expected to be generated multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and were based on both external and internal sources. The forecasted Adjusted EBITDA was prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. In order to achieve the synergies and cost savings included in the forecasted Adjusted EBITDA, the Group expects to incur cash outlays of approximately $75 million by the end of 2013, of which $36 million have been incurred from the date of acquisition through September 30, 2012. The forecasted Adjusted EBITDA was subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiple applied was 8.5x. Costs to sell were estimated to be 2% of the fair value. No impairment charge was incurred as a result of such test.

If the forecasted Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 9% lower than those used in the impairment assessment, no impairment would need to be recognized.

The Group also performed procedures to determine whether there were any indicators that the goodwill from other business segments was impaired as a result of the allocation from the procurement synergies resulting from the Graham Packaging acquisition. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included the reviews of the business segment’s financial position and Adjusted EBITDA performance against the forecast used in the goodwill impairment analysis as of December 31, 2011. The assessments concluded that no impairment triggers existed in other business segments and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of September 30, 2012.

F-205

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

14.    Borrowings

	Note		As of September 30, 2012		As of December 31, 2011
			(In $ million)
September 2012 Credit Agreement(a)(w)				26		—
2009 Senior Secured Notes(l)(y)				360		—
August 2011 Credit Agreement(b)(x)				—		247
Pactiv 2012 Notes(o)(aa)				—		253
Other borrowings(ac)				6		20
Current borrowings				392		520
September 2012 Credit Agreement(a)(w)				2,584		—
August 2011 Credit Agreement(b)(x)				—		4,243
September 2012 Senior Secured Notes(c)(y)				3,221		—
February 2012 Senior Notes(d)(y)				9		—
August 2011 Senior Secured Notes(e)(y)				1,470		1,468
August 2011 Senior Notes(f)(y)				2,188		972
February 2011 Senior Secured Notes(g)(y)				997		999
February 2011 Senior Notes(h)(y)				995		993
October 2010 Senior Secured Notes(i)(y)				1,475		1,473
October 2010 Senior Notes(j)(y)				1,469		1,466
May 2010 Senior Notes(k)(y)				983		980
2009 Senior Secured Notes(l)(y)				571		1,642
Related Party Notes at 8%(m)(z)				609		606
Related Party Notes at 9.5%(n)(z)				531		530
Pactiv 2017 Notes(p)(aa)				312		314
Pactiv 2018 Notes(q)(aa)				17		17
Pactiv 2025 Notes(r)(aa)				269		269
Pactiv 2027 Notes(s)(aa)				197		197
Graham Packaging 2014 Notes(t)(ab)				—		367
Graham Packaging 2017 Notes(u)(ab)				—		14
Graham Packaging 2018 Notes(v)(ab)				—		19
Related party borrowings		17		16		39
Other borrowings(ac)				25		33
Non-current borrowings				17,938		16,641
Total borrowings				18,330		17,161

F-206

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(a) September 2012 Credit Agreement (current and non-current)		2,623			—
Debt issuance costs		(13	)		—
Carrying amount		2,610			—
(b) August 2011 Credit Agreement (current and non-current)		—			4,574
Debt issuance costs		—			(65	)
Original issue discount		—			(19	)
Carrying amount		—			4,490
(c) September 2012 Senior Secured Notes		3,250			—
Debt issuance costs		(51	)		—
Embedded derivative		22			—
Carrying amount		3,221			—
(d) February 2012 Senior Notes		9			—
Debt issuance costs		—			—
Embedded derivative		—			—
Carrying amount		9			—
(e) August 2011 Senior Secured Notes		1,500			1,500
Debt issuance costs		(31	)		(33	)
Original issue discount		(10	)		(11	)
Embedded derivative		11			12
Carrying amount		1,470			1,468
(f) August 2011 Senior Notes		2,241			1,000
Debt issuance costs		(58	)		(27	)
Original issue discount		(6	)		(7	)
Embedded derivative		11			6
Carrying amount		2,188			972
(g) February 2011 Senior Secured Notes		1,000			1,000
Debt issuance costs		(14	)		(15	)
Embedded derivative		11			14
Carrying amount		997			999
(h) February 2011 Senior Notes		1,000			1,000
Debt issuance costs		(15	)		(17	)
Embedded derivative		10			10
Carrying amount		995			993

F-207

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(i) October 2010 Senior Secured Notes		1,500			1,500
Debt issuance costs		(33	)		(35	)
Embedded derivative		8			8
Carrying amount		1,475			1,473
(j) October 2010 Senior Notes		1,500			1,500
Debt issuance costs		(39	)		(43	)
Embedded derivative		8			9
Carrying amount		1,469			1,466
(k) May 2010 Senior Notes		1,000			1,000
Debt issuance costs		(25	)		(28	)
Embedded derivative		8			8
Carrying amount		983			980
(l) 2009 Senior Secured Notes (current and non-current)		930			1,707
Debt issuance costs		(8	)		(59	)
Original issue discount		(5	)		(17	)
Embedded derivative		1			11
Redemption premium		13			—
Carrying amount		931			1,642
(m) Related Party Notes at 8%		621			621
Debt issuance costs		(12	)		(15	)
Carrying amount		609			606
(n) Related Party Notes at 9.5%		543			544
Debt issuance costs		(12	)		(14	)
Carrying amount		531			530
(o) Pactiv 2012 Notes		—			249
Fair value adjustment at acquisition		—			4
Carrying amount		—			253
(p) Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		12			14
Carrying amount		312			314
(q) Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17

F-208

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
(r) Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269
(s) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(t) Graham Packaging 2014 Notes		—			355
Fair value adjustment at acquisition		—			5
Embedded derivative		—			7
Carrying amount		—			367
(u) Graham Packaging 2017 Notes		—			14
Carrying amount		—			14
(v) Graham Packaging 2018 Notes		—			19
Carrying amount		—			19

(w)  September 2012 Credit Agreement

Reynolds Group Holdings Limited (“RGHL”) and certain members of the Group are parties to an amended and restated senior secured credit agreement dated September 28, 2012 (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement (as defined below). The September 2012 Credit Agreement comprises the following term and revolving tranches:

	Currency	Maturity date		Original facility value		Value drawn or utilized at September 30, 2012		Applicable interest rate as of September 30, 2012
				(In million)		(In million)
Term Tranches
U.S. Term Loan	$		September 28, 2018		2,235		2,235		4.750	%
European Term Loan	€		September 28, 2018		300		300		5.000	%
Revolving Tranches(1)
Revolving Tranche	$		November 5, 2014		120		78		—
Revolving Tranche	€		November 5, 2014		80		15		—

(1) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, $2,235 million and €300 million of term loans were drawn under the September 2012 Credit Agreement. These proceeds, together with a portion of the proceeds of the September 2012 Senior

F-209

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Secured Notes (as defined below) and available cash of the Group, were used to fully repay and extinguish the remaining Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The remaining proceeds will be used for general corporate purposes.

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the September 2012 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the September 2012 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Senior Secured Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as defined below, and together the “Secured Notes”).

Indebtedness under the September 2012 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing with the proceeds of secured term loans and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans commencing with the quarter ending December 31, 2012. Beginning with the fiscal year ending December 31, 2013, the borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met) as determined in accordance with the September 2012 Credit Agreement.

The September 2012 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the September 2012 Credit Agreement. RGHL and the Group also have a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 33.3% or less of the adjusted consolidated total assets of RGHL and its subsidiaries, and the aggregate of the EBITDA of the non-guarantor companies is required to be 33.3% or less of the consolidated EBITDA of RGHL and its subsidiaries, in each case calculated in accordance with the September 2012 Credit Agreement and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of September 30, 2012, RGHL and the Group were in compliance with all of the covenants.

(x)    August 2011 Credit Agreement

RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as previously defined in the Group’s financial statements for the year ended December 31, 2011). For the period January 1, 2012 until the refinancing of the August 2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.

F-210

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(y)    Notes outstanding

Certain of the Group’s borrowings as of September 30, 2012 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the “Reynolds Issuers”) are defined and summarized below:

	Currency	Issue date	Principal amounts issued		Interest rate	Maturity date	Semi-annual interest payment dates
			(In million)
September 2012 Senior Secured Notes	$	September 28, 2012		3,250	5.750%	October 15, 2020	April 15 and October 15; commencing April 15, 2013
February 2012 Senior Notes(1)	$	February 15, 2012		9	9.875%	August 15, 2019	February 15 and August 15
August 2011 Senior Secured Notes	$	August 9, 2011		1,500	7.875%	August 15, 2019	February 15 and August 15
August 2011 Senior Notes(1)	$	August 9, 2011		2,241	9.875%	August 15, 2019	February 15 and August 15
February 2011 Senior Secured Notes	$	February 1, 2011		1,000	6.875%	February 15, 2021	February 15 and August 15
February 2011 Senior Notes	$	February 1, 2011		1,000	8.250%	February 15, 2021	February 15 and August 15
October 2010 Senior Secured Notes	$	October 15, 2010		1,500	7.125%	April 15, 2019	April 15 and October 15
October 2010 Senior Notes	$	October 15, 2010		1,500	9.000%	April 15, 2019	April 15 and October 15
May 2010 Senior Notes	$	May 4, 2010		1,000	8.500%	May 15, 2018	May 15 and November 15
2009 Senior Secured Notes (Dollar)(2)	$	November 5, 2009		348	7.750%	October 15, 2016	April 15 and October 15
2009 Senior Secured Notes (Euro)	€	November 5, 2009		450	7.750%	October 15, 2016	April 15 and October 15

(1) Refer to “Additional information regarding the Notes” below for details of the exchange offer for the February 2012 Senior Notes and changes in the outstanding principal amount of the February 2012 Senior Notes and August 2011 Senior Notes.

(2) On September 28, 2012, the Reynolds Issuers repurchased $777 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar). Refer to note 20 for a discussion of the redemption of the remaining outstanding principal amount of 2009 Senior Secured Notes (Dollar) on October 29, 2012.

The August 2011 Senior Secured Notes and the August 2011 Senior Notes are collectively defined as the “August 2011 Notes.” The February 2011 Senior Secured Notes and the February 2011 Senior Notes are collectively defined as the “February 2011 Notes.” The October 2010 Senior Secured Notes and the October 2010 Senior Notes are collectively defined as the “October 2010 Notes.” The 2009 Senior Secured Notes (Dollar) and the 2009 Senior Secured Notes (Euro) are collectively defined as the “2009 Senior Secured Notes.”

Assets pledged as security for loans and borrowings

The shares in the Company have been pledged as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes. In addition, the Company and certain of its subsidiaries have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes.

F-211

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Terms governing the Notes

As used herein, “Notes” refers to the September 2012 Senior Secured Notes, the February 2012 Senior Notes, the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Senior Notes and the 2009 Senior Secured Notes, but not the 2007 Notes (as defined below).

Additional information regarding the Notes

The guarantee and security arrangements, indenture restrictions, early redemption options and change in control provisions for the September 2012 Senior Secured Notes are substantively consistent with the other series of Notes (except for the February 2012 Senior Notes), which are unchanged from December 31, 2011.

On August 10, 2012, the Reynolds Issuers consummated an exchange offer and consent solicitation for the February 2012 Senior Notes whereby (i) $1,241 million aggregate principal amount of February 2012 Senior Notes was exchanged for a corresponding aggregate principal amount of additional August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other provisions with respect to the remaining $9 million aggregate principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

SEC registrations and exchange offers

The indenture governing the September 2012 Senior Secured Notes provides that if the Reynolds Issuers fail to file and have declared effective, by September 28, 2013, a registration statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, for a registered offer to exchange the September 2012 Senior Secured Notes for new registered notes having terms substantially identical to the terms of the original September 2012 Senior Secured Notes, the Reynolds Issuers will be required to pay additional interest on the September 2012 Senior Secured Notes effective 12 months from the date of issuance of the September 2012 Senior Secured Notes, up to a maximum of 1.00% per annum for 12 months. The Group has not filed a registration statement with the SEC with respect to the September 2012 Senior Secured Notes as of the date of these financial statements.

The indentures governing the other series of Notes have similar provisions. The registration statement with respect to the 2009 Senior Secured Notes, the May 2010 Senior Notes, the October 2010 Notes, the February 2011 Notes and the August 2011 Notes was declared effective by the SEC on June 25, 2012, and the exchange offer for the new notes closed on July 25, 2012. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and the exchange offer and consent solicitation for the new notes closed on August 10, 2012. The 2007 Notes were not covered by such registration statements or the exchange offers.

Additional interest on the February 2011 Notes commenced on February 1, 2012, and ended on July 25, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011, and ended on July 25, 2012. Additional interest on the May 2010 Senior Notes commenced on May 4, 2011, and ended on May 4, 2012. For the three and nine month periods ended September 30, 2012, the Group expensed additional interest of $1 million and $3 million, respectively, related to the February 2011 Notes, $2 million and $10 million, respectively, related to the October 2010 Notes and zero and $3 million, respectively, related to the May 2010 Senior Notes. As of September 30, 2012, the accrued additional interest related to these series of notes was $6 million.

F-212

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(z)    Related Party Notes

On June 29, 2007, Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) (a related party of the Company) issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007 Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15. Concurrent with the issuance of the 2007 Notes, BP II loaned €900 million to the Company, consisting of €480 million principal amount with an interest rate of 8.000% (the “Related Party Notes at 8%”) and €420 million principal amount with an interest rate of 9.500% (the “Related Party Notes at 9.5%” and together with the Related Party Notes at 8%, the “Related Party Notes”). The interest payment and final maturity dates of the Related Party Notes are consistent with those of the 2007 Notes.

The guarantee and security arrangements, indenture restrictions, and change of control provisions of the 2007 Notes are unchanged from December 31, 2011.

(aa)    Pactiv Notes

As of September 30, 2012, the Group had outstanding the following notes (defined below, and together the “Pactiv Notes”) issued by Pactiv LLC (formerly Pactiv Corporation):

	Currency	Date acquired by the Group	Principal amounts outstanding	Interest rate	Maturity date	Semi-annual interest payment dates
			(In million)
Pactiv 2017 Notes	$	November 16, 2010	300	8.125%	June 15, 2017	June 15 and December 15
Pactiv 2018 Notes	$	November 16, 2010	16	6.400%	January 15, 2018	January 15 and July 15
Pactiv 2025 Notes	$	November 16, 2010	276	7.950%	December 15, 2025	June 15 and December 15
Pactiv 2027 Notes	$	November 16, 2010	200	8.375%	April 15, 2027	April 15 and October 15

The guarantee arrangements, indenture restrictions and redemption terms are unchanged from December 31, 2011.

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Pactiv 2012 Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ab)    Graham Packaging Notes

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Graham Packaging Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ac)    Other borrowings

As of September 30, 2012, in addition to the September 2012 Credit Agreement, the Notes, the Related Party Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of September 30, 2012, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes and by certain other assets. The local working capital facilities which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes rank pari passu with the obligations under the September 2012 Credit

F-213

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Agreement and under the Secured Notes. As of September 30, 2012, the secured facilities were utilized in the amount of $5 million (December 31, 2011: $25 million) in the form of letters of credit and bank guarantees.

Other borrowings as of September 30, 2012, also included finance lease obligations of $26 million (December 31, 2011: $28 million).

15.    Provisions

	Legal		Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
	(In $ million)
Current		7		2		37		26		20		92
Non-current		28		34		5		21		43		131
Balance as of September 30, 2012		35		36		42		47		63		223
Current		7		3		33		24		31		98
Non-current		33		30		3		26		42		134
Balance as of December 31, 2011		40		33		36		50		73		232

The restructuring actions across the Group have resulted in the recognition of $3 million and $48 million of restructuring expenses for the three and nine month periods ended September 30, 2012, respectively (three and nine month periods ended September 30, 2011: $12 million and $80 million, respectively). These restructuring expenses are primarily related to employee severance and have been or will be settled in cash.

Other provisions at September 30, 2012 included $15 million related to onerous lease provisions, $17 million related to warranty provisions and $7 million related to environmental remediation programs.

16.    Equity

16.1    Share capital

Beverage Packaging Holdings (Luxembourg) I S.A.

Number of shares	For the nine month period ended September 30, 2012		For the twelve month period ended December 31, 2011
Balance at the beginning of the period		13,063,527		13,063,527
Issue of shares		—		—
Balance		13,063,527		13,063,527

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to the Company’s residual assets in the event of a wind-up.

16.2    Other reserves

The interim unaudited condensed statement of financial position as of September 30, 2012 presents negative equity of $522 million compared to negative equity of $457 million as of December 31, 2011. Total equity has been reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations

F-214

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

do not change the historical carrying value of the assets and liabilities of the businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction in equity. As of September 30, 2012, the common control transactions had generated a reduction in equity of $1,561 million.

16.3    Dividends

There were no dividends declared or paid during the three and nine month periods ended September 30, 2012 or during the three and nine month periods ended September 30, 2011 by the Company.

17.    Related parties

Parent and ultimate controlling party

The immediate parent of the Group is RGHL, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO, SIG Combibloc Obeikan Company Limited, Ducart Evergreen Packaging Ltd, and Banawi Evergreen Packaging Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the three and nine month periods ended September 30, 2012 and 2011, are detailed below:

	Transaction values									Balances outstanding as of
	For the three month period ended September 30,				For the nine month period ended September 30,
	2012		2011		2012		2011			September 30, 2012			December 31, 2011
	(In $ million)
Transactions with the immediate and ultimate parent companies
Loan payable to ultimate parent(a)		—		—		—		—			(16	)		(16	)
Transactions with joint ventures
Sale of goods(b)		54		32		134		100			43			31
Purchase of goods(b)		—		—		—		(4	)		—			—
Transactions with other related parties
Trade receivables
BPC United States Inc.											—			4
Sale of services		—		1		—		2
Carter Holt Harvey Limited											—			—
Sale of goods		—		—		—		2
Carter Holt Harvey Packaging Pty Limited											—			—
Sale of goods		—		—		—		4
Carter Holt Harvey Pulp & Paper Limited											1			—
Sale of goods		1		—		2		2
FRAM Group Operations LLC											1			1
Recharges		1		—		2		—
United Components, Inc.											—			1

F-215

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	Transaction values												Balances outstanding as of
	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011			September 30, 2012			December 31, 2011
	(In $ million)
Trade payables
Carter Holt Harvey Limited														—			(1	)
Purchase of goods		(3	)		(2	)		(8	)		(7	)
Carter Holt Harvey Pulp & Paper Limited														(3	)		(5	)
Purchase of goods		(7	)		(9	)		(22	)		(29	)
Rank Group Limited														(6	)		(41	)
Recharges(c)		(2	)		(82	)		(21	)		(111	)
Rank Group North America, Inc.														4			—
Recharges(d)		(2	)		—			(16	)		—
Loans payable
Beverage Packaging Holdings (Luxembourg) II S.A.(f)														(1,140	)		(1,136	)
Interest payable														(30	)		(4	)
Interest expense		(25	)		(28	)		(75	)		(83	)
Reynolds Treasury (NZ) Limited(e)														—			(23	)
Loan advanced		—			(25	)		—			(25	)
Interest expense		—			—			(1	)		—
Evergreen Packaging New Zealand Limited														—			—
Transfer of tax losses		—			—			(3	)		—
Reynolds Packaging Group (NZ) Limited														—			—
Transfer of tax losses		—			—			(7	)		—

(a) The advance due to RGHL accrued interest at a rate based on EURIBOR plus a margin of 2.375%. During the nine month period ended September 30, 2012, interest accrued at rates ranging from 3.03% to 3.72% (2011: 3.38% to 3.93%). The loan is subordinated to the obligations under the September 2012 Credit Agreement, the September 2012 Senior Secured Notes, the August 2011 Senior Secured Notes, the February 2011 Senior Secured Notes, the October 2010 Senior Secured Notes, and the 2009 Senior Secured Notes, and is subject to certain other payment restrictions, including in favor of the 2007 Notes under the terms of the inter-creditor arrangements.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) Represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to services provided.

F-216

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(e) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bore interest at the greater of 2% and the 3 month EURIBOR rate, plus 4.875%. The loan was repaid in June 2012.

(f) Refer to note 14 for further details on the Group’s borrowings with BP II.

18.    Business combinations

18.1    Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Amounts recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		146			—			146
Trade and other receivables		338			(10	)		328
Inventories		300			(9	)		291
Current tax assets		3			1			4
Assets held for sale		7			—			7
Investments in associates		1			—			1
Deferred tax assets		7			(5	)		2
Property, plant and equipment		1,438			(36	)		1,402
Intangible assets (excluding goodwill)		1,679			696			2,375
Derivative assets		9			—			9
Other current and non-current assets		19			11			30
Trade and other payables		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)

F-217

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	Amounts recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

Acquisition costs of $2 million and $24 million are included in other expenses in the Group’s statements of comprehensive income for the three and nine month periods ended September 30, 2011, respectively.

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill, representing procurement synergies from integrating the Graham Packaging business into the Group, that was allocated to other business segments which are expected to benefit from the synergies, including $66 million to Pactiv Foodservice, $34 million to Reynolds Consumer Products, $25 million to Evergreen and $15 million to Closures. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of identifiable intangible assets	Fair value		Estimated useful lives
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

F-218

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $552 million, loss after income tax of $249 million, EBITDA of $(172) million and Adjusted EBITDA of $98 million in the three month period ended September 30, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $2,130 million, loss after income tax of $268 million, EBITDA of $43 million and Adjusted EBITDA of $388 million in the nine month period ended September 30, 2011.

18.2    Dopaco

Pre-acquisition results

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million. As reported in the annual financial statements for the year ended December 31, 2011, the allocation of the purchase price as of the date of acquisition has been finalized. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed additional revenue of $152 million, profit after income tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million in the nine month period ended September 30, 2011.

18.3    Other Acquisitions

During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated to the assets acquired and liabilities assumed. Consequently, the purchase price has been included in other non-current assets in the Group’s consolidated financial statements.

F-219

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the interim unaudited condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

19.    Contingencies

Litigation and legal proceedings

In addition to the amounts recognized as a provision in note 15, the Group has contingent liabilities related to other litigation and legal proceedings. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness described in note 14.

20.    Subsequent events

On October 29, 2012, the Reynolds Issuers redeemed the remaining $348 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) that were outstanding on September 30, 2012.

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes (Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

On December 17, 2012, the Company reduced its share capital by $32 million and paid the same amount to its sole shareholder.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to September 30, 2012 which would require accrual or disclosure in these financial statements.

F-220

Beverage Packaging Holdings (Luxembourg) I S.A.

Financial statements for the period ended

December 31, 2011

F-221

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of Beverage Packaging Holdings (Luxembourg) I S.A.:

In our opinion, the accompanying statements of financial position and the related statements of comprehensive income, statements of changes in equity and statements of cash flows present fairly, in all material respects, the financial position of Beverage Packaging Holdings (Luxembourg) I S.A. and its subsidiaries (the “Company”) at December 31, 2011 and December 31, 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Chicago, IL

December 20, 2012

F-222

Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of comprehensive income

				For the period ended December 31,
	Note			2011*			2010			2009
				(In $ million)
Revenue		7			11,789			6,774			5,910
Cost of sales		*	*		(9,725	)		(5,524	)		(4,691	)
Gross profit					2,064			1,250			1,219
Other income		8			87			102			201
Selling, marketing and distribution expenses		*	*		(347	)		(231	)		(211	)
General and administration expenses		*	*		(626	)		(388	)		(366	)
Other expenses		10			(268	)		(80	)		(96	)
Share of profit of associates and joint ventures, net of income tax		23			17			18			11
Profit from operating activities					927			671			758
Financial income		12			6			41			13
Financial expenses		12			(1,409	)		(750	)		(499	)
Net financial expenses					(1,403	)		(709	)		(486	)
Income (loss) before income tax					(476	)		(38	)		272
Income tax benefit (expense)		13			56			(72	)		(148	)
Profit (loss) for the period					(420	)		(110	)		124
Other comprehensive income (loss) for the period, net of income tax
Cash flow hedges					—			—			12
Exchange differences on translating foreign operations					(26	)		228			71
Transfers from foreign currency translation reserve to profit and loss					—			49			—
Total other comprehensive income (loss) for the period, net of income tax		14			(26	)		277			83
Total comprehensive income (loss) for the period					(446	)		167			207
Profit (loss) attributable to:
Equity holder of the Group					(422	)		(110	)		124
Non-controlling interests					2			—			—
					(420	)		(110	)		124
Total other comprehensive income (loss) attributable to:
Equity holder of the Group					(25	)		278			83
Non-controlling interests					(1	)		(1	)		—
					(26	)		277			83

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** For information on expenses by nature, refer to notes 9, 11, 16, 18, 19, 22 and 34.

The statements of comprehensive income should be read in conjunction with the  notes to the financial statements.

F-223

Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of financial position

			As of December 31,
	Note		2011*			2010
			(In $ million)
Assets
Cash and cash equivalents		15		597			663
Trade and other receivables		16		1,504			1,145
Inventories		18		1,764			1,281
Current tax assets		21		39			109
Assets held for sale		17		70			18
Derivatives		29		1			12
Other assets				65			62
Total current assets				4,040			3,290
Non-current receivables		16		55			47
Investments in associates and joint ventures		23		119			110
Deferred tax assets		21		29			23
Property, plant and equipment		19		4,546			3,266
Investment properties		20		29			68
Intangible assets		22		12,545			8,748
Derivatives		29		122			77
Other assets				150			75
Total non-current assets				17,595			12,414
Total assets				21,635			15,704
Liabilities
Bank overdrafts				3			12
Trade and other payables		24		1,749			1,239
Liabilities directly associated with assets held for sale		17		20			—
Borrowings		25		520			140
Current tax liabilities		21		161			142
Derivatives		29		16			1
Employee benefits		26		228			195
Provisions		27		98			74
Total current liabilities				2,795			1,803
Non-current payables		24		38			9
Borrowings		25		16,641			11,717
Deferred tax liabilities		21		1,548			1,127
Employee benefits		26		936			971
Provisions		27		134			86
Total non-current liabilities				19,297			13,910
Total liabilities				22,092			15,713
Net liabilities				(457	)		(9	)
Equity (deficit)
Share capital		28		1,417			1,417
Reserves		28		(1,255	)		(1,230	)
Accumulated losses				(641	)		(219	)
Equity (deficit) attributable to equity holder of the Group				(479	)		(32	)
Non-controlling interests				22			23
Total equity (deficit)				(457	)		(9	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of financial position should be read in conjunction with the notes to the financial statements.

F-224

Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of changes in equity

	Note		Share capital			Translation of foreign operations			Other reserves			Hedge reserve			Accumulated losses			Equity (deficit) attributable to equity holder of the Group			Non- controlling interests			Total
	(In $ million)
Balance at the beginning of the period (January 1, 2009)				1,604			(18	)		71			(12	)		(197	)		1,448			17			1,465
Issue of shares (net of issue costs)		28		880			—			—			—			—			880			—			880
Total comprehensive income for the period:
Profit after tax				—			—			—			—			124			124			—			124
Exchange differences on translating foreign operations				—			71			—			—			—			71			—			71
Cash flow hedges				—			—			—			12			—			12			—			12
Total comprehensive income for the period				—			71			—			12			124			207			—			207
Common control transactions		32		(1,108	)		—			(584	)		—			—			(1,692	)		—			(1,692	)
Dividends paid to non-controlling interests				—			—			—			—			—			—			(1	)		(1	)
Balance as of December 31, 2009				1,376			53			(513	)		—			(73	)		843			16			859
Balance at the beginning of the period (January 1, 2010)				1,376			53			(513	)		—			(73	)		843			16			859
Issue of shares (net of issue costs)		28		947			—			—			—			—			947			—			947
Total comprehensive income for the period:
Loss after tax				—			—			—			—			(110	)		(110	)		—			(110	)
Exchange differences on translating foreign operations				—			278			—			—			—			278			(1	)		277
Total comprehensive income for the period				—			278			—			—			(110	)		168			(1	)		167
Common control transactions		32		(906	)		—			(1,048	)		—			—			(1,954	)		—			(1,954	)
Purchase of non-controlling interest				—			—			—			—			3			3			(5	)		(2	)
Non-controlling interests acquired through business combinations				—			—			—			—			—			—			18			18
Disposal of business				—			—			—			—			—			—			(3	)		(3	)
Dividends paid		28		—			—			—			—			(39	)		(39	)		(2	)		(41	)
Balance as of December 31, 2010				1,417			331			(1,561	)		—			(219	)		(32	)		23			(9	)
Balance at the beginning of the period (January 1, 2011)				1,417			331			(1,561	)		—			(219	)		(32	)		23			(9	)
Total comprehensive loss for the period:
Loss after tax				—			—			—			—			(422	)		(422	)		2			(420	)
Exchange differences on translating foreign operations*				—			(25	)		—			—			—			(25	)		(1	)		(26	)
Total comprehensive loss for the period*				—			(25	)		—			—			(422	)		(447	)		1			(446	)
Dividends paid				—			—			—			—			—			—			(2	)		(2	)
Balance as of December 31, 2011*				1,417			306			(1,561	)		—			(641	)		(479	)		22			(457	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of changes in equity should be read in conjunction with the notes to the financial statements.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of cash flows

			For the period ended December 31,
	Note		2011			2010			2009
			(In $ million)
Cash flows from operating activities
Cash received from customers				11,486			6,798			6,081
Cash paid to suppliers and employees				(9,868	)		(5,635	)		(4,941	)
Interest paid				(1,003	)		(451	)		(266	)
Income taxes paid, net of refunds received				(88	)		(125	)		(108	)
Change of control payment and other acquisition costs				(84	)		(181	)		—
Payment to related party for use of tax losses				—			(23	)		—
Net cash from operating activities				443			383			766
Cash flows used in investing activities
Purchase of Whakatane Mill				—			(46	)		—
Acquisition of property, plant and equipment and investment properties				(511	)		(319	)		(244	)
Proceeds from sale of property, plant and equipment, investment properties and other assets				71			32			41
Acquisition of intangible assets				(9	)		(18	)		(48	)
Acquisition of businesses, net of cash acquired		33		(2,048	)		(4,386	)		4
Disposal of businesses, net of cash disposed				—			33			—
Disposal of other investments				—			10			4
Pre-acquisition advance to Graham Packaging				(20	)		—			—
Receipt of related party advances				—			97			102
Interest received				7			5			8
Dividends received from joint ventures				8			4			1
Net cash used in investing activities				(2,502	)		(4,588	)		(132	)
Cash flows from (used in) financing activities
Acquisitions of business under common control				—			(1,958	)		(1,687	)
Drawdown of loans and borrowings:
August 2011 Credit Agreement				4,666			—			—
August 2011 Notes				2,482			—			—
February 2011 Notes				2,000
October 2010 Notes				—			3,000			—
May 2010 Notes				—			1,000			—
2009 Notes				—			—			1,789
2009 Credit Agreement				10			2,820			1,404
Other borrowings				13			2			100
Repayment of loans and borrowings:
2011 Credit Agreement				(75	)		—			—
2009 Credit Agreement				(4,168	)		(38	)		—
Graham Packaging borrowings acquired		33		(1,935	)		—			—
Graham Packaging 2017 Notes				(239	)		—			—
Graham Packaging 2018 Notes				(231	)		—			—
Pactiv borrowings acquired				—			(397	)		—
Blue Ridge Facility				—			(43	)		—
2008 Reynolds Senior Credit Facilities				—			—			(1,500	)
2007 SIG Senior Credit Facilities				—			—			(742	)
CHH Facility				—			—			(13	)
Other borrowings				(4	)		(4	)		(127	)
Payment of liabilities arising from Graham Packaging Acquisition				(252	)		—			—
Premium on Graham Packaging 2017 and 2018 Notes				(5	)		—			—
Proceeds from issues of share capital				—			322			578
Proceeds from related party borrowings				25			—			68
Repayment of related party borrowings				—			—			(180	)
Payment of transaction costs				(279	)		(317	)		(190	)
Purchase of non-controlling interests				—			(3	)		—
Dividends paid to related parties and non-controlling interests				(2	)		(39	)		(1	)
Net cash from (used in) financing activities				2,006			4,345			(501	)
Net increase (decrease) in cash and cash equivalents				(53	)		140			133
Cash and cash equivalents at the beginning of the period				651			514			383
Effect of exchange rate fluctuations on cash held				(4	)		(3	)		(2	)
Cash and cash equivalents as of December 31				594			651			514
Cash and cash equivalents comprise
Cash and cash equivalents				597			663			515
Bank overdrafts				(3	)		(12	)		(1	)
Cash and cash equivalents as of December 31				594			651			514

The statements of cash flows should be read in conjunction with the notes to the financial statements.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of cash flows — (Continued)

Reconciliation of the profit for the period with the net cash from operating activities

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Profit (loss) for the period		(420	)		(110	)		124
Adjustments for:
Depreciation of property, plant and equipment		650			317			331
Depreciation of investment properties		1			2			2
Asset impairment charges		12			29			13
Amortization of intangible assets		321			185			169
Net foreign currency exchange loss		7			3			3
Change in fair value of derivatives		26			(4	)		(129	)
Loss (gain) on sale of property, plant and equipment and non-current assets		1			(5	)		(4	)
Gains on sale of businesses and investment properties		(5	)		(16	)		—
CSI Americas gain on acquisition		—			(10	)		—
Net financial expenses		1,403			709			486
Share of profit of equity accounted investees		(17	)		(18	)		(11	)
Income tax (benefit) expense		(56	)		72			148
Interest paid		(1,003	)		(451	)		(266	)
Income taxes paid, net of refunds received		(88	)		(125	)		(108	)
Change in trade and other receivables		(56	)		(45	)		(43	)
Change in inventories		(171	)		41			92
Change in trade and other payables		(8	)		9			(24	)
Change in provisions and employee benefits		(154	)		(202	)		6
Change in other assets and liabilities		—			2			(23	)
Net cash from operating activities		443			383			766

Significant non-cash financing and investing activities

During the period ended December 31, 2010, Evergreen Packaging Inc. (“EPI”) issued shares to Evergreen Packaging US, its parent company at the time of issue, in exchange for the novation of external borrowings, net of debt issue costs, in amounts of CA$30 million ($29 million), NZ$776 million ($568 million) and $28 million.

During the period ended December 31, 2009, Evergreen Packaging International B.V.’s (“EPIBV”) parent company at the time, Evergreen Packaging (Antiilles) N.V., contributed €47 million ($61 million) as a non-stipulated share premium without the issuance of shares.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Statements of cash flows — (Continued)

Acquisitions and disposals of businesses

	For the period ended December 31,
	2011					2010						2009
	Acquisitions*			Disposals		Acquisitions			Disposals			Acquisitions**		Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(2,192	)		—		(4,488	)		33			4		—
Net cash (bank overdraft) acquired (disposed of)		144			—		102			—			—		—
Consideration received, satisfied in notes receivable		—			—		—			14			—		—
Consideration subject to post-closing adjustments**		—			—		—			1			3		—
		(2,048	)		—		(4,386	)		48			7		—
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Net gain on sale before reclassification from foreign currency translation reserve		—			—		—			(10	)		—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Net assets (acquired) disposed of		(2,192	)		—		(4,488	)		39			7		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Trade and other receivables		(361	)		—		(475	)		12			—		—
Current tax assets		(4	)		—		(49	)		—			—		—
Assets held for sale		(10	)		—		—			—			—		—
Inventories		(350	)		—		(557	)		8			—		—
Derivative assets		(9	)		—		—			—			—		—
Deferred tax assets		(6	)		—		(38	)		—			—		—
Property, plant and equipment		(1,526	)		—		(1,443	)		23			—		—
Intangible assets (excluding goodwill)		(2,463	)		—		(2,719	)		—			—		—
Goodwill		(1,754	)		—		(2,931	)		—			7		—
Other current and non-current assets		(36	)		—		(60	)		—			—		—
Investment in associates and joint ventures		(1	)		—		—			3			—		—
Trade and other payables		720			—		425			(8	)		—		—
Current tax liabilities		39			—		—			—			—		—
Loans and borrowings		2,851			—		1,485			—			—		—
Deferred tax liabilities		629			—		877			—			—		—
Provisions and employee benefits		233			—		1,071			—			—		—
Net assets (acquired)/disposed of		(2,192	)		—		(4,516	)		38			7		—
Gain on acquisition		—			—		10			—			—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Non-controlling interests		—			—		18			—			—		—
		(2,192	)		—		(4,488	)		39			7		—

Refer to note 33 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** The cash paid in 2009 was for the post-closing adjustments relating to the acquisition of CSI Guadalajara.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-228

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements

For the period ended December 31, 2011

1.    Reporting entity

Beverage Packaging Holdings (Luxembourg) I S.A. (the “Company”) is a company domiciled in Luxembourg and registered in the Luxembourg “Registre de Commerce et des Sociétiés.”

The consolidated financial statements of Beverage Packaging Holdings (Luxembourg) I S.A. as of and for the period ended December 31, 2011 comprise the Company and its subsidiaries and their interests in associates and jointly controlled entities. Collectively, these entities are referred to as the “Group.”

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of the Company is 6C, rue Gabriel Lippman, L-5365 Munsbach, Luxembourg.

2.    Basis of preparation

The financial statements as of and for the year ended December 31, 2011 have been revised to reflect the finalization of the purchase accounting related to the acquisition of Graham Packaging. Refer to note 2.6 and note 33 for further information.

2.1    Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and “IFRIC Interpretations” as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2    Going concern

The financial statements have been prepared using the going concern assumption.

The statement of financial position as of December 31, 2011 presents negative equity of $457 million compared to negative equity of $9 million as of December 31, 2010. The movement is primarily attributable to the current period loss. The total equity was reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations do not change the historical carrying value of the assets and liabilities of the businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction to equity. As of December 31, 2011, the common control transactions had generated a cumulative reduction to equity of $1,561 million.

2.3    Basis of measurement

The financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

F-229

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Information disclosed in the statement of comprehensive income, statement of changes in equity and statement of cash flows for the current period is for the twelve month period ended December 31, 2011. Information for the comparative periods is for the twelve month periods ended December 31, 2010 and December 31, 2009.

2.4    Presentation currency

These financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

The preparation of financial statements requires the Directors and management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

Information about the significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is described in note 4.

2.6    Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. Refer to note 33 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 4.4, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
	(In $ million)
As of December 31, 2011
Current assets		4,049			(9	)		4,040
Non-current assets		17,563			32			17,595
Total assets		21,612			23			21,635
Current liabilities		2,791			4			2,795
Non-current liabilities		19,274			23			19,297
Total liabilities		22,065			27			22,092
Net liabilities		(453	)		(4	)		(457	)

F-230

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 33).

The finalization of this purchase accounting increased total other comprehensive loss, net of income tax, by $4 million for the period ended December 31, 2011. However, the finalization of this purchase accounting had no effect on the Group’s profit after tax, statement of cash flows, EBITDA or Adjusted EBITDA for the period ended December 31, 2011.

During the year, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan asset existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million for the period ended December 31, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of December 31, 2011. This adjustment has no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the period ended December 31, 2011, or any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

As disclosed in note 32, indirect subsidiaries of the Company acquired the business operations of the Closures segment and the Reynolds consumer products business on November 5, 2009. On May 4, 2010, indirect subsidiaries of the Company acquired the business operations of Evergreen. On September 1, 2010 indirect subsidiaries of the Company acquired the business operations of the Reynolds foodservice packaging business. Prior to these transactions, these businesses were under the common ownership of the ultimate sole shareholder, Mr. Graeme Hart. This type of transaction is defined as a business combination under common control, which falls outside of the scope of IFRS 3 (revised) “Business Combinations.” In accordance with the Group’s accounting policy for business combinations under common control, as outlined in note 3.1(d), the Group has compiled the comparative financial information as if the acquisition transactions had occurred from the earliest point that common control commenced.

3.    Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements by all Group entities.

3.1    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control exists when the parent of the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date control (or effective control) commences until the date that control ceases.

The Group has adopted IFRS 3 (revised) “Business Combinations” and IAS 27 “Consolidated and Separate Financial Statements” (2008) for each acquisition or business combination occurring on or after January 1, 2010. All business combinations occurring on or after January 1, 2010 are accounted for using the acquisition method, while those prior to this date are accounted for using the purchase method.

The acquisition method of accounting is used to account for the acquisition of third party subsidiaries and businesses by the Group for transactions completed on or after January 1, 2010. The cost of an acquisition is

F-231

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

The purchase method of accounting is used to account for the acquisition of subsidiaries and businesses by the Group for transactions completed prior to January 1, 2010. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any minority interests. Final values for a business combination are determined within twelve months of the date of the acquisition.

Refer to note 33 for disclosure of acquisitions in the current and comparative financial periods.

(b)    Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies (generally accompanying a shareholding of between 20% and 50% of the voting rights). Investments in associates are accounted for using the equity method of accounting (equity accounted investees) and are initially recognized at cost. Investments in associates include goodwill identified on acquisition, net of accumulated impairment losses (if any).

The Group’s share of its associates’ post-acquisition profits or losses and movements in other comprehensive income is recognized in the Group’s statement of comprehensive income after adjustments (as required) are made to align the accounting policies of the associate with those of the Group. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has a financial obligation or has made payments on behalf of the investee.

(c)    Joint Ventures

Joint ventures are those operations, entities or assets in which the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Interests in jointly controlled entities are accounted for using the equity method of accounting (as described in note 3.1(b)).

Interests in jointly controlled assets and operations are reported in the financial statements by including the Group’s share of assets employed in the joint venture, the share of liabilities incurred in relation to the joint venture and the share of any expenses incurred in relation to the joint venture in their respective classification categories. Movements in reserves of joint ventures attributable to the Group are recognized in other comprehensive income in the statement of comprehensive income.

F-232

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(d)    Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Certain transactions between entities that are under common control may not be transacted on an arm’s length basis. Any gains or losses on these types of transactions are recognized directly in equity. Examples of such transactions include but are not limited to:

• debt forgiveness transactions;

• transfer of assets for greater than or less than fair value; and

• acquisition or disposal of subsidiaries for no consideration or consideration greater than or less than fair value.

Acquisitions of entities under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the issued capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve;

• the financial statements incorporate the acquired entities’ results as if the acquirer and the acquiree had always been combined; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e. from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(e)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same manner as gains, but only to the extent that there is no evidence of impairment.

(f)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

F-233

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

3.2    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the euro.

(b)    Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated to the functional currency of the respective entities at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency of the respective entities at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation are recognized in the statement of comprehensive income as a component of the profit or loss, except for differences arising on the translation of available-for-sale equity instruments or a financial liability designated as a hedge of the net investment in a foreign operation (refer to (c) below).

(c)    Foreign operations

The results and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group’s presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities and of borrowings and other currency instruments designated as hedges of such investments are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as a component of the profit or loss as part of the gain or loss on the sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated on this basis.

3.3    Non-derivative financial instruments

Non-derivative financial instruments comprise cash and cash equivalents, receivables, available-for-sale financial assets, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

F-234

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through the profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired.

(a)    Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included within borrowings and are classified as current liabilities on the statement of financial position except if these are repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, overdrafts are included as a component of cash and cash equivalents.

(b)    Financial instruments at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on the instrument’s fair value. Upon initial recognition (at the trade date) attributable transaction costs are recognized in the statement of comprehensive income as a component of the profit or loss. Subsequent to initial recognition, financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in the statement of comprehensive income as a component of the profit or loss.

(c)    Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for instruments with maturities greater than twelve months from the reporting date, which are classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables (including related party receivables) which are stated at their cost less impairment losses.

(d)    Other liabilities

Other liabilities comprise all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group’s other liabilities comprise trade and other payables and interest bearing borrowings, including those with related parties. The Group’s other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are measured at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing loans and borrowings are measured at amortized cost using the effective interest method.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

3.4    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

Derivative financial instruments are initially recognized at fair value (which includes consideration of credit risk where applicable), and transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of the profit or loss unless the derivative financial instruments qualify for hedge accounting. If a derivative financial instrument qualifies for hedge accounting, recognition of any resulting gain or loss depends on the nature of the hedging relationship (see below).

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists.

Derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

(a)    Cash flow hedges

Changes in the fair value of a derivative financial instrument designated as a cash flow hedge are recognized directly in equity as a component of other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of comprehensive income as a component of the profit or loss for the period.

If a hedging instrument no longer meets the criteria for hedge accounting or it expires, is sold, terminated or exercised, then hedge accounting is discontinued prospectively. At this point in time, the cumulative gain or loss previously recognized in equity remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in equity is transferred to the carrying amount of the asset when it is recognized. In all other cases the amount recognized in equity is transferred within the statement of comprehensive income in the same period that the hedged item affects this statement and is recognized as part of financial income or expenses. If the forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred within the statement of comprehensive income and is recognized as part of financial income or expenses in the profit or loss.

(b)    Fair value hedges

Changes in the fair value of a derivative financial instrument designated as a fair value hedge are recognized in the statement of comprehensive income as a component of the profit or loss in financial income or expenses together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk.

(c)    Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of the profit or loss.

3.5    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

3.6    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (if any).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of property, plant and equipment acquired in a business combination is determined by reference to its fair value at the date of acquisition (refer to note 3.1(a)). The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(c)    Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property at its carrying value at the date of transfer.

(d)    Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of an item of property, plant and equipment are capitalized until such time as the assets are substantially ready for their intended use. The interest rate used equates to the effective interest rate on debt where general borrowings are used or the relevant interest rate where specific borrowings are used to finance the construction.

(e)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(f)    Depreciation

Depreciation is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset. Land is not depreciated.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

•Buildings	20 to 50 years
•Plant and equipment	3 to 25 years
•Furniture and fittings	3 to 20 years

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds (if any) at the time of disposal with the net carrying amount of the asset.

3.7    Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost less accumulated depreciation and impairment losses (if any). Investment properties are depreciated on a straight-line basis over 30 to 40 years.

3.8    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

(a)    The Group as lessor — finance leases

Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the leases.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b)    The Group as lessee — finance leases

Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included within loans and borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for in accordance with the accounting policy described in note 3.3(d)(ii) and the asset is accounted for in accordance with the accounting policy applicable to that asset.

3.9    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries, associates, joint ventures and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree over the fair value of the identifiable net assets recognized.

If the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree, the excess is recognized immediately in the statement of comprehensive income as a component of the profit or loss as a bargain purchase gain.

Goodwill is measured at cost less accumulated impairment losses (if any) and is tested at least annually for impairment. Goodwill is not amortized and is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. The allocation is made to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

In respect of joint ventures and investments accounted for using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment.

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and impairment losses (if any) with the exception of the SIG Combibloc, Reynolds, Hefty, Pactiv Foodservice, Blue Ridge, Evergreen and Graham Packaging trade names which are recognized at cost less accumulated impairment losses (if any). These trade names are considered indefinite life assets as they represent the value accumulated in the brand, which is expected to continue indefinitely into the future. Trademarks are tested at least annually for impairment.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. These relationships are recognized at cost and amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses (if any).

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology, patents and rights to supply. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and impairment losses (if any). Other intangible assets that have indefinite useful lives are carried at costs less impairment losses (if any).

(f)    Subsequent expenditures

Subsequent expenditure in respect of intangible assets is capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

The estimated useful lives for the material classes of intangible assets are as follows:

•   Software/technology	3 to 15 years
•   Patents	5 to 14 years
•   Rights to supply	up to a maximum of 6 years
•   Customer relationships	6 to 25 years
•   Trademarks	5 to 15 years

3.10    Impairment

The carrying amounts of the Group’s assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit (CGU) or group of CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of the profit or loss.

(a)    Impairment of loans and receivables

The recoverable amount of the Group’s loans and receivables carried at amortized cost is calculated with reference to the present value of the estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at the date of initial recognition of these financial assets). Receivables with a short duration are not discounted.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Impairment losses on individual instruments that are considered significant are determined on an individual basis through an evaluation of the specific instruments’ exposures. For trade receivables which are not significant on an individual basis, impairment is assessed on a portfolio basis taking into consideration the number of days overdue and the historical loss experiences on a portfolio with a similar number of days overdue.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency in respect of interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group’s non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset or CGU’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of the profit or loss. Impairment losses recognized in respect of a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro-rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less cost to sell, the forecasted future Adjusted EBITDA to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple.

In respect of assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s revised carrying amount will not exceed the carrying amount that would have been determined, net of accumulated depreciation or amortization, if no impairment loss had been recognized.

3.11     Assets and liabilities classified as held for sale

Assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets or components of a disposal group are remeasured in accordance with the Group’s accounting policies. Thereafter the assets (or disposal groups) are measured at the lower of their carrying amount or fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Any impairment loss on a disposal group is first allocated to goodwill and then to the remaining assets on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit plan assets, and investment property, which continue to be measured in accordance with

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

the Group’s accounting policies. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of the profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

3.12     Employee benefits

(a)     Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i) Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee’s service in the current and prior periods. The Group’s contributions are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(ii) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the Group’s obligations and are then adjusted for the impact of any unrecognized past service costs. The Group’s net obligation is then determined with reference to the fair value of the plan assets (if any). The discount rate used is the yield on bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method.

Past service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss, unless the changes to the plans are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past service costs are amortized on a straight-line basis over the vesting period.

Actuarial gains and losses are recognized in the statement of comprehensive income as component of profit or loss when the cumulative unrecognized actuarial gains and losses exceed 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets. These gains or losses are amortized on a straight-line basis over the expected remaining service lives of employees participating in the plan.

Refer to note 3.23 (b) for details on an amendment to existing IFRS guidance with respect to the accounting for defined benefit post-employment plans.

(b)     Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of the profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(c)     Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group’s net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees, the current and expected future medical costs associated with such services which are discounted to determine their present value and any unrecognized past service costs. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past-service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss unless changes to a plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past-service costs are amortized on a straight-line basis over the vesting period.

(d)     Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits, other than pension plans and post-employment medical plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounted to determine the present value of the Group’s obligation. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by qualified actuaries using the projected unit credit method. Any actuarial gains or losses are recognized in the statement of comprehensive income as a component of the profit or loss in the period in which they arise.

(e)     Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

(f)     Incentive compensation plans

The Group recognizes a liability and associated expense for incentive compensation plans based on a formula that takes into consideration certain threshold targets and the associated measures of profitability. The Group recognizes a provision when it is contractually obligated or when there is a past practice that has created a constructive obligation to its employees to fund such plans.

3.13     Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized as a component of financial expense in the statement of comprehensive income as a component of the profit or loss.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(a) Warranties

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(b) Business closure and rationalization

A provision for business closure and rationalization is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

3.14     Self-insured employee obligations

(a)     Self-insured employee workers’ compensation

The Group is self-insured in respect of its workers’ compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities relating to these claims are included in provisions.

(b)     Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group’s historical claims) relating to these claims are included in trade and other payables.

3.15     Dividends

Dividends to the Group’s shareholder are recognized as a liability in the Group’s financial statements in the period in which the dividends are declared.

3.16     Share capital

Common stock and ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

3.17    Revenue

(a)    Sale of goods

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale. This occurs either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b)    Lease income

Payments received under finance leases are apportioned between finance income and the reduction of the outstanding receivable balance. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Lease income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

3.18    Lease payments

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of the profit or loss are allocated to each period during the lease term so as to produce a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the term of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are recognized as a reduction to the lease expenses on a straight line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

3.19     Financial income and expenses

Financial income comprises interest income, foreign currency gains, and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of the profit or loss. Interest income is recognized as it accrues using the effective interest method.

Financial expenses comprise interest expense, foreign currency losses, impairment losses recognized on financial assets (except for trade receivables) and losses in respect of financing activities on derivative instruments that are recognized in the statement of comprehensive income as a component of the profit or loss. All borrowing costs not qualifying for capitalization are recognized in the statement of comprehensive income as a component of the profit or loss.

3.20     Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of the profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable on the taxable income for the period using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation

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Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend is recognized. Deferred income tax assets and liabilities in the same jurisdiction are off-set in the statement of financial position only to the extent that there is a legally enforceable right to off-set current tax assets and current tax liabilities and the deferred balances relate to taxes levied by the same taxing authority and are expected either to be settled on a net basis or realized simultaneously.

3.21     Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax (“VAT”) and goods and services tax (“GST”) to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.22     Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative period.

3.23     New and revised standards and interpretations

(a)    Interpretations and amendments to existing standards effective in 2011

During 2011, certain interpretations and standards which had not previously been early adopted were mandatory for the Group. This included improvements to various IFRSs 2010 — various standards (effective for financial reporting periods beginning on or after July 1, 2010 and January 1, 2011). The adoption of the revisions to existing standards did not have a material impact on the financial statements of the Group for the period ended December 31, 2011.

(b)    Standards and amendments to existing standards that are not yet effective and have not been early adopted by the Group

The following standards and amendments to existing standards are not yet effective for the period ended December 31, 2011, and have not been applied in preparing these consolidated financial statements:

IFRS 9 “Financial Instruments” is the replacement of IAS 39 “Financial Instruments: Recognition and Measurement.” IFRS 9 introduces new requirements for classifying and measuring financial assets that must be applied starting January 1, 2015, with early adoption permitted. The Group is currently evaluating the impact of IFRS 9 on its financial statements.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

On May 12, 2011, the IASB released IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”, IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” as part of its new suite of consolidation and related standards, replacing and amending a number of existing standards and pronouncements. Each of these standards is effective for annual reporting periods beginning on or after January 1, 2013, with early adoption permitted.

IFRS 10 introduces a new approach to determining which investments should be consolidated and supersedes the requirements of IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities.” Under the requirements of this new standard, the basis for consolidation is control regardless of the nature of the investee. The IASB has provided a series of indicators to determine control which requires judgment to be exercised in making the assessment of control. The new standard also introduces the concept of de facto control, provides greater guidance on the assessment of potential voting rights, while also requiring control to be assessed on a continuous basis where changes arise that do not merely result from a change in market conditions.

IFRS 11 overhauls the accounting for joint arrangements (previously known as joint ventures) and directly supersedes IAS 31 “Interests in Joint Ventures” while amending IAS 28 (2011) “Investments in Associates and Joint Ventures.” Under the requirements of the new standard, jointly controlled entities are either accounted for (without choice) using the equity or proportional consolidation method (depending if separation can be established legally or through another form), whereas joint ventures (previously referred to as jointly controlled operations and jointly controlled assets) must be accounted for using the proportional consolidation method.

IFRS 12 combines into a single standard the disclosure requirements for subsidiaries, associates and joint arrangements and unconsolidated structured entities. Under the expanded and new disclosure requirements, information is required to be provided to enable users to evaluate the nature of the risks associated with a reporting entity’s interest in other entities and the effect those interests can have on the reporting entity’s financial position, performance and cash flow. In addition, the standard introduces new disclosures about unconsolidated structured entities.

IFRS 13 defines the concept of fair value and establishes a framework for measuring fair value, while setting the disclosure requirements for fair value measurement. The new standard focuses on explaining how to measure fair value when required by other IFRS. Prior to the introduction of IFRS 13 there was no single source of guidance on fair value measurement.

On June 16, 2011, the IASB published an amendment to IAS 19 “Employee Benefits,” which removes certain options in respect of the accounting for defined benefit post-employment plans, while introducing certain other new measurement and disclosure requirements. Under the requirements of the amended standard, the IASB now requires the immediate recognition of all actuarial gains and losses as a component of other comprehensive income, effectively removing the ability to defer and leave unrecognized those amounts that were previously permitted under the corridor method. In connection with this amendment, the IASB has also provided additional guidance on the level of aggregated disclosure permitted when plans with differing criteria are presented on a consolidated basis, while also revising the basis under which finance costs are to be determined in connection with defined benefit plans. In addition to these changes, the new standard has also introduced further measures to distinguish between short and long-term employee benefits and additional guidance in terms of the recognition of termination benefits.

Revised IAS 19 will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

In addition, on June 16, 2011, the IASB also published an amendment to IAS 1 “Presentation of Financial Statements.” Under the requirements of the amended standard, the IASB requires an entity to present amounts recognized in other comprehensive income that the entity expects will be reclassified to the statement of comprehensive income in the future (even if contingent on future events) separately from those amounts that will never be reclassified. In addition, the amendment proposes a change in the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive income but allows entities the ability to use other titles.

The requirements of the amended IAS 1 must be applied to the financial year beginning on or after January 1, 2013, with early adoption permitted. The Group is currently evaluating the effects of the amendment to IAS 1 on its financial statements.

On December 16, 2011, the IASB published amendments to IFRS 7 “Financial Instruments: Disclosures — Offsetting Financial Assets and Financial Liabilities” and IAS 32 “Financial Instruments: Presentation — Offsetting Financial Assets and Financial Liabilities.” The amendments are intended to clarify existing application issues relating to the offsetting rules and reduce the level of diversity in current practice. The amendments clarify the meaning of “currently has a legally enforceable right of set off” and “simultaneous realization and settlement.” Additional disclosures are also required about right of offset and related arrangements.

The requirements of the amended IFRS 7 must be applied to the financial year beginning on or after January 1, 2013 and of amended IAS 32 must be applied to the financial year beginning on or after January 1, 2014. Both require retrospective application for the comparative period. The Group is currently evaluating the effects of the amendments to IFRS 7 and IAS 32 on its financial statements.

4.    Critical accounting estimates and assumptions

In the process of applying the Group’s accounting policies management has made certain estimates and assumptions about the carrying values of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

4.1     Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the segment being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 22.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

4.3    Realization of deferred tax assets

The Group assesses the recoverability of deferred tax assets with reference to estimates of future taxable income. To the extent that actual taxable income differs from management’s estimate of future taxable income, the value of recognized deferred tax assets may be affected. Deferred tax assets have been recognized to offset deferred tax liabilities to the extent that the deferred tax assets and liabilities are expected to be realized in the same jurisdiction and reporting period. Deferred tax assets have also been recognized based on management’s best estimate of the recoverability of these assets against future taxable income.

4.4    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than twelve months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment.

The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a), any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition. Refer to note 33 for details of the finalization of the purchase accounting related to the acquisition of Graham Packaging.

4.5    Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding long-term rates of return on pension fund assets, expected salary increases and the age of employees. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, plus net pension expense or income that may be recognized in future years.

5.    Determination of fair values

A number of the Group’s accounting policies and associated disclosures require the determination of fair values for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information regarding the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

5.1    Property, plant and equipment

The fair values of items of property, plant and equipment recognized as a result of a business combination are based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

5.2     Intangible assets

The fair values of patents and trademarks acquired in a business combination are based on the discounted estimated royalty payments that have been avoided as a result of owning the patent or trademark. The fair values of other identifiable intangible assets are based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

5.3    Investment property

The fair values of investment property are based on active market prices adjusted, if necessary, for any differences in the nature, location or condition of the specific asset. If such information is not available, the Group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. These valuations are reviewed internally and by external valuers.

5.4    Inventory

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

5.5    Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

5.6    Derivatives

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

The fair value of commodity and other price derivatives is based on a valuation model. The valuation model (which includes when relevant the consideration of credit risk) discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date.

5.7    Non-derivatives financial liabilities

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

5.8    Pension and post-employment medical benefits

The valuation of the Group’s defined benefit pension and post-employment medical plans is outlined in note 3.12(a)(ii).

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

5.9    Fair value of borrowings acquired

The fair value of borrowings acquired in business combinations is determined using quoted market prices or agreed redemption values at the date of acquisition.

6.    Segment reporting

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in order to allocate resources to the segment and to assess its performance.

The Group’s CODM resides within the immediate parent company of the Group, Reynolds Group Holdings Limited (“RGHL”). Information reported to the Group’s CODM for the purposes of resource allocation and assessment of segment performance is focused on six business segments that exist within the Group. The Group’s operating and reportable business segments under IFRS 8 are as follows:

• SIG Combibloc — SIG Combibloc is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

• Closures — Closures is a leading manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

• Reynolds Consumer Products — Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. Prior to the Pactiv acquisition (refer to note 33), the Reynolds Consumer Products segment consisted solely of the Group’s Reynolds consumer products business.

• Pactiv Foodservice — Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Prior to the Pactiv acquisition (refer to note 33), the Pactiv Foodservice segment consisted solely of the Group’s Reynolds foodservice packaging business. Dopaco, which was acquired in May 2011, is being integrated with the Pactiv Foodservice segment.

• Graham Packaging — Graham Packaging is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 33).

The CODM does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses, and income tax benefit and expense.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The performance of the operating segments is assessed based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products which are sold at cost.

Business segment reporting

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice*			Graham Packaging**			Corporate / unallocated***			Total
	(In $ million)
Total external revenue		2,036			1,557			1,317			2,503			3,409			967			—			11,789
Total inter-segment revenue		—			46			12			56			39			—			(153	)		—
Total segment revenue		2,036			1,603			1,329			2,559			3,448			967			(153	)		11,789
Gross profit		439			224			207			611			524			62			(3	)		2,064
Expenses and other income		(234	)		(69	)		(97	)		(258	)		(402	)		(86	)		(8	)		(1,154	)
Share of profit of associates and joint ventures		15			2			—			—			—			—			—			17
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(11	)		927
Financial income																							6
Financial expenses																							(1,409	)
Loss before income tax																							(476	)
Income tax benefit																							56
Loss after income tax																							(420	)
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(11	)		927
Depreciation and amortization		260			60			81			150			292			129			—			972
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414			105			(11	)		1,899

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

** Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

*** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice*		Graham Packaging**		Corporate / unallocated***			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414		105		(11	)		1,899
Included in EBITDA:
Asset impairment charges		4			—			1			—			7		—		—			12
Business acquisition and integration costs		—			—			—			5			45		9		26			85
Business interruption costs (recoveries)		2			—			1			(1	)		—		—		—			2
Change of control payments		—			—			—			—			—		12		—			12
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—		—		—			(10	)
Gain on modification of plan benefits		—			—			—			—			—		—		(25	)		(25	)
Gain on sale of businesses		—			—			(5	)		—			—		—		—			(5	)
Impact of purchase price accounting on inventory and leases		—			—			—			—			5		27		—			32
Non-cash inventory charge		—			—			—			1			2		—		—			3
Non-cash pension expense (income)		—			—			—			3			4		—		(49	)		(42	)
Operational process engineering-related consultancy costs		—			—			—			17			21		—		4			42
Restructuring costs		2			—			5			11			48		3		19			88
SEC registration costs		—			—			—			—			—		—		6			6
Unrealized loss on derivatives		2			2			2			17			3		—		—			26
VAT and custom duties on historical imports		1			—			—			—			—		—		—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		483			217			195			556			549		156		(30	)		2,126
Segment assets ‡		3,218			1,398			1,774			4,916			5,892		5,755		(1,318	)		21,635
Included in segment assets are:
Additions to property, plant and equipment		185			62			63			33			105		63		—			511
Additions to intangible assets		8			—			3			1			—		5		1			18
Additions to investment properties		4			—			—			—			—		—		—			4
Investments in associates and joint ventures		104			14			—			—			—		1		—			119
Segment liabilities‡		2,031			412			804			1,396			861		3,958		12,630			22,092

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

** Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

*** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures*			Reynolds Consumer Products**			Pactiv Foodservice***			Corporate/ unallocated****			Total
	(In $ million)
Total external revenue		1,846			1,580			1,167			1,334			847			—			6,774
Total inter-segment revenue		—			3			7			44			77			(131	)		—
Total segment revenue		1,846			1,583			1,174			1,378			924			(131	)		6,774
Gross profit		464			209			185			327			65			—			1,250
Expenses and other income		(213	)		(67	)		(89	)		(113	)		(106	)		(9	)		(597	)
Share of profit of associates and joint ventures		16			2			—			—			—			—			18
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(9	)		671
Financial income																				41
Financial expenses																				(750	)
Loss before income tax																				(38	)
Income tax expense																				(72	)
Loss after income tax																				(110	)
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(9	)		671
Depreciation and amortization		243			62			79			62			58			—			504
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(9	)		1,175

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

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Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures*			Reynolds Consumer Products**			Pactiv Foodservice***			Corporate/ unallocated****			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(9	)		1,175
Included in EBITDA:
Adjustment related to settlement of a lease obligation		—			—			—			(2	)		—			—			(2	)
Asset impairment charges (reversals)		(1	)		—			—			—			29			—			28
Black Liquor Credit		—			(10	)		—			—			—			—			(10	)
Business acquisition costs		—			1			1			—			—			10			12
Business interruption costs		—			—			2			—			—			—			2
CSI Americas gain on acquisition		—			—			(10	)		—			—			—			(10	)
Equity method profit not distributed in cash		(11	)		(3	)		—			—			—			—			(14	)
Gain on sale of businesses and investment properties		(6	)		(2	)		—			—			(8	)		—			(16	)
Impact of purchase price accounting on inventories		—			—			—			25			38			—			63
Operational process engineering-related consultancy costs		—			2			—			6			—			—			8
Pension income		—			—			—			—			—			(5	)		(5	)
Related party management fees		—			1			—			—			—			—			1
Restructuring costs (recoveries)		11			—			3			(4	)		(1	)		—			9
Termination of supply agreement		—			—			—			—			7			—			7
Unrealized (gain) loss on derivatives		—			1			(1	)		(2	)		(1	)		—			(3	)
VAT and custom duties on historical imports		10			—			—			—			—			—			10
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		513			196			170			299			81			(4	)		1,255
Segment assets		3,439			1,257			1,739			1,763			405			7,101			15,704
Included in segment assets are:
Additions to property, plant and equipment		151			47			82			13			10			12			315
Additions to intangible assets		13			—			—			5			—			—			18
Additions to investment properties		4			—			—			—			—			—			4
Investments in associates and joint ventures		97			13			—			—			—			—			110
Segment liabilities		2,073			392			1,167			1,161			197			10,723			15,713

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment and acquisition-related assets not allocated to specific segments. It also includes eliminations of transactions and balances between segments.

F-255

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		1,668			1,429			977			1,151			685			—			5,910
Total inter-segment revenue		—			—			3			39			54			(96	)		—
Total segment revenue		1,668			1,429			980			1,190			739			(96	)		5,910
Gross profit		410			376			161			222			47			3			1,219
Expenses and other income		(229	)		(85	)		(79	)		(31	)		(45	)		(3	)		(472	)
Share of profit of associates and joint ventures		9			2			—			—			—			—			11
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Financial income																				13
Financial expenses																				(499	)
Profit before income tax																				272
Income tax expense																				(148	)
Profit after income tax																				124
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Depreciation and amortization		250			64			73			63			52			—			502
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-256

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260
Included in EBITDA:
Asset impairment charges		6			6			—			—			1			—			13
Black Liquor Credit		—			(214	)		—			—			—			—			(214	)
Business acquisition costs		—			1			—			—			—			—			1
Elimination of the effect of the historical Reynolds Consumer hedging policy		—			—			—			91			4			—			95
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—			—			(10	)
Inventory write-off arising on restructure		—			—			—			—			5			—			5
Korean insurance claim		—			(2	)		—			—			—			—			(2	)
Loss on sale of Baco assets		—			—			—			1			—			—			1
Manufacturing plant flood impact		—			—			—			5			—			—			5
Operational process engineering-related consultancy costs		—			13			—			—			—			—			13
Plant realignment costs		—			—			—			2			—			—			2
Related party management fees		—			3			—			—			—			—			3
Restructuring costs		38			3			3			5			9			—			58
Transition costs		—			—			—			24			—			—			24
Unrealized gain on derivatives		(4	)		—			(10	)		(102	)		(13	)		—			(129	)
VAT and custom duties on historical imports		3			—			—			—			—			—			3
Write down of assets held for sale		—			1			—			—			—			—			1
Write off of receivables related to sale of Venezuela operations		—			1			—			—			—			—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		475			167			148			280			60			—			1,130
Segment assets		4,025			1,316			1,432			1,670			512			(1,420	)		7,535
Included in segment assets are:
Additions to property, plant and equipment		77			61			69			31			4			—			242
Additions to intangible assets		21			2			—			22			3			—			48
Additions to investment properties		2			—			—			—			—			—			2
Investments in associates and joint ventures		90			10			—			—			4			—			104
Segment liabilities		1,255			1,034			970			1,158			267			1,992			6,676

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-257

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Information about geographic area

The Group’s revenue from external customers and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables, deferred tax assets and post-employment benefit assets) by geographical origin are detailed below. In presenting information on a geographical basis, revenue and assets have been based in the location of the business operations:

	USA		Remaining North American Region		Europe		Asia		South America		Other		Total
	(In $ million)
Total external revenue
For the period ended December 31, 2011		7,990		628		1,742		941		375		113		11,789
For the period ended December 31, 2010		3,829		299		1,498		759		292		97		6,774
For the period ended December 31, 2009		3,279		230		1,483		656		249		13		5,910
Non-current assets
As of December 31, 2011		13,769		498		1,796		923		268		58		17,312
As of December 31, 2010		9,073		369		1,769		855		122		60		12,248

There was no revenue from external customers in Luxembourg, where BP I and BP II are domiciled, for the period ended December 31, 2011 (2010: none; 2009: none). There were no total non-current assets in Luxembourg as of December 31, 2011 (December 31, 2010: none).

Information about major customers

The Group does not have revenue from transactions with a single external customer amounting to 10% or more of the Group’s revenue.

Information about major product lines

Supplemental information on net sales by major product line is set forth below:

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Foodservice packaging		3,448			924			739
Aseptic carton packaging		2,036			1,846			1,668
Caps and closures		1,329			1,174			980
Waste and storage products		992			509			433
Cooking products		822			768			757
Tablewares		745			101			—
Cartons		775			755			757
Beverage containers		646			—			—
Liquid packaging board		441			416			336
Paper products		387			412			336
Household product containers		175			—			—
Other product containers		146			—			—
Inter-segment eliminations		(153	)		(131	)		(96	)
Total revenue		11,789			6,774			5,910

F-258

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

7.    Revenue

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Sale of goods		11,699		6,692		5,845
Services		90		82		65
Total revenue		11,789		6,774		5,910

8.    Other income

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Adjustment related to settlement of a lease obligation		—		2		—
CSI Americas gain on acquisition		—		10		—
Gain on sale of businesses		5		—		—
Gain on sale of investment properties		—		16		—
Gain on sale of non-current assets		—		5		4
Income from facility management		12		11		15
Income from miscellaneous services		6		8		11
Insurance claims		6		—		4
Landfill tipping fees received		5		—		—
Rental income from investment properties		6		6		5
Royalty income		4		2		2
Sale of by-products		29		25		18
Unrealized gains on derivatives		—		4		129
Other		14		13		13
Total other income		87		102		201

9.    General and administration expenses

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Research and development expenses		(145	)		(107	)		(99	)
Auditors’ remunerations to PricewaterhouseCoopers, comprising:
Audit fees		(12	)		(11	)		(7	)
Other audit related fees(a)		(7	)		(5	)		(5	)
Tax fees(b)		(1	)		(1	)		(12	)

(a) Other audit related fees include services for the audit or review of financial information other than year end or interim financial statements (including audits of carve out financial statements for debt refinancing and covenant reporting under bank facilities).

F-259

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b) In 2009, $12 million was incurred for tax advice from PricewaterhouseCoopers LLP regarding alternative fuel mixtures credits. These costs have been recognized as a component of cost of sales during the period ended December 31, 2009.

10.    Other expenses

	Note		For the period ended December 31,
			2011			2010			2009
			(In $ million)
Asset impairment charges				(12	)		(29	)		(13	)
Business acquisition costs				(38	)		(13	)		—
Business integration costs				(43	)		—			—
Net foreign currency exchange loss				(7	)		(3	)		(3	)
Operational process engineering-related consultancy costs				(42	)		(7	)		(13	)
Related party management fees		30		—			(1	)		(3	)
Restructuring costs				(88	)		(9	)		(58	)
SEC registration costs				(6	)		—			—
Unrealized losses on derivatives				(26	)		—			—
VAT and custom duties on historical imports				(1	)		(11	)		(3	)
Other				(5	)		(7	)		(3	)
Total other expenses				(268	)		(80	)		(96	)

11.    Personnel expenses

Personnel expenses recognized in the statements of comprehensive income were $1,965 million for the period ended December 31, 2011 (2010: $1,229 million; 2009: $1,167 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits, post-employment medical benefits and other long-term employee benefits. For additional details related to the post-employment benefit plans, refer to note 26.

12.    Financial income and expenses

	Note	For the period ended December 31,
		2011			2010			2009
		(In $ million)
Interest income			6			5			6
Interest income on related party loans			—			3			5
Net change in fair value of derivatives			—			33			2
Financial income			6			41			13
Interest expense:
August 2011 Credit Agreement			(168	)		—			—
2009 Credit Agreement			(29	)		(135	)		(13	)
August 2011 Notes			(85	)		—			—
February 2011 Notes			(139	)		—			—
October 2010 Notes			(243	)		(50	)		—

F-260

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Note		For the period ended December 31,
			2011			2010			2009
			(In $ million)
May 2010 Notes				(88	)		(56	)		—
2009 Notes				(147	)		(134	)		(20	)
Related Party Notes				(109	)		(104	)		(110	)
Pactiv 2012 Notes				(15	)		(2	)		—
Pactiv 2017 Notes				(24	)		(3	)		—
Pactiv 2018 Notes				(1	)		—			—
Pactiv 2025 Notes				(22	)		(3	)		—
Pactiv 2027 Notes				(17	)		(2	)		—
Graham Packaging 2014 Notes				(12	)		—			—
Graham Packaging 2017 Notes				(3	)		—			—
Graham Packaging 2018 Notes				(3	)		—			—
2008 Reynolds Senior Credit Facilities				—			—			(66	)
2007 SIG Senior Credit Facilities				—			—			(47	)
CHH Facility				—			(8	)		(22	)
Blue Ridge Facility				—			—			(2	)
Related party borrowings		30		(1	)		—			(15	)
Amortization of:
Debt issue costs:
2011 Credit Agreement				(4	)		—			—
2009 Credit Agreement(a)				(86	)		(10	)		(1	)
August 2011 Notes				(2	)		—			—
February 2011 Notes				(2	)		—			—
October 2010 Notes				(10	)		(2	)		—
May 2010 Notes				(3	)		(2	)		—
2009 Notes				(8	)		(9	)		(1	)
Related Party Notes				(4	)		(4	)		(4	)
2008 Reynolds Senior Credit Facilities				—			—			(19	)
2007 SIG Senior Credit Facilities				—			—			(3	)
CHH Facility				—			—			(1	)
Debt commitment letter fees(b)(c)				(68	)		(98	)		—
Credit Agreement amendment fees				(11	)		(12	)		—
Fair value adjustment of acquired notes				14			1			—
Original issue discounts(a)				(42	)		(6	)		(1	)
Embedded derivatives				11			3			—
Graham Packaging Notes tender offer fees				(5	)		—			—
Unamortized debt issue costs written off				—			—			(36	)
Net change in fair values of derivatives				(9	)		—			—
Net foreign currency exchange loss				(55	)		(101	)		(130	)
Other				(19	)		(13	)		(8	)
Financial expenses				(1,409	)		(750	)		(499	)
Net financial expenses				(1,403	)		(709	)		(486	)

(a) In February 2011, the 2009 Credit Agreement was repaid in full with the proceeds from the February 2011 Notes as well as proceeds from the February 2011 Credit Agreement. As a result of such repayments, the

F-261

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

unamortized debt issuance costs of $86 million and unamortized original issuance discount of $38 million related to the 2009 Credit Agreement were expensed during the period ended December 31, 2011.

(b) A debt commitment letter to fund the Graham Packaging Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging Acquisition (refer to note 33). As the commitments under the debt commitment letter were not utilized, the Group expensed $68 million of the fees during the period ended December 31, 2011.

(c) A debt commitment letter to fund the Pactiv Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $98 million of fees. The proceeds from the issuance of the October 2010 Notes and the additional borrowings under the 2009 Credit Agreement were used to finance the Pactiv acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed $98 million of fees during the period ended December 31, 2010.

Refer to note 25 for information on the Group’s borrowings.

13.    Income tax

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current tax expense
Current period		(149	)		(117	)		(115	)
Adjustment for prior periods		—			—			(2	)
		(149	)		(117	)		(117	)
Deferred tax benefit (expense)
Origination and reversal of temporary differences		186			39			(40	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			12
Adjustments for prior periods		(7	)		—			1
		205			45			(31	)
Income tax benefit (expense)		56			(72	)		(148	)

Refer to note 37 for a discussion of a refund claim submitted by Evergreen to the Internal Revenue Service (“IRS”) in May 2012.

F-262

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

13.1    Reconciliation of effective tax rate

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Reconciliation of effective tax rate
Profit (loss) before income tax		(476	)		(38	)		272
Income tax using the New Zealand tax rate of 28% (2010 and 2009: 30%)		133			11			(82	)
Effect of tax rates in foreign jurisdictions		47			(8	)		29
Effect of tax rates in state and local tax		(1	)		(5	)		(13	)
Non-deductible expenses and permanent differences		(95	)		(32	)		(4	)
Tax exempt income and income at a reduced tax rate		9			10			6
Withholding tax		(28	)		(10	)		(3	)
Controlled foreign corporation tax		2			(11	)		(17	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			21
Unrecognized tax losses and temporary differences		(48	)		(61	)		(82	)
Tax uncertainties		8			—			—
Cellulosic biofuel credits		—			29			—
Credits		4			2			—
Other		2			(3	)		2
Over (under) provided in prior periods		(3	)		—			(1	)
Total current period income tax (expense) benefit		56			(72	)		(148	)

14.    Other comprehensive income

	For the period ended December 31,
	2011					2010				2009
	Pre-Tax			Tax effect		Pre-Tax		Tax effect		Pre-Tax		Tax effect
	(In $ million)
Exchange difference on translating foreign operations		(26	)		—		277		—		71		—
Cash flow hedges		—			—		—		—		19		(7	)
Total other comprehensive income		(26	)		—		277		—		90		(7	)

During the period ended December 31, 2010, the Group transferred $49 million of the exchange difference on translating foreign operations, which had been previously recognized in other comprehensive income to the profit or loss primarily as a result of the internal restructuring of legal entities within the SIG segment.

During the period ended December 31, 2009, the Group transferred $12 million of cash flow hedges which had been previously recognized in other comprehensive income to the profit or loss following the derivatives becoming ineffective hedges when the underlying borrowings were repaid.

F-263

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

15.    Cash and cash equivalents

	As of December 31,
	2011		2010
	(In $ million)
Cash at bank and on hand		445		591
Short-term deposits		152		72
Total cash and cash equivalents		597		663

16.    Trade and other receivables

	As of December 31,
	2011			2010
	(In $ million)
Trade receivables		1,347			977
Provisions for doubtful debts		(25	)		(22	)
		1,322			955
Related party receivables (refer to note 30)		31			36
Other receivables		151			154
Total current trade and other receivables		1,504			1,145
Total non-current receivables		55			47

16.1    Movement in provision for doubtful debts

	As of December 31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		(22	)		(22	)
Doubtful debts charges recognized		(10	)		(8	)
Doubtful debts provision applied against trade receivable balance		1			6
Reversal of doubtful debts charges previously recognized		6			2
Balance at the end of the period		(25	)		(22	)

The doubtful debts charge recognized of $10 million for the period ended December 31, 2011 (2010: $8 million; 2009: $4 million) relates to increases required as a result of management’s review of the trade receivable balances.

F-264

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

16.2    Balances net of provision for doubtful debts

	As of December 31,
	2011		2010
	(In $ million)
Current		1,214		842
Past due 0 to 30 days		81		91
Past due 31 days to 60 days		9		6
Past due 61 days to 90 days		5		2
More than 91 days		13		14
Balance at the end of the period		1,322		955

The individual operating divisions within the Group have reviewed their respective past due trade receivable balances on either an individual or collective basis in conjunction with their current level of credit insurance, where applicable. Based on past experience, the Group believes that no further allowance for doubtful debts other than that recognized is necessary.

17.    Assets and liabilities held for sale

	As of December 31,
	2011		2010
	(In $ million)
Assets
Trade receivables		10		—
Inventories		15		—
Property, plant and equipment		44		18
Pension asset		1		—
Total net assets held for sale		70		18
Liabilities
Trade and other payables		14		—
Other liabilities		6		—
Liabilities directly associated with assets held for sale		20		—
Net assets held for sale		50		18

During the period ended December 31, 2011, the Group decided to sell the Pactiv Foodservice laminating operations in Louisville, Kentucky and certain property, plant and equipment. The sale was completed on January 2012 (refer to note 37).

During the period ended December 31, 2010, the Group finalized the sale of the Downingtown facility and recorded an impairment charge of $7 million on the Richmond facility.

Efforts to dispose of the remaining net assets held for sale are currently progressing and are expected to be completed in the next twelve month period.

F-265

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

18.    Inventories

	As of December 31,
	2011			2010
	(In $ million)
Raw materials and consumables		556			379
Work in progress		227			167
Finished goods		898			646
Engineering and maintenance materials		152			146
Provision against inventory		(69	)		(57	)
Total inventory		1,764			1,281

During the period ended December 31, 2011, the raw materials elements of inventory recognized as a component of cost of sales totaled $5,750 million (2010: $3,053 million; 2009: $2,684 million). In addition, purchase price adjustments to inventory charged to cost of sales totaled $33 million for the period ended December 31, 2011 (2010: $64 million; 2009: none).

During the period ended December 31, 2011, there were no material write-downs of inventories to net realizable value (2010: $3 million; 2009: $10 million). There were no material reversals of write-downs during 2011 (2010: $2 million; 2009: none). The inventory write-downs and reversals are included in cost of sales.

The U.S. Internal Revenue Code provided a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, was refundable to the taxpayer. During May 2009, the Group received notification that its application to be registered as an alternative fuel mixer at its Canton and Pine Bluff facilities (within the Evergreen segment) had been approved. For the year ended December 31, 2009, the Group filed claims for alternative fuel mixture credits covering eligible periods from January 2009 to December 2009, totaling approximately $235 million. As a result of these claims, the Group recognized during the period ended December 31, 2009 a reduction of $214 million in its cost of sales, being the claim value net of applicable expenses. In 2010, the Group filed for additional claims based on information released by the Internal Revenue Service in 2010 clarifying how the volume of alternative fuel mixture used in the production process that qualifies for the tax credit should be determined. As a result, the Group recognized during the period ended December 31, 2010 a reduction of $10 million in its cost of sales, being the claim value net of applicable expenses. The Group recognized no such credits in the period ended December 31, 2011.

F-266

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

19.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in  progress			Leased assets lessor			Financed leased assets			Total
	(In $ million)
As of December 31, 2011
Cost		239			1,019			4,041			341			334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—			(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—			—			—			(6	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
As of December 31, 2010
Cost		218			776			2,668			201			268			28			4,159
Accumulated depreciation		—			(83	)		(686	)		—			(114	)		(2	)		(885	)
Accumulated impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266
Carrying amount as of January 1, 2011		218			690			1,977			201			154			26			3,266
Acquisitions through business combinations (refer to note 33)		44			232			1,164			86			—			—			1,526
Additions		—			6			38			416			51			—			511
Capitalization of borrowing costs		—			—			2			2			—			—			4
Disposals		(1	)		(9	)		(6	)		—			(2	)		—			(18	)
Depreciation for the period		—			(94	)		(501	)		—			(54	)		(1	)		(650	)
Impairment losses		(2	)		(5	)		(1	)		—			—			—			(8	)
Transfers to intangible assets		—			—			—			(2	)		—			—			(2	)
Transfers to assets held for sale		(10	)		(8	)		(3	)		—			—			—			(21	)
Other transfers		(10	)		39			303			(369	)		33			—			(4	)
Effect of movements in exchange rates		(2	)		(10	)		(48	)		7			(4	)		(1	)		(58	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
Carrying amount as of January 1, 2010		124			399			1,109			80			110			3			1,825
Acquisitions through business combinations (refer to note 33)		83			328			944			64			—			24			1,443
Additions		10			1			47			223			71			—			352
Capitalization of borrowing costs		—			—			—			1			—			—			1
Disposals		(2	)		(6	)		(19	)		—			(3	)		—			(30	)
Depreciation for the period		—			(30	)		(240	)		—			(46	)		(1	)		(317	)
Impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Transfers to assets held for sale		—			12			(13	)		—			—			—			(1	)
Transfers to intangibles		—			—			(3	)		—			—			—			(3	)
Other transfers		—			(3	)		154			(168	)		17			—			—
Effect of movements in exchange rates		3			(8	)		3			1			5			—			4
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266

F-267

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The depreciation charge of $650 million for the period ended December 31, 2011 (2010: $317 million; 2009: $331 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $625 million; 2010: $302 million; 2009: $318 million), selling, marketing and distribution expenses (2011: $4 million; 2010: $3 million; 2009: $4 million) and general and administration expenses (2011: $21 million; 2010: $12 million; 2009: $9 million).

During the period ended December 31, 2011, the Group incurred an impairment loss of $9 million (2010: $8 million; 2009: $5 million) related to closures of certain facilities. There were no reversals of impairment charges during the period ended December 31, 2011 (2010: none; 2009: none). The recognition and reversal of impairment charges is included in other expenses in the profit or loss component of the statements of comprehensive income.

Refer to note 34 for details of the leased assets lessor category of property, plant and equipment. Refer to note 25 for details of security granted over property, plant and equipment and other assets.

20.    Investment properties

	As of December 31,
	2011			2010
	(In $ million)
Cost		44			81
Accumulated depreciation		(9	)		(7	)
Accumulated impairment losses		(6	)		(6	)
Balance at the end of the period		29			68
Balance at the beginning of the period		68			76
Additions		4			4
Disposals		(43	)		(16	)
Depreciation		(1	)		(2	)
Transfer from property, plant and equipment		4			—
Impairment (losses) reversals		(4	)		1
Effect of movements in exchange rates		1			5
Balance at the end of the period		29			68
Fair value of investment properties		29			68

Investment properties (mainly industrial real estate), held by the Group’s SIG and Closures segments, are leased to third parties. The method for determining the fair value of investment properties is described in note 5.3.

No contingent rents are charged.

The Group has no restrictions on the realizability of its investment property and no contractual obligations to either purchase, construct or develop investment property or for repairs, maintenance and enhancements.

Direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period ended December 31, 2011 totaled $3 million (2010: $3 million; 2009: $3 million).

There were no direct operating expenses (including repairs and maintenance) arising from investment properties that did not generate rental income during the period ended December 31, 2011 (2010: none; 2009: none).

F-268

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

21.    Current and deferred tax assets and liabilities

The current tax asset of $39 million (2010: $109 million) represents the amount of income taxes recoverable in respect of current and prior periods and that arise from the payment of tax in excess of the amounts due to the relevant tax authorities. The current tax liability of $161 million (2010: $142 million) represents the amount of income taxes payable in respect of current and prior periods.

21.1    Unrecognized deferred tax assets

	As of December 31,
	2011		2010
	(In $ million)
Deductible/(taxable) temporary differences		17		20
Tax losses		276		284
Total unrecognized deferred tax assets		293		304

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

21.2    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group’s overseas companies when these amounts are considered permanently reinvested in the businesses of these companies. As of December 31, 2011, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $12 million.

F-269

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

21.3    Movement in recognized deferred tax assets and liabilities

	Derivatives			Inventories			Property, plant and equipment			Investment property			Intangible assets			Employee benefits			Provisions			Tax loss carry- forwards			Interest		Tax credits		Unrecognized temporary differences			Unrealized foreign currency exchange			Other items			Net deferred tax assets (liabilities)
	(In $ million)
Balance at the beginning of the period		2			(2	)		(194	)		(6	)		(295	)		51			27			104			—		—		(13	)		7			6			(313	)
Recognized in the profit or loss		(3	)		27			(20	)		6			56			7			(20	)		(9	)		9		16		(7	)		(8	)		(9	)		45
Acquired in business combinations		(3	)		(16	)		(308	)		—			(996	)		311			27			42			—		18		—			—			86			(839	)
Other (including foreign exchange and disposals)		1			—			2			—			—			—			—			—			—		—		—			—			—			3
Balance as of December 31, 2010		(3	)		9			(520	)		—			(1,235	)		369			34			137			9		34		(20	)		(1	)		83			(1,104	)
Recognized in the profit or loss		8			(5	)		64			—			62			(10	)		(11	)		(71	)		161		15		(3	)		1			(6	)		205
Acquired in business combinations		—			(2	)		(164	)		—			(905	)		23			8			312			—		11		5			—			89			(623	)
Other (including foreign exchange and disposals)		—			(1	)		1			—			5			(9	)		(1	)		1			—		—		1			—			6			3
Balance as of December 31, 2011		5			1			(619	)		—			(2,073	)		373			30			379			170		60		(17	)		—			172			(1,519	)

	As of December 31,
	2011			2010
	(In $ million)
Included in the statement of financial position as:
Deferred tax assets — non-current		29			23
Deferred tax liabilities — non-current		(1,548	)		(1,127	)
Total recognized net deferred tax liabilities		(1,519	)		(1,104	)

F-270

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

21.4    Movement in unrecognized deferred taxes

	Tax losses			Taxable temporary differences			Deductible temporary differences			Total unrecognized deferred tax asset
	(In $ million)
Balance at the beginning of the period		230			1			13			244
Additions and reversals		56			(2	)		7			61
Recognition		(6	)		—			—			(6	)
Acquired in business combinations		20			—			—			20
Other (including foreign exchange and disposals)		(16	)		1			—			(15	)
Balance as of December 31, 2010		284			—			20			304
Additions and reversals		44			—			4			48
Recognition		(17	)		(1	)		—			(18	)
Acquired in business combinations		65			—			(5	)		60
Other (including foreign exchange and disposals)		(100	)		(5	)		4			(101	)
Balance as of December 31, 2011		276			(6	)		23			293

F-271

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

22.    Intangible assets

	Goodwill			Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
As of December 31, 2011
Cost		6,297			2,058			3,768			1,082			241			13,446
Accumulated amortization		—			(24	)		(447	)		(321	)		(109	)		(901	)
Carrying amount as of December 31, 2011		6,297			2,034			3,321			761			132			12,545
As of December 31, 2010
Cost		4,630			1,803			2,147			535			288			9,403
Accumulated amortization		—			(12	)		(280	)		(219	)		(129	)		(640	)
Accumulated impairment losses		—			—			—			—			(15	)		(15	)
Carrying amount as of December 31, 2010		4,630			1,791			1,867			316			144			8,748
Carrying amount as of January 1, 2011		4,630			1,791			1,867			316			144			8,748
Acquisitions through business combinations (refer to note 33)		1,754			256			1,659			540			8			4,217
Additions		—			—			5			8			5			18
Amortization for the period		—			(6	)		(153	)		(106	)		(56	)		(321	)
Transfers from property, plant and equipment		—			—			—			2			—			2
Other transfers		—			(6	)		(24	)		—			30			—
Other (refer to note 2.6)		(53	)		—			—			—			—			(53	)
Effect of movements in exchange rates		(34	)		(1	)		(33	)		1			1			(66	)
Carrying amount as of December 31, 2011		6,297			2,034			3,321			761			132			12,545
Carrying amount as of January 1, 2010		1,730			654			635			184			76			3,279
Acquisitions through business combinations (refer to note 33)		2,931			1,114			1,323			189			93			5,650
Other additions		—			—			3			9			7			19
Amortization for the period		—			(5	)		(88	)		(59	)		(33	)		(185	)
Impairment losses		—			—			—			—			(15	)		(15	)
Disposals		—			—			—			(1	)		—			(1	)
Transfers from property, plant and equipment		—			—			—			3			—			3
Other transfers		—			—			—			(15	)		15			—
Effect of movements in exchange rates		(31	)		28			(6	)		6			1			(2	)
Carrying amount as of December 31, 2010		4,630			1,791			1,867			316			144			8,748

The amortization charge of $321 million for the period ended December 31, 2011 (2010: $185 million; 2009: $169 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $97 million; 2010: $83 million; 2009: $84 million) and general and administration expenses (2011: $224 million; 2010: $102 million; 2009: $85 million).

Refer to note 25 for details of security granted over the Group’s intangible assets.

F-272

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

22.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired.

For the purposes of goodwill impairment testing, goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

For the purposes of indefinite life intangible asset impairment testing, indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows and do not reflect the finalization of purchase accounting for the acquisition of Graham Packaging:

	As of December 31,
	2011						2010
	Goodwill		Trademarks		Other		Goodwill		Trademarks		Other
	(In $ million)
SIG Combibloc		807		297		—		881		298		—
Evergreen		41		34		—		41		34		—
Pactiv Foodservice		1,650		526		71		—		—		—
Reynolds Consumer Products		1,845		850		—		394		301		—
Closures		377		—		—		386		—		—
Graham Packaging		—		250		—		—		—		—
Unallocated		1,577		—		—		2,928		1,075		78
Total		6,297		1,957		71		4,630		1,708		78

The impairment testing for allocated goodwill and indefinite life identifiable intangible assets was performed by comparing the estimated fair value less cost to sell to the segment’s or group of CGUs’ carrying value of net assets, as applicable.

The estimated fair value has been determined using forecasted 2012 Adjusted EBITDA expected to be generated by the relevant segment or group of CGUs multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and are based on both external and internal sources. The forecasted 2012 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The Forecast 2012 Adjusted EBITDA is subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2011 ranged between 7.5x and 8.5x. Costs to sell were estimated to be 2% of the fair value of each segment or group of CGUs.

As of December 31, 2011, there was no impairment in respect of any allocated goodwill or indefinite life identifiable intangible assets (2010: none; 2009: none). If the forecasted 2012 Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 10% lower than those used as of December 31, 2011, no impairment would need to be recognized.

The Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group has performed procedures to determine whether

F-273

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging Acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

23.    Investments in associates and joint venture equity accounted

Summary of financial information not adjusted for the percentage ownership held by the Group for associates and joint venture (equity method):

	Country of incorporation	Interest held			Reporting date		Current assets		Non- current assets		Total assets		Current liabilities			Non- current liabilities			Total liabilities			Revenue		Expenses			Profit after tax
	(In $ million)
2011
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%		December 31		69		32		101		(42	)		(10	)		(52	)		114		(98	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%		December 31		82		27		109		(60	)		(2	)		(62	)		176		(161	)		15
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%		December 31		12		2		14		(5	)		(1	)		(6	)		21		(19	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%		December 31		5		7		12		(3	)		—			(3	)		12		(10	)		2
Eclipse Closures, LLC	USA		49.0	%		December 31		—		—		—		(1	)		—			(1	)		—		(1	)		(1	)
Graham Blow Pack Private Limited (“GBPPL”)	India		22.0	%		September 30		3		5		8		(2	)		(3	)		(5	)		—		—			—
								171		73		244		(113	)		(16	)		(129	)		323		(289	)		34
2010
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%		December 31		65		30		95		(51	)		(10	)		(61	)		90		(74	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%		December 31		76		38		114		(64	)		(4	)		(68	)		161		(145	)		16
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%		December 31		13		2		15		(5	)		(1	)		(6	)		19		(17	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%		December 31		6		6		12		(3	)		—			(3	)		13		(11	)		2
								160		76		236		(123	)		(15	)		(138	)		283		(247	)		36

For the purpose of applying the equity method of accounting, the financial statements of the Ducart and Banawi operations for the periods ended November 30, 2011 and 2010 have been used with appropriate adjustments being made for the effects of significant transactions and the Group’s share of results between these dates and December 31, 2011 and 2010, respectively. No adjustment was made with respect to PPPL for purposes of applying the equity method of accounting as there were no significant events or transactions that occurred between September 30, 2011 and December 31, 2011.

There are currently no restrictions in respect of the transfer of funds to the Group in the form of cash dividends or the repayment of loans associated with its investments in SIG Combibloc Obeikan FZCO and GBPPL.

The Ducart and Banawi associates have limitations to the amount of dividends that the associates may declare. Dividends are limited to the associates’ accumulated profits after certain local reserve levels have been attained.

F-274

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Under the restrictions imposed through the Saudi Industrial Development Fund (“SIDF”) resulting from the Group’s concessional funding loan to SIG Combibloc Obeikan Co. Limited, the maximum dividend or cash distribution able to be paid to the Group from this venture in any fiscal year cannot exceed 25% of the paid-up-capital or SIDF loan value.

The Eclipse Closures, LLC joint venture has an annual mandatory tax distribution on or before March 31 of each year to distribute cash to members according to their respective percentage of shares. The distribution is equal to the prior year’s profit and highest combined federal and state income taxes at rates payable by any member. However, due to losses incurred, no mandatory tax distribution is due on March 31, 2012.

Movements in carrying values of investments in associates and joint ventures (equity method)

	As of December  31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		110			104
Share of profit, net of income tax		17			18
Acquisition through business combination		2			—
Disposal, decrease or dilution in investment in associates		—			(3	)
Dividends received		(8	)		(4	)
Effect of movement in exchange rates		(2	)		(5	)
Balance at the end of the period		119			110
Amount of goodwill in carrying value of associates and joint ventures (equity method)		52			56

24.    Trade and other payables

	As of December  31,
	2011		2010
	(In $ million)
Trade payables		847		712
Related party payables (refer to note 30)		51		21
Other payables and accrued expenses		882		515
Total trade and other payables		1,780		1,248
Current		1,749		1,239
Non-current		38		9
Total trade and other payables		1,787		1,248

F-275

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

25.    Borrowings

	Note		As of December 31,
			2011		2010
			(In $ million)
August 2011 Credit Agreement(a)(u)				247		—
2009 Credit Agreement(b)(v)				—		136
Pactiv 2012 Notes(m)(ac)				253		—
Other borrowings(ae)				20		4
Current borrowings				520		140
August 2011 Credit Agreement(a)(u)				4,243		—
2009 Credit Agreement(b)(v)				—		3,890
August 2011 Senior Secured Notes(c)(w)				1,468		—
August 2011 Senior Notes(d)(w)				972		—
February 2011 Senior Secured Notes(e)(x)				999		—
February 2011 Senior Notes(f)(x)				993		—
October 2010 Senior Secured Notes(g)(y)				1,473		1,470
October 2010 Senior Notes(h)(y)				1,466		1,464
May 2010 Notes(i)(z)				980		978
2009 Notes(j)(aa)				1,642		1,648
Related Party Notes at 8%(k)(ab)		30		606		621
Related Party Notes at 9.5%(l)(ab)		30		530		542
Pactiv 2012 Notes(m)(ac)				—		261
Pactiv 2017 Notes(n)(ac)				314		316
Pactiv 2018 Notes(o)(ac)				17		17
Pactiv 2025 Notes(p)(ac)				269		269
Pactiv 2027 Notes(q)(ac)				197		197
Graham Packaging 2014 Notes(r)(ad)				367		—
Graham Packaging 2017 Notes(s)(ad)				14		—
Graham Packaging 2018 Notes(t)(ad)				19		—
Related party borrowings		30		39		16
Other borrowings(ae)				33		28
Non-current borrowings				16,641		11,717
Total borrowings				17,161		11,857

F-276

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Refer to note 37 for subsequent events related to the Group’s borrowings and U.S. Securities and Exchange Commission registration.

	As of December 31,
	2011			2010
	(In $ million)
(a) August 2011 Credit Agreement (current and non-current)		4,574			—
Transaction costs		(65	)		—
Original issue discount		(19	)		—
Carrying amount		4,490			—
(b) 2009 Credit Agreement (current and non-current)		—			4,150
Transaction costs		—			(86	)
Original issue discount		—			(38	)
Carrying amount		—			4,026
(c) August 2011 Senior Secured Notes		1,500			—
Transaction costs		(33	)		—
Original issue discount		(11	)		—
Embedded derivative		12			—
Carrying amount		1,468			—
(d) August 2011 Senior Notes		1,000			—
Transaction costs		(27	)		—
Original issue discount		(7	)		—
Embedded derivative		6			—
Carrying amount		972			—
(e) February 2011 Senior Secured Notes		1,000			—
Transaction costs		(15	)		—
Embedded derivative		14			—
Carrying amount		999			—
(f) February 2011 Senior Notes		1,000			—
Transaction costs		(17	)		—
Embedded derivative		10			—
Carrying amount		993			—
(g) October 2010 Senior Secured Notes		1,500			1,500
Transaction costs		(35	)		(39	)
Embedded derivative		8			9
Carrying amount		1,473			1,470

F-277

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	As of December 31,
	2011			2010
	(In $ million)
(h) October 2010 Senior Notes		1,500			1,500
Transaction costs		(43	)		(46	)
Embedded derivative		9			10
Carrying amount		1,466			1,464
(i) May 2010 Notes		1,000			1,000
Transaction costs		(28	)		(31	)
Embedded derivative		8			9
Carrying amount		980			978
(j) 2009 Notes		1,707			1,723
Transaction costs		(59	)		(69	)
Original issue discount		(17	)		(19	)
Embedded derivative		11			13
Carrying amount		1,642			1,648
(k) Related Party Notes at 8%		621			638
Transaction costs		(15	)		(17	)
Carrying amount		606			621
(l) Related Party Notes at 9.5%		544			558
Transaction costs		(14	)		(16	)
Carrying amount		530			542
(m) Pactiv 2012 Notes		249			249
Fair value adjustment at acquisition		4			12
Carrying amount		253			261
(n) Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		14			16
Carrying amount		314			316
(o) Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17

F-278

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	As of December 31,
	2011			2010
	(In $ million)
(p) Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269
(q) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(r) Graham Packaging 2014 Notes		355			—
Fair value adjustment at acquisition		5			—
Embedded derivative		7			—
Carrying amount		367			—
(s) Graham Packaging 2017 Notes		14			—
Carrying amount		14			—
(t) Graham Packaging 2018 Notes		19			—
Carrying amount		19			—

(u)    August 2011 Credit Agreement

Reynolds Group Holdings Limited (“RGHL”), the immediate parent of the Group, and certain members of the Group are parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as defined below). The August 2011 Credit Agreement comprises the following term and revolving tranches:

	Maturity date	Original facility value		Value Drawn or utilized at December 31, 2011		Applicable interest rate for the period ended December 31, 2011
	(In million)
Term Tranches
Tranche B Term Loan ($)(1)	February 9, 2018		2,325		2,283	4.250% - 6.500%
Tranche C Term Loan ($)	August 9, 2018		2,000		1,974	6.500%
European Term Loan (€)	February 9, 2018		250		246	5.000% - 6.750%
Revolving Tranches(2)
Revolving Tranche ($)	November 5, 2014		120		85	—
Revolving Tranche (€)	November 5, 2014		80		17	—

(1) In connection with the August 2011 Credit Agreement, the U.S. Term Loans under the February 2011 Credit Agreement were redesignated as “Tranche B Term Loans.”

(2) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 8, 2011, $2,000 million of incremental term loans were drawn under the August 2011 Credit Agreement. These proceeds, together with the proceeds of the August 2011 Notes (as defined below) and available cash of the Group, were used to finance the Graham Packaging Acquisition (refer to note 33) and to pay related fees and expenses.

F-279

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the August 2011 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the August 2011 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes and the August 2011 Senior Secured Notes (each as defined below and together the “Secured Notes”). Graham Packaging Holdings Company and its subsidiaries (the “Graham Group”) have not guaranteed the August 2011 Credit Agreement or granted security to support the obligations under the August 2011 Credit Agreement.

Indebtedness under the August 2011 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans. Additional principal amortization payments of $50 million per quarter will be payable for so long as certain members of the Graham Group do not guarantee the August 2011 Credit Agreement. The borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured leverage ratio is met) as determined in accordance with the August 2011 Credit Agreement.

The August 2011 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the August 2011 Credit Agreement. RGHL and the Group also have a minimum interest coverage ratio covenant, a maximum senior secured leverage ratio covenant, as well as limitations on capital expenditures. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 20% or less of the adjusted consolidated total assets of RGHL and its subsidiaries and the aggregate of the EBITDA of the non-guarantor companies is required to be 20% or less of the consolidated EBITDA of RGHL and its subsidiaries, in each case calculated in accordance with the August 2011 Credit Agreement (which excludes the assets and EBITDA of the Graham Group) and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of December 31, 2011, RGHL and the Group were in compliance with all of the covenants.

(v)    February 2011 Credit Agreement and 2009 Credit Agreement

RGHL and certain members of the Group were parties to a senior secured credit agreement dated February 9, 2011 (the “February 2011 Credit Agreement”). The February 2011 Credit Agreement amended and restated a senior secured credit agreement dated November 5, 2009 (the “2009 Credit Agreement”). On February 1, 2011, the Tranche D Term Loan under the 2009 Credit Agreement was repaid with the proceeds of the February 2011 Notes and on February 9, 2011 the Tranche A Term Loan, the Tranche B Term Loan, the Tranche C Term Loan and the European Term Loan under the 2009 Credit Agreement were repaid with the proceeds of the U.S. Term Loan and European Term Loan under the February 2011 Credit Agreement.

(w)    August 2011 Notes

On August 9, 2011, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together the “Reynolds Issuers”) issued $1,500 million principal amount of 7.875% senior secured notes due 2019 (the “August 2011 Senior Secured Notes”) and $1,000 million principal amount of 9.875% senior notes due 2019 (the “August 2011 Senior Notes” and, together with the August 2011 Senior Secured Notes, the “August 2011 Notes”). Interest on the August 2011 Notes is paid semi-annually on February 15 and August 15.

F-280

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(x)    February 2011 Notes

On February 1, 2011, the Reynolds Issuers issued $1,000 million principal amount of 6.875% senior secured notes due 2021 (the “February 2011 Senior Secured Notes”) and $1,000 million principal amount of 8.250% senior notes due 2021 (the “February 2011 Senior Notes” and, together with the February 2011 Senior Secured Notes, the “February 2011 Notes”). Interest on the February 2011 Notes is paid semi-annually on February 15 and August 15.

(y)    October 2010 Notes

On October 15, 2010, the Reynolds Issuers issued $1,500 million principal amount of 7.125% senior secured notes due 2019 (the “October 2010 Senior Secured Notes”) and $1,500 million principal amount of 9.000% senior notes due 2019 (the “October 2010 Senior Notes” and, together with the October 2010 Senior Secured Notes, the “October 2010 Notes”). Interest on the October 2010 Notes is paid semi-annually on April 15 and October 15.

(z)    May 2010 Notes

On May 4, 2010, the Reynolds Issuers issued $1,000 million principal amount of 8.500% senior notes due 2018 (the “May 2010 Notes”). Interest on the May 2010 Notes is paid semi-annually on May 15 and November 15.

(aa)    2009 Notes

On November 5, 2009, the Reynolds Issuers issued $1,125 million principal amount of 7.750% senior secured notes due 2016 and €450 million principal amount of 7.750% senior secured notes due 2016 (collectively, the “2009 Notes”). Interest on the 2009 Notes is paid semi-annually on April 15 and October 15.

Assets Pledged as Security for Loans and Borrowings

The shares in the Company have been pledged as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes. In addition, the Company and certain of its subsidiaries have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes.

Terms Governing the Notes

As used herein “Notes” refers to the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Notes and the 2009 Notes.

Certain Guarantee and Security Arrangements

All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the August 2011 Credit Agreement.

Notes Indentures Restrictions

The respective indentures governing the Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

F-281

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Early Redemption Option and Change in Control Provisions

Under the respective indentures governing the Notes, the Reynolds Issuers, at their option, can elect to redeem the Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group’s accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Notes.

Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require the Reynolds Issuers to repurchase the Notes at a premium.

U.S. Securities and Exchange Commission Registration Rights

Pursuant to separate registration rights agreements entered into with the initial purchasers of the Notes, the Reynolds Issuers have agreed (i) to file with the U.S. Securities and Exchange Commission (“SEC”) an exchange offer registration statement pursuant to which the Reynolds Issuers will separately exchange the Notes for a like aggregate principal amount of new registered notes that are identical in all material respects to the respective Notes, except for certain provisions, among others, relating to additional interest and transfer restrictions; or (ii) under certain circumstances, to file a shelf registration statement with the SEC.

The respective registration rights agreements for the Notes require the relevant filing to be effective within 12 months from the issuance of the Notes. If this does not occur, the Reynolds Issuers are required to pay additional interest of up to a maximum of 1.00% per annum. Additional interest on the 2009 Notes commenced on November 5, 2010 and ended on November 5, 2011. Additional interest on the May 2010 Notes commenced on May 4, 2011 and ends on May 4, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011 and ends on October 15, 2012. Additional interest on the February 2011 Notes commenced on February 1, 2012 and ends on February 1, 2013. For the period ended December 31, 2011, the Group expensed additional interest of $10 million, $3 million, and $2 million related to the 2009 Notes, May 2010 Notes and October 2010 Notes, respectively. As of December 31, 2011, the accrued additional interest related to these series of notes was $3 million.

(ab)    Related Party Notes

On June 29, 2007, Beverage Packaging Holdings (Luxembourg) II S.A (“BP II”) (a related party of the Company) issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007 Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15. Concurrent with the issuance of the 2007 Notes, BP II loaned €900 million to the Company, consisting of €480 million principal amount with an interest rate of 8.000% (the “Related Party Notes at 8%”) and €420 million principal amount with an interest rate of 9.500% (the “Related Party Notes at 9.5%” and together with the Related Party Notes at 8%, the “Related Party Notes”). The interest payment and final maturity dates of the Related Party Notes are consistent with those of the 2007 Notes.

The 2007 Senior Notes are secured on a second-priority basis and the 2007 Senior Subordinated Notes are secured on a third-priority basis, by all of the equity interests of the Company held by RGHL and the receivables under a loan of the proceeds of the 2007 Notes made by BP II to the Company. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the 2007 Notes to the extent permitted by law.

The indentures governing the 2007 Notes contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the indentures governing the 2007 Notes.

F-282

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

In certain circumstances which would constitute a change in control, the holders of the 2007 Notes have the right to require BP II to repurchase the 2007 Notes at a premium.

(ac)    Pactiv Notes

As of December 31, 2011 and December 31, 2010, the Group had outstanding:

• $249 million in principal amount of 5.875% Notes due 2012 which were issued by Pactiv (as defined in note 33) (the “Pactiv 2012 Notes”);

• $300 million in principal amount of 8.125% Debentures due 2017 which were issued by Pactiv (the “Pactiv 2017 Notes”);

• $16 million in principal amount of 6.400% Notes due 2018 which were issued by Pactiv (the “Pactiv 2018 Notes”);

• $276 million in principal amount of 7.950% Debentures due 2025 which were issued by Pactiv (the “Pactiv 2025 Notes”); and

• $200 million in principal amount of 8.375% Debentures due 2027 which were issued by Pactiv (the “Pactiv 2027 Notes”),

(together, the “Pactiv Notes”).

For each of the Pactiv Notes, interest is paid semi-annually:

• on the Pactiv 2012 Notes and the Pactiv 2018 Notes, January 15 and July 15;

• on the Pactiv 2017 Notes and the Pactiv 2025 Notes, June 15 and December 15; and

• on the Pactiv 2027 Notes, April 15 and October 15.

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The Pactiv 2012 Notes, the Pactiv 2017 Notes, the Pactiv 2018 Notes and the Pactiv 2027 Notes may be redeemed at any time at the Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption.

Refer to note 37 for further information regarding the repayment of the Pactiv 2012 Notes subsequent to December 31, 2011.

(ad)    Graham Packaging Notes

As of December 31, 2011, the Group had outstanding:

• $355 million in principal amount of 9.875% senior subordinated notes due 2014, which were issued by Graham Packaging Company L.P. and GPC Capital Corp. I (the “Graham Issuers”) (the “Graham Packaging 2014 Notes”);

• $14 million in principal amount of 8.250% senior notes due 2017, which were issued by the Graham Issuers (the “Graham Packaging 2017 Notes”); and

F-283

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

• $19 million in principal amount of 8.250% senior notes due 2018, which were issued by the Graham Issuers (the “Graham Packaging 2018 Notes”),

(together, the “Graham Packaging Notes”).

For each of the Graham Packaging Notes, interest is paid semi-annually:

• on the Graham Packaging 2014 Notes, April 15 and October 15;

• on the Graham Packaging 2017 Notes, January 1 and July 1; and

• on the Graham Packaging 2018 Notes, April 1 and October 1.

The Graham Packaging Notes are guaranteed by certain members of the Graham Group and are unsecured.

The respective indentures governing the Graham Packaging Notes all contain customary covenants which restrict the Graham Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets, making restricted payments and entering into certain transactions with affiliates (which would include transactions with members of the Group that are not members of the Graham Group), in each case except as permitted under the respective indentures governing the Graham Packaging Notes.

The Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption plus a premium. The Graham Packaging 2014 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to (i) from October 15, 2011 through October 14, 2012, 101.646% of the outstanding principal of amount thereof; and (ii) thereafter, 100% of the outstanding principal amount thereof; plus, in each case, any accrued and unpaid interest to the date of redemption.

On the date of the Graham Packaging Acquisition, the Group acquired principal amounts of $253 million and $250 million of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes, respectively. Following the closing of the Graham Packaging Acquisition, the Graham Issuers launched a change of control offer on September 16, 2011 (the “Change of Control Offer”) to re-purchase for cash any or all of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes pursuant to the respective indentures governing such notes. On October 20, 2011 principal amounts of $239 million of the Graham Packaging 2017 Notes and $231 million of the Graham Packaging 2018 Notes were re-purchased pursuant to the Change of Control Offer. The Group paid a total of $482 million for the payment of principal, accrued interest and the change of control premium for the above notes tendered in the Change of Control Offer.

Refer to note 37 for further information regarding the repayment of the Graham Packaging Notes subsequent to December 31, 2011.

(ae)    Other borrowings

As of December 31, 2011, in addition to the August 2011 Credit Agreement, the Notes, the Related Party Notes, the Pactiv Notes, and the Graham Packaging Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2011, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the August 2011 Credit Agreement, the Secured Notes and certain other assets. The local working capital facilities which are secured by the collateral under the August 2011 Credit Agreement and the Secured Notes rank pari passu with the obligations under the August 2011 Credit Agreement and the Secured Notes. As of December 31, 2011, the secured facilities were utilized in the amount of $25 million (2010: $4 million) in the form of letters of credit and bank guarantees.

Other borrowings as of December 31, 2011, also included finance lease obligations of $28 million (2010: $28 million).

F-284

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Term and debt repayment schedule

	As of December 31,
	Currency	2011 Nominal interest rate	2010 interest rate			Year of maturity		2011 Face value		2011 Carrying amount		2010 Face value		2010 Carrying amount
	(In $ million)
August 2011 Credit Agreement:
Tranche B Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—			2018		2,283		2,268		—		—
Tranche C Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—			2018		1,974		1,906		—		—
European Term Loan	€	EURIBOR with a floor of 1.500% + 5.250%		—			2018		317		316		—		—
2009 Credit Agreement:
Tranche A	$	LIBOR with a floor of 1.750% + 4.500%		6.250	%		Repaid		—		—		500		485
Tranche B	$	LIBOR with a floor of 2.000% + 4.750%		6.750	%		Repaid		—		—		1,016		980
Tranche C	$	LIBOR with a floor of 1.500% + 4.750%		6.250	%		Repaid		—		—		790		767
Tranche D	$	LIBOR with a floor of 1.750% + 4.750%		6.500	%		Repaid		—		—		1,520		1,474
European Term Loan	€	EURIBOR with a floor of 2.000% + 4.750%		6.750	%		Repaid		—		—		324		320
August 2011 Senior Secured Notes	$	7.875%		—			2019		1,500		1,468		—		—
August 2011 Senior Notes	$	9.875%		—			2019		1,000		972		—		—
February 2011 Senior Secured Notes	$	6.875%		—			2021		1,000		999		—		—
February 2011 Senior Notes	$	8.250%		—			2021		1,000		993		—		—
October 2010 Senior Secured Notes	$	7.125%		7.125	%		2019		1,500		1,473		1,500		1,470
October 2010 Senior Notes	$	9.000%		9.000	%		2019		1,500		1,466		1,500		1,464
May 2010 Notes	$	8.500%		8.500	%		2018		1,000		980		1,000		978
2009 Notes	€	7.750%		7.750	%		2016		582		571		598		585
2009 Notes	$	7.750%		7.750	%		2016		1,125		1,071		1,125		1,063
Related Party Notes at 8%	€	8.000%		8.000	%		2016		621		606		638		621
Related Party Notes at 9.5%	€	9.500%		9.500	%		2017		544		530		558		542
Pactiv 2012 Notes	$	5.875%		5.875	%		2012		249		253		249		261
Pactiv 2017 Notes	$	8.125%		8.125	%		2017		300		314		300		316
Pactiv 2018 Notes	$	6.400%		6.400	%		2018		16		17		16		17
Pactiv 2025 Notes	$	7.950%		7.950	%		2025		276		269		276		269
Pactiv 2027 Notes	$	8.375%		8.375	%		2027		200		197		200		197
Graham Packaging 2014 Notes	$	9.875%		—			2014		355		367		—		—
Graham Packaging 2017 Notes	$	8.250%		—			2017		14		14		—		—
Graham Packaging 2018 Notes	$	8.250%		—			2018		19		19		—		—
Related party borrowings	€	EURIBOR + 2.38		3.01% - 3.32	%		n/a		16		16		16		16
Related party borrowings	€	EURIBOR with a floor of 2.000% + 4.875%		—			n/a		23		23		—		—
Finance lease liabilities	Various	Various		Various			Various		28		28		28		28
Other borrowings	Various	Various		Various			Various		25		25		4		4
									17,467		17,161		12,158		11,857

F-285

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Finance lease liabilities

Finance lease liabilities are payable as follows:

	As of December 31,
	2011						2010
	Minimum lease payments		Interest		Principal		Minimum lease payments		Interest		Principal
	(In $ million)
Less than one year		3		1		2		5		2		3
Between one and five years		11		6		5		13		6		7
More than five years		27		6		21		26		8		18
Total finance lease liabilities		41		13		28		44		16		28

26.    Employee Benefits

	As of December 31,
	2011		2010
	(In $ million)
Salary and wages accrued		129		134
Provision for annual leave		64		32
Provision for employee benefits		8		5
Provision for long service leave		15		5
Provision for sick leave		6		5
Defined contribution obligations		36		31
Defined benefit obligations:
Pension benefits		766		785
Post-employment medical benefits		140		169
Total employee benefits		1,164		1,166
Current		228		195
Non-current		936		971
Total employee benefits		1,164		1,166

F-286

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

26.1    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in Austria, Canada, Germany, Japan, Switzerland, Taiwan, United Kingdom, Mexico and the United States. The Group’s most significant plan as of December 31, 2011 is the Pactiv Retirement Plan, which comprises 80% (2010: 85%), of the Group’s present value of obligations. The plan was assumed as part of the Pactiv Acquisition.

	As of December 31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		157			228
Present value of funded obligations		5,276			4,708
Unrecognized actuarial gains (losses)		(484	)		129
Total present value of obligations		4,949			5,065
Fair value of plan assets		(4,261	)		(4,433	)
Asset capping according to IAS 19, paragraph 58		—			135
Total pension benefits		688			767
Included in the statement of financial position as:
Employee benefits liabilities		766			785
Assets held for sale		(1	)		—
Other non-current assets and non-current receivables		(77	)		(18	)
Total pension benefits		688			767

Movement in the defined benefit obligation

	As of December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		4,936			718
Defined benefit obligations assumed in business combinations		241			4,267
Current service cost		29			14
Past service cost		—			11
Interest cost		245			55
Contributions by plan participants		2			2
Benefits paid by the plan		(341	)		(92	)
Curtailments(a)		3			—
Settlements(b)		—			(39	)
Actuarial (gains) losses on plan liabilities		349			(40	)
Changes in actuarial assumptions		—			1
Reclassifications from employee benefits		—			(2	)
Defined benefit obligations related to disposals of businesses(a)		(18	)		—
Effect of movements in exchange rates		(13	)		41
Liability for defined benefit obligations at the end of the period		5,433			4,936

F-287

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(a) During 2011, certain personnel participating under the SIG pension and welfare fund of SIG Schweizerische Industrie Gesellschaft AG were terminated without further plan benefits through a management buy-out which resulted in a curtailment loss of $3 million.

On September 1, 2011, the Group announced to participants in the Pactiv Retirement Plan that the plan was being frozen and that no future benefits would be earned effective January 1, 2012. There was no curtailment impact on comprehensive income as a result of freezing the plan and no effect on the plan’s defined benefit obligation.

(b) Plan settlements were triggered from the change in control payments made as a result of the Pactiv Acquisition in November 2010 (refer to note 33). Certain settlements made in the period ended December 31, 2010, were not funded by plan assets.

Of the above liability for the defined benefit obligation, the liability related to the Pactiv Retirement Plan was $4,254 million as of December 31, 2011 (2010: $4,086 million).

Expense recognized in the statements of comprehensive income

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current service cost		29			14			14
Past service cost		—			11			10
Interest cost		245			55			29
Expected return on plan assets		(312	)		(67	)		(29	)
Curtailments		3			—			(3	)
Asset capping according to IAS 19, paragraph 58		—			(37	)		49
Changes in actuarial assumptions		—			—			1
Actuarial (gains) losses		10			34			(45	)
Total plan net (income) expense		(25	)		10			26

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Cost of sales		22			13			18
General and administration expenses		(47	)		(3	)		8
Total plan (income) expense		(25	)		10			26

During the period ended December 31, 2011, the net plan income of the Pactiv Retirement Plan was $49 million (2010: $5 million net plan expense for the period November 16, 2010 to December 31, 2010).

F-288

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Movement in plan assets

	As of December  31,
	2011			2010
	(In $ million)
Fair value of the plan assets at the beginning of the period		4,433			736
Plan assets assumed in business combinations		123			3,546
Contributions by the Group		27			67
Contributions by plan participants		2			2
Benefits paid by the plans		(341	)		(92	)
Expected return on plan assets		312			67
Actuarial gains (losses) on plan assets		(277	)		81
Settlements		—			(39	)
Plan assets related to disposals of businesses		(18	)		—
Effects of movements in exchange rates		—			63
Transfer of assets to the plan		—			2
Fair value of plan assets at the end of the period		4,261			4,433

The above plan assets as of December 31, 2011 and 2010 include the Pactiv Retirement Plan assets of $3,362 million and $3,622 million, respectively. In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv Acquisition. As of December 31, 2011 and 2010, $27 million and $28 million in cash, respectively, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

Plan assets consist of the following:

	As of December  31,
	2011		2010
	(In $ million)
Equity instruments		2,620		2,858
Debt instruments		1,270		1,304
Property		214		207
Other		157		64
Total plan assets		4,261		4,433
Actual return on plan assets		35		148

The actual return on plan assets includes the actual return on plan assets of the Pactiv Retirement Plan of $21 million for the period ended December 31, 2011 and $125 million for the period from November 16, 2010 to December 31, 2010.

The Group expects to contribute $36 million to the pension plans during the annual period beginning after the reporting date.

F-289

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Actuarial assumptions — all plans

	For the period  ended December 31,
	2011		2010		2009
Discount rates at December 31		1.8% - 8.25%		1.8% - 6.0%		2.0% - 6.1%
Expected returns on plan assets at January 1		2.0% - 9.0%		1.5% - 8.0%		0.0% - 8.0%
Future salary increases		0.0% - 5.0%		0.0% - 4.0%		1.8% - 4.0%
Future pension increases		0.0% - 4.0%		0.0% - 2.0%		0.0% - 2.0%

The expected long-term rate of return for each plan is based on the portfolio as a whole and not on the sum of the returns on the individual asset categories. The return is based exclusively on historical returns, without adjustments.

The actuarial assumptions on the Group’s most significant defined benefit pension plan for the period ended December 31, 2011 and 2010, being the Pactiv Retirement Plan, are as follows:

	For the period  ended December 31,
	2011			2010
Discount rates at December 31		4.8	%		5.2	%
Expected returns on plan assets at January 1		7.8	%		7.8	%
Future salary increases		—	%		4.0	%
Future pension increases		—	%		2.7	%

The actuarial assumptions on the Group’s most significant defined benefit pension plan prior to the Pactiv Acquisition in November 2010, being the SIG Combibloc Group AG plan, are as follows:

	For the period  ended December 31,
	2010			2009
Discount rates at December 31		3.3	%		3.5	%
Expected returns on plan assets at January 1		4.2	%		4.3	%
Future salary increases		2.5	%		2.0	%
Future pension increases		2.0	%		1.0	%

Historical information

	For the period ended December 31,
	2011			2010			2009			2008			2007
	(In $ million)
Liability for the defined benefit obligations		(5,433	)		(4,936	)		(718	)		(694	)		(621	)
Fair value of plan assets		4,261			4,433			736			665			674
Plan (deficit) surplus		(1,172	)		(503	)		18			(29	)		53
Experience adjustments arising on plan liabilities		(99	)		(3	)		(4	)		1			—
Experience adjustments arising on plan assets		(277	)		14			(46	)		9			—

F-290

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The assumed discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in assumed discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		7			(5	)
Effect on the defined benefit obligation		(274	)		267

The expected rates of return on plan assets have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in expected rates of return on plan assets would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		22		(22	)
Effect on the defined benefit obligation		—		—

26.2    Post-employment medical benefits

The Group operates post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 8.0% in 2011 (2010: 7.9% and 2009: 8.0%).

The main actuarial assumption is the published mortality rates within the RP2000 combined mortality rate table for 2011 and 2010.

	As of December  31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		147			158
Unrecognized actuarial gains (losses)		(7	)		3
Unrecognized past service costs		5			8
Total present value of obligations		145			169
Fair value of plan assets		—			—
Total post-employment medical benefits		145			169

The Group expects to contribute $9 million to the post-employment medical benefit plans during the annual period ending December 31, 2012.

F-291

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Movement in the defined benefit obligation

	For the period  ended December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		158			87
Defined benefit obligations assumed in a business combination		1			71
Current service cost		3			2
Interest cost		8			5
Past service cost(b)		(7	)		—
Contributions by plan participants		4			1
Benefits paid by the plan		(12	)		(3	)
Plan amendments(a)		—			(1	)
Curtailments(b)		(17	)		—
Actuarial (gains) losses recognized		9			(4	)
Liability for defined benefit obligations at the end of the period		147			158

(a) During 2010, the Evergreen segment replaced post-65 AARP coverage with an HRA which resulted in a plan amendment credit of $1 million.

(b) On August 8, 2011, the Group terminated Pactiv retiree medical coverage, except for those who retired prior to 2003, which resulted in a curtailment gain of $17 million. The Group also capped the retiree life insurance benefit associated with the retiree medical plan. These actions resulted in a reduction of $7 million in past service costs during the period ended December 31, 2011.

Expense recognized in the statements of comprehensive income

	For the period  ended December 31,
	2011			2010			2009
	(In $ million)
Current service cost		3			2			3
Interest cost		8			5			5
Past service cost		(10	)		(2	)		(2	)
Curtailments		(17	)		—			5
Actuarial losses recognized		—			—			1
Plan amendments		—			(1	)		—
Total (income) expense recognized in the statement of comprehensive income		(16	)		4			12

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period  ended December 31,
	2011			2010		2009
	(In $ million)
Cost of sales		5			4		7
General and administration expenses		(21	)		—		5
Total plan (income) expense		(16	)		4		12

F-292

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—		—
Effect on the defined benefit obligation		4		(3	)

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—			—
Effect on the defined benefit obligation		(8	)		9

Historical information

	For the period ended December 31,
	2011		2010		2009		2008			2007
	(In $ million)
Present value of the defined benefit obligation		147		158		87		86			25
Experience adjustments arising on plan liabilities		3		5		—		(1	)		—

27.    Provisions

	Legal			Warranty			Restructuring			Workers’ compensation			Other			Total
	(In $ million)
Balance as of December 31, 2010		41			12			17			35			55			160
Acquisitions through business combinations		15			4			1			12			24			56
Provisions made		2			8			90			18			18			136
Provisions used		(9	)		(13	)		(69	)		(15	)		(9	)		(115	)
Provisions reversed		(5	)		(2	)		(2	)		—			(1	)		(10	)
Transfers to other liabilities		(3	)		2			(1	)		—			9			7
Effect of movements in exchange rates		(1	)		—			—			—			(1	)		(2	)
Balance as of December 31, 2011		40			11			36			50			95			232
Current		7			11			33			24			23			98
Non-current		33			—			3			26			72			134
Total Provisions as of December 31, 2011		40			11			36			50			95			232
Current		16			12			17			17			12			74
Non-current		25			—			—			18			43			86
Total Provisions as of December 31, 2010		41			12			17			35			55			160

F-293

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

Warranty

A provision for warranty is recognized for all products under warranty as of the reporting date based on sales volumes and past experience of the level of problems reported and product returns.

Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

Workers’ compensation

The Group has elected to self-insure certain of its workers’ compensation obligations in the United States.

Under the self-insurance programs in the United States, the Group retains the risk of work related injuries for any employees covered under the scheme.

The liability in respect of the self-insurance programs is estimated on an actuarial basis to reflect all claims incurred, including reported claims and those that are incurred but not yet reported. All changes in the liability for claims are recognized immediately in the statement of comprehensive income.

As a result of the Group’s self-insured status in the United States, the risk presently exists that an insurable event may occur which will result in a claim which cannot be readily quantified financially. By their very nature, risks of this type are inherently random and therefore unpredictable. The Group mitigates this risk by having established and approved occupational health and safety procedures in addition to resources directed to the management of claims and rehabilitation.

As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size.

Other provisions

The main components of other provisions are lease provisions and contingent liabilities recognized in acquisitions, environmental remediation, asset retirement obligations, brokerage provisions for customs duties, and rent contracts related to investment properties. Other provisions as of December 31, 2011 included $26 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition and the Dopaco Acquisition, $17 million related to asset retirement obligations, which were acquired in connection with the Graham Packaging Acquisition and the Dopaco Acquisition and $10 million related to environmental remediation programs. Other provisions as of December 31, 2010 included $29 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition, $5 million related to a contingent tax liability acquired in the Pactiv Acquisition and $9 million related to environmental remediation programs.

F-294

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

28.    Equity

28.1    Share capital

The reported share capital balance as of December 31, 2011 is that of the Company, which is the sole parent of the Group.

In accordance with the Group’s accounting policy in respect of common control transactions (refer to note 3.1(d)), financial information presented in these financial statements has been recast to include the balances of the combined entities as though the common control transactions occurred on the date that the common control originally commenced rather than the date that the common control transactions actually occurred. As a result, the reported share capital balance as of January 1, 2010, is that of the Company, EPI, Evergreen Packaging International B.V. (“EPIBV”), Reynolds Packaging Inc. (“RPI”) (now named Reynolds Packaging Holdings LLC), and Reynolds Packaging International B.V. (“RPIBV”).

On September 1, 2010, the issued capital of RPI and RPIBV was acquired by entities controlled by the Company. From this date, each of RPI and RPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $149 million difference between the consideration paid of $342 million (representing the fair value of the businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $193 million has been recognized as a debit to other reserves which is a component of equity.

On May 4, 2010, the issued capital of EPI and EPIBV was acquired by entities controlled by the Company. From this date, each of EPI and EPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $899 million difference between the consideration paid of $1,612 million (representing the fair value of the businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $713 million has been recognized as a debit to other reserves which is a component of equity.

On November 5, 2009, the issued capital of Reynolds Consumer Products Holdings Inc. (“RCPHI”) (now named Reynolds Consumer Products Holdings LLC), Reynolds Consumer Products International B.V. (“RCPIBV”) and Closure Systems International B.V. (“CSIBV”) was acquired by entities controlled by the Company. From this date, each of RCPHI, RCPIBV, and CSIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $584 million difference between the consideration paid of $1,692 million (representing the fair value of the businesses acquired determined at the date of the common control acquisitions) and the share capital acquired of $1,108 million has been recognized as a debit to other reserves which is a component of equity.

A summary of the impact of these transactions recognized in other reserves within equity is as follows:

	Reynolds Consumer			Closures			Evergreen			Reynolds Foodservice
	(In $ million)
Total consideration		984			708			1,612			342
Net book value of share capital of the acquired businesses		(641	)		(467	)		(713	)		(193	)
Difference between total consideration and book value of share capital of the acquired business (recognized in other reserves within equity)		343			241			899			149

During the period ended December 21, 2010, the Group recognized a total adjustment of $1,048 million (2009: $584 million) for the above common control transaction related to the Evergreen and Reynolds Foodservice acquisitions as a component of other reserves within equity.

F-295

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Further information regarding the Company’s issued capital is detailed below:

	For the period ended December 31,
Number of shares	2011		2010		2009
Balance as of the beginning of the period		13,063,527		13,063,527		13,063,527
Issue of shares		—		—		—
Balance as of December 31		13,063,527		13,063,527		13,063,527

On November 16, 2010, RGHL contributed $322 million.

On November 6, 2009, RGHL contributed $544 million.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to BP I’s residual assets in the event of a wind-up.

28.2    Reserves

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Translation reserve		306			331			53
Other reserves		(1,561	)		(1,561	)		(513	)
Balance		(1,255	)		(1,230	)		(460	)

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group’s presentation currency.

Other reserves

The other reserves comprise balances resulting from transactions with entities under common control.

In accordance with the Group’s accounting policy for transactions under common control (refer to note 3.1(d)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the issued capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010 (refer to note 28.1).

The Group has also recognized in other reserves the net contributions from related parties in respect of the acquisition from Alcoa of the packaging and consumer divisions.

28.3    Dividends

There were no dividends declared or paid during the period ended December 31, 2011 (2010: none; 2009: none) by the Company.

On August 31, 2010, RPI paid a dividend of $39 million, of which $38 million was paid in cash and $1 million was settled through reductions in related party balances payable, to its shareholder at the time, Reynolds Packaging (NZ) Limited, in advance of the acquisition of the Reynolds foodservice packaging business by the Group on September 1, 2010.

F-296

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

28.4    Capital management

The Directors are responsible for monitoring and managing the Group’s capital structure. Capital is comprised of equity and external borrowings.

The Directors’ policy is to maintain an acceptable capital base to promote the confidence of the Group’s financiers and creditors and to sustain the future development of the business. The Directors monitor the Group’s financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures, including for example to dispose of assets or operating segments of the business, alter its short to medium term plans in respect of capital projects and working capital levels, or to re-balance the level of equity and external debt in place.

29.    Financial risk management

29.1    Overview

This note presents information about the Group’s exposure to market risk, credit risk and liquidity risk, and where applicable, the Group’s objectives, policies and procedures for managing these risks.

Exposure to market, credit and liquidity risks arises in the normal course of the Group’s business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

29.2    Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect the Group’s cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a) Foreign exchange risk

Translation risk

As a result of the Group’s international operations, foreign exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in foreign currencies (i.e. currencies other than $). The currencies in which these transactions primarily are denominated are Euro (“€”), Mexican Pesos (“MXN”) and Canadian Dollars (“CA$”).

In accordance with the Group’s treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows

F-297

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

from operations are generated. Generally the Group does not use forward exchange contracts to hedge residual foreign exchange risk arising from customary receipts and payments denominated in foreign currencies. However, when considered appropriate, the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions.

Exposure to foreign exchange risk

	€			MXN			CA$
	(In $ million)
As of December 31, 2011
Cash and cash equivalents		99			11			7
Trade and other receivables		141			73			21
Non-current receivables		7			—			—
Trade and other payables		(208	)		(43	)		(12	)
Loans and borrowings:
August 2011 Credit Agreement		(316	)		—			—
2009 Notes		(571	)		—			—
Related Party Notes at 8%		(606	)		—			—
Related Party Notes at 9.5%		(530	)		—			—
Other borrowings		(1	)		—			—
Related party borrowings		(39	)		—			—
Total exposure		(2,024	)		41			16
Embedded derivative		9			—			—
Commodity derivative		(3	)		—			—
Effect of derivative contracts		6			—			—
Net exposure		(2,018	)		41			16

	€			MXN			CA$
	(In $ million)
As of December 31, 2010
Cash and cash equivalents		81			9			14
Trade and other receivables		120			47			13
Non-current receivables		24			—			—
Trade and other payables		(152	)		(16	)		(2	)
Loans and borrowings:
2009 Credit Agreement		(320	)		—			—
2009 Notes		(585	)		—			—
Related Party Notes at 8%		(621	)		—			—
Related Party Notes at 9.5%		(542	)		—			—
Other borrowings		(2	)		—			—
Related party borrowings		(16	)		—			—
Total exposure		(2,013	)		40			25
Embedded derivative		16			—			—
Commodity derivative		—			—			—
Effect of derivative contracts		16			—			—
Net exposure		(1,997	)		40			25

F-298

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Cash flows associated with derivatives are expected to occur and impact the profit or loss component of the statement of comprehensive income in the next twelve months.

In addition to the above, the Group is exposed to foreign exchange risk on future sales and purchases that are denominated in foreign currencies.

Significant exchange rates

The following significant exchange rates applied during the period:

	Average rate for the  period ended December 31,				As of December 31,
	2011		2010		2011		2010
1 €		1.39		1.33		1.32		1.33
10 MXN		0.80		0.79		0.71		0.81
1 CA$		1.01		0.97		0.98		1.00

Sensitivity analysis

A change in exchange rates would impact future payments and receipts of the Group’s assets and liabilities denominated in foreign currencies. A 10% strengthening or weakening of the U.S. dollar against the following currencies at the reporting date would have (increased) decreased comprehensive income in the statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been applied for all periods presented.

	Comprehensive income  for the period ended December 31, 2011
	10% strengthening of $			10% weakening of $
	(In $ million)
€		(202	)		202
MXN		4			(4	)
CA$		2			(2	)

The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than the U.S. dollar, which is the Group’s reporting currency. The impact of movements in exchange rates is therefore recognized in other comprehensive income.

Transaction risk

The Group has $1,583 million of U.S. dollar-denominated notes in an entity with a functional currency of the euro A 10% strengthening of the U.S. dollar against the euro would have resulted in a $158 million loss recognized as a financial expense in the statement of comprehensive income. A 10% weakening would have an equal but opposite effect.

Certain subsidiaries within the Group are exposed to foreign exchange risk on intercompany borrowings, sales and purchases denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the net operating profit recognized in the profit or loss component of the Group’s statement of comprehensive income.

F-299

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b)    Interest rate risk

The Group’s interest rate risk arises from long-term borrowings at both fixed and floating rates and deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro.

Interest rate risk on borrowings at floating rates is partially offset by interest earned on cash deposits also at floating rates.

The Group has adopted a policy, which is consistent with the covenants under the August 2011 Credit Agreement, to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

The following table sets out the Group’s interest rate risk repricing profile:

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2011
Fixed rate instruments
Loans and borrowings:
August 2011 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
August 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Secured Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,707	)		—			—			—			(1,707	)		—
Related Party Notes at 8%		(621	)		—			—			—			—			(621	)
Related Party Notes at 9.5%		(544	)		—			—			—			—			(544	)
Pactiv 2012 Notes		(249	)		—			(249	)		—			—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Graham Packaging 2014 Notes		(355	)		—			—			—			(355	)		—
Graham Packaging 2017 Notes		(14	)		—			—			—			—			(14	)
Graham Packaging 2018 Notes		(19	)		—			—			—			—			(19	)
Other borrowings		(33	)		(4	)		(1	)		(2	)		(4	)		(22	)
Total fixed rate instruments		(12,834	)		(4	)		(250	)		(2	)		(2,066	)		(10,512	)
Floating rate instruments
Cash and cash equivalents		597			597			—			—			—			—
Bank overdrafts		(3	)		(3	)		—			—			—			—
Loans and borrowings:
August 2011 Credit Agreement		(4,574	)		(4,574	)		—			—			—			—
Related party borrowings		(39	)		(39	)		—			—			—			—
Other borrowings		(20	)		(19	)		—			(1	)		—			—
Total variable rate instruments		(4,039	)		(4,038	)		—			(1	)		—			—
Total		(16,873	)		(4,042	)		(250	)		(3	)		(2,066	)		(10,512	)

F-300

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2010
Fixed rate instruments
Loans and borrowings:
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,723	)		—			—			—			—			(1,723	)
Related Party Notes at 8%		(638	)		—			—			—			—			(638	)
Related Party Notes at 9.5%		(558	)		—			—			—			—			(558	)
Pactiv 2012 Notes		(249	)		—			—			(249	)		—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Other borrowings		(31	)		(1	)		(2	)		(1	)		(1	)		(26	)
Total fixed rate instruments		(7,991	)		(1	)		(2	)		(250	)		(1	)		(7,737	)
Floating rate instruments
Cash and cash equivalents		663			663			—			—			—			—
Bank overdrafts		(12	)		(12	)		—			—			—			—
Loans and borrowings:
2009 Credit Agreement		(4,150	)		(4,150	)		—			—			—			—
Related party borrowings		(16	)		(16	)		—			—			—			—
Other borrowings		(3	)		(3	)		—			—			—			—
Total variable rate instruments		(3,518	)		(3,518	)		—			—			—			—
Total		(11,509	)		(3,519	)		(2	)		(250	)		(1	)		(7,737	)

The Group’s sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group’s fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group’s floating rate assets and liabilities. An increase or decrease in interest rates of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts shown below, based on the assets and liabilities held at the reporting date, and a one year time frame. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative periods.

F-301

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

As of December 31, 2011, most of the Group’s debt has been issued with a fixed interest rate. While interest on the August 2011 Credit Agreement is at a floating rate, there is a LIBOR/EURIBOR floor of between 1.25% and 1.50%. Given current LIBOR/EURIBOR rates, a 1% decrease in interest rates would have no impact on interest expense on this facility due to the LIBOR floor. However, a 1% increase in interest rates would have a $3 million impact on interest expense.

(c)    Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group’s exposure to commodity and other price risk arises principally from the purchase of resin (and its components), natural gas and aluminum. Other than resin, natural gas and certain aluminum purchases, the Group generally purchases these commodities at spot market prices and commodity financial instruments or derivatives to hedge commodity prices are not used.

The Group’s objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group’s treasury policy, the Group enters into derivative instruments to hedge the Group’s exposure in relation to the cost of resin, natural gas and aluminum.

The following table provides the detail of out outstanding derivative contracts as of December 31, 2011:

Type	Unit of measure	Contracted volumes		Contracted price range	Contracted date of maturity
Resin futures	pound		18,000,000	$0.98 - $1.00		Jan 2012 - Dec 2012
Resin futures	metric tonne		10,000	€1,420		Jul 2012 - Oct 2012
Resin futures	kiloliter		16,900	JPY 48,100 - 51,700		Jan 2012 - Aug 2012
Aluminum swaps	metric tonne		29,171	$1,940 - $2,816		Jan 2012 - Dec 2014
Natural gas swaps	million BTU		2,742,627	$3.33 - $4.88		Jan 2012 - Feb 2013
Ethylene swaps	pound		11,637,600	$0.43 - $0.62		Feb 2012 - June 2012
Benzene swaps	U.S. liquid gallon		4,299,389	$3.45 - $3.84		Feb 2012 - June 2012

The fair values of the derivative contracts are based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the period ended December 31, 2011, the Group recognized an unrealized loss of $26 million (2010: unrealized gain of $4 million; 2009: unrealized gain of $129 million) as a component of other income in the statements of comprehensive income. During the period ended December 31, 2011, the Group recognized a realized gain of $7 million (2010: realized loss of $11 million; 2009: realized loss of $96 million) as a component of cost of sales in the statements of comprehensive income.

The impact on the statement of comprehensive income from a revaluation of derivative contracts at December 31, 2011 assuming a ten percent parallel upwards movement in the price curve used to value the contracts is a gain of $15 million (2010: none; 2009: gain of $13 million) assuming all other variables remain constant. A 10% parallel decrease in the price curve would have an equal but opposite effect on the statement of comprehensive income.

F-302

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

29.3    Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and related entities.

Given the diverse range of operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group. Each operating business is responsible for managing its own credit control procedures. These include but are not limited to reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally the Group does not require collateral in respect of trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group’s exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Refer to note 16.

Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount of financial assets represents the maximum credit exposure.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

29.4    Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due and comply with bank covenants under both normal and stressed conditions.

The Group evaluates its liquidity requirements on an ongoing basis using a 13 week rolling forecast and a 12 month rolling forecast and ensures that it has sufficient cash on demand to meet expected operating expenses including the servicing of financial obligations.

The Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It also has credit lines in place to cover potential shortfalls. As of December 31, 2011, the Group had undrawn lines of credit under the revolving facilities of the August 2011 Credit Agreement totaling $35 million and €63 million ($82 million) (2010: $71 million and €56 million ($74 million) under the 2009 Credit Agreement). In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

F-303

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The following table sets out contractual cash flows for all financial liabilities including commodity derivatives.

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2011
Non-derivative financial liabilities
Bank overdrafts		(3	)		(3	)		(3	)		—			—			—			—
Trade and other payables		(1,749	)		(1,749	)		(1,749	)		—			—			—			—
Non-current payables		(38	)		(38	)		—			—			(38	)		—			—
Loans and borrowings
August 2011 Credit Agreement		(4,490	)		(6,142	)		(271	)		(267	)		(522	)		(1,471	)		(3,611	)
August 2011 Senior Secured Notes		(1,468	)		(2,444	)		(59	)		(59	)		(118	)		(354	)		(1,854	)
August 2011 Senior Notes		(972	)		(1,789	)		(49	)		(49	)		(99	)		(296	)		(1,296	)
February 2011 Senior Secured Notes		(999	)		(1,652	)		(34	)		(34	)		(69	)		(206	)		(1,309	)
February 2011 Senior Notes		(993	)		(1,784	)		(41	)		(41	)		(83	)		(248	)		(1,371	)
October 2010 Senior Secured Notes		(1,473	)		(2,301	)		(53	)		(53	)		(107	)		(321	)		(1,767	)
October 2010 Senior Notes		(1,466	)		(2,514	)		(68	)		(68	)		(135	)		(405	)		(1,838	)
May 2010 Notes		(980	)		(1,554	)		(43	)		(43	)		(85	)		(255	)		(1,128	)
2009 Notes		(1,642	)		(2,368	)		(66	)		(66	)		(132	)		(2,104	)		—
Related Party Notes at 8%		(606	)		(870	)		(25	)		(25	)		(50	)		(770	)		—
Related Party Notes at 9.5%		(530	)		(803	)		(26	)		(26	)		(52	)		(699	)		—
Pactiv 2012 Notes		(253	)		(264	)		(7	)		(257	)		—			—			—
Pactiv 2017 Notes		(314	)		(433	)		(12	)		(12	)		(24	)		(73	)		(312	)
Pactiv 2018 Notes		(17	)		(23	)		(1	)		(1	)		(1	)		(3	)		(17	)
Pactiv 2025 Notes		(269	)		(584	)		(11	)		(11	)		(22	)		(66	)		(474	)
Pactiv 2027 Notes		(197	)		(459	)		(8	)		(8	)		(17	)		(50	)		(376	)
Graham Packaging 2014 Notes		(367	)		(461	)		(18	)		(18	)		(35	)		(390	)		—
Graham Packaging 2017 Notes		(14	)		(21	)		(1	)		(1	)		(1	)		(3	)		(15	)
Graham Packaging 2018 Notes		(19	)		(31	)		(1	)		(1	)		(2	)		(5	)		(22	)
Related party borrowings		(39	)		(57	)		—			(2	)		(2	)		(5	)		(48	)
Other borrowings		(53	)		(66	)		(25	)		(2	)		(5	)		(9	)		(25	)
		(18,951	)		(28,410	)		(2,571	)		(1,044	)		(1,599	)		(7,733	)		(15,463	)
Derivative financial liabilities
Commodity derivatives
Inflows		—			26			17			9			—			—			—
Outflows		(15	)		(41	)		(27	)		(14	)		—			—			—
		(15	)		(15	)		(10	)		(5	)		—			—			—
Total		(18,966	)		(28,425	)		(2,581	)		(1,049	)		(1,599	)		(7,733	)		(15,463	)

F-304

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5  years
	(In $ million)
As of December 31, 2010
Non-derivative financial liabilities
Bank overdrafts		(12	)		(12	)		(12	)		—			—			—			—
Trade and other payables		(1,239	)		(1,239	)		(1,239	)		—			—			—			—
Non-current payables		(9	)		(9	)		—			—			(9	)		—			—
Loans and borrowings
2009 Credit Agreement		(4,026	)		(5,381	)		(176	)		(198	)		(419	)		(1,986	)		(2,602	)
October 2010 Senior Secured Notes		(1,470	)		(2,407	)		(53	)		(53	)		(107	)		(320	)		(1,874	)
October 2010 Senior Notes		(1,464	)		(2,649	)		(68	)		(68	)		(135	)		(405	)		(1,973	)
May 2010 Notes		(978	)		(1,639	)		(43	)		(43	)		(85	)		(255	)		(1,213	)
2009 Notes		(1,648	)		(2,526	)		(67	)		(67	)		(134	)		(401	)		(1,857	)
Related Party Notes at 8%		(621	)		(945	)		(26	)		(26	)		(51	)		(153	)		(689	)
Related Party Notes at 9.5%		(542	)		(904	)		(27	)		(27	)		(53	)		(159	)		(638	)
Pactiv 2012 Notes		(261	)		(278	)		(7	)		(7	)		(264	)		—			—
Pactiv 2017 Notes		(316	)		(457	)		(12	)		(12	)		(24	)		(73	)		(336	)
Pactiv 2018 Notes		(17	)		(24	)		(1	)		(1	)		(1	)		(3	)		(18	)
Pactiv 2025 Notes		(269	)		(606	)		(11	)		(11	)		(22	)		(66	)		(496	)
Pactiv 2027 Notes		(197	)		(476	)		(8	)		(8	)		(17	)		(50	)		(393	)
Related party borrowings		(16	)		(19	)		—			—			—			—			(19	)
Other borrowings		(32	)		(43	)		(3	)		(3	)		(2	)		(6	)		(29	)
		(13,117	)		(19,614	)		(1,753	)		(524	)		(1,323	)		(3,877	)		(12,137	)
Derivative financial liabilities
Commodity derivatives
Inflows		11			52			35			17			—			—			—
Outflows		—			(41	)		(25	)		(16	)		—			—			—
		11			11			10			1			—			—			—
Total		(13,106	)		(19,603	)		(1,743	)		(523	)		(1,323	)		(3,877	)		(12,137	)

F-305

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

29.5    Classification and fair values

	Fair value through the profit or loss			Held to maturity		Cash, loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2011
Assets
Cash and cash equivalents		—			—		597		—			597			597
Current and non-current receivables		—			—		1,559		—			1,559			1,559
Derivative financial assets
Commodity contracts		1			—		—		—			1			1
Embedded derivatives		122			—		—		—			122			122
Total assets		123			—		2,156		—			2,279			2,279
Liabilities
Bank overdrafts		—			—		—		(3	)		(3	)		(3	)
Trade and other payables		—			—		—		(1,749	)		(1,749	)		(1,749	)
Other non-current payables		—			—		—		(38	)		(38	)		(38	)
Derivative financial liabilities
Commodity contracts		(16	)		—		—		—			(16	)		(16	)
Loans and borrowings
August 2011 Credit Agreement		—			—		—		(4,490	)		(4,490	)		(4,574	)
August 2011 Senior Secured Notes		—			—		—		(1,468	)		(1,468	)		(1,560	)
August 2011 Senior Notes		—			—		—		(972	)		(972	)		(960	)
February 2011 Senior Secured Notes		—			—		—		(999	)		(999	)		(979	)
February 2011 Senior Notes		—			—		—		(993	)		(993	)		(873	)
October 2010 Senior Secured Notes		—			—		—		(1,473	)		(1,473	)		(1,564	)
October 2010 Senior Notes		—			—		—		(1,466	)		(1,466	)		(1,416	)
May 2010 Notes		—			—		—		(980	)		(980	)		(956	)
2009 Notes		—			—		—		(1,642	)		(1,642	)		(1,758	)
Related Party Notes at 8%		—			—		—		(606	)		(606	)		(527	)
Related Party Notes at 9.5%		—			—		—		(530	)		(530	)		(433	)
Pactiv 2012 Notes		—			—		—		(253	)		(253	)		(249	)
Pactiv 2017 Notes		—			—		—		(314	)		(314	)		(242	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(11	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(187	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(142	)
Graham Packaging 2014 Notes		—			—		—		(367	)		(367	)		(362	)
Graham Packaging 2017 Notes		—			—		—		(14	)		(14	)		(13	)
Graham Packaging 2018 Notes		—			—		—		(19	)		(19	)		(19	)
Related party borrowings		—			—		—		(39	)		(39	)		(39	)
Other borrowings		—			—		—		(53	)		(53	)		(53	)
Total liabilities		(16	)		—		—		(18,951	)		(18,967	)		(18,723	)

F-306

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Fair value through the profit or loss			Held to maturity		Cash, loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2010
Assets
Cash and cash equivalents		—			—		663		—			663			663
Current and non-current receivables		—			—		1,192		—			1,192			1,192
Derivative financial assets
Commodity contracts		12			—		—		—			12			12
Embedded derivatives		77			—		—		—			77			77
Total assets		89			—		1,855		—			1,944			1,944
Liabilities
Bank overdrafts		—			—		—		(12	)		(12	)		(12	)
Trade and other payables		—			—		—		(1,239	)		(1,239	)		(1,239	)
Other non-current payables		—			—		—		(9	)		(9	)		(9	)
Derivative financial liabilities
Commodity contracts		(1	)		—		—		—			(1	)		(1	)
Loans and borrowings
2009 Credit Agreement		—			—		—		(4,026	)		(4,026	)		(4,150	)
October 2010 Senior Secured Notes		—			—		—		(1,470	)		(1,470	)		(1,553	)
October 2010 Senior Notes		—			—		—		(1,464	)		(1,464	)		(1,549	)
May 2010 Notes		—			—		—		(978	)		(978	)		(1,015	)
2009 Notes		—			—		—		(1,648	)		(1,648	)		(1,810	)
Related Party Notes at 8%		—			—		—		(621	)		(621	)		(641	)
Related Party Notes at 9.5%		—			—		—		(542	)		(542	)		(575	)
Pactiv 2012 Notes		—			—		—		(261	)		(261	)		(257	)
Pactiv 2017 Notes		—			—		—		(316	)		(316	)		(297	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(15	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(236	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(179	)
Related party borrowings		—			—		—		(16	)		(16	)		(16	)
Other borrowings		—			—		—		(32	)		(32	)		(32	)
Total liabilities		(1	)		—		—		(13,117	)		(13,118	)		(13,586	)

The methods used in determining fair values of financial instruments are disclosed in note 5.

F-307

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

29.6    Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of December 31, 2011
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107
As of December 31, 2010
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		11			—		11
Embedded derivatives		—		77			—		77
Total		—		88			—		88

There were no transfers between any levels during the periods ended December 31, 2011 and 2010.

30.    Related parties

Parent and ultimate controlling party

The immediate parent of the Group is Reynolds Group Holdings Limited, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Transactions with key management personnel

Key management personnel compensation comprised:

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Short-term employee benefits		13		11		8
Management fees		—		1		3
Total compensation expense to key management personnel		13		12		11

F-308

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

There have been no transactions with key management personnel during the periods ended December 31, 2011, 2010 and 2009.

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO and SIG Combibloc Obeikan Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the periods are detailed below:

	Transaction values for the period ended December 31,									Balances outstanding as of December 31,
	2011			2010			2009			2011			2010
	(In $ million)
Transactions with the immediate and ultimate parent companies
Due to immediate parent(a)		—			—			—			(16	)		(16	)
Transactions with joint ventures
Sale of goods and services(b)		131			122			96			25			29
Purchase of goods(b)		—			—			(4	)		—			(3	)
Sale of non-current assets		—			7			—			—			—
Transactions with other related parties
Trade receivables
BPC United States Inc.		—			—			—			4			1
Sale of services		3			—			—			—			—
Sale of property, plant and equipment(f)		—			3			—			—			—
Carter Holt Harvey Limited		—			—			—			—			1
Sale of goods		3			14			—			—			—
Carter Holt Harvey Packaging Pty Limited		—			—			—			—			4
Sale of goods		4			20			—			—			—
Carter Holt Harvey Pulp & Paper Limited		—			—			—			—			1
Sale of goods		3			2			—			—			—
FRAM Group Operations LLC		—			—			—			1			—
United Components, Inc		—			—			—			1			—
Trade payables
Beverage Packaging Holdings (Luxembourg) II S.A.		—			(3	)		—			—			(3	)
BPC United States Inc.		—			—			—			—			—
Management fees		—			(1	)		(3	)		—			—
Recharges		—			—			(3	)		—			—
Carter Holt Harvey Limited		—			—			—			(1	)		(1	)
Purchase of goods		(10	)		(1	)		—			—			—
Purchase of Whakatane Mill(e)		—			(46	)		—			—			—

F-309

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Transaction values for the period ended December 31,									Balances outstanding as of December 31,
	2011			2010			2009			2011			2010
	(In $ million)
Carter Holt Harvey Pulp & Paper Limited		—			—			—			(5	)		(3	)
Purchase of goods		(38	)		(25	)		—			—			—
Rank Group Limited(c)		—			—			—			(41	)		(6	)
Recharges		(121	)		(43	)		(16	)		—			—
Reynolds Packaging (NZ) Limited		—			—			(1	)		—			(1	)
Dividends paid		—			(39	)		—			—			—
Loans receivable
BPC United States Inc.		—			—			—			—			—
Repayments		—			12			—			—			—
Reynolds Consumer Products (NZ) Limited		—			—			—			—			—
Interest income		—			2			1			—			—
Novation of loan		—			1			—			—			—
Repayment of loan		—			61			—			—			—
Reynolds Treasury (NZ) Limited		—			—			—			—			—
Interest income		—			1						—			—
Repayments		—			25			—			—			—
Loans Payable
Beverage Packaging Holdings (Luxembourg) II S.A.(g)		—			—			—			(1,136	)		(1,163	)
Interest payable		—			—			—			(4	)		(4	)
Interest expense		(109	)		(104	)		(110	)		—			—
Carter Holt Harvey Limited		—			—			—			—			—
Interest expense		—			—			(4	)		—			—
Evergreen Packaging New Zealand Limited		—			—			—			—			—
Interest expense		—			—			(1	)		—			—
Reynolds Consumer Products (NZ) Limited		—			—			—			—			—
Interest expense		—			—			(6	)		—			—
Reynolds Treasury (NZ) Limited(d)		—			—			—			(23	)		—
Loan advanced		(25	)		—			—			—			—
Interest expense		(1	)		—			(2	)		—			—

(a) The advance due to RGHL accrued interest at a rate based on EURIBOR plus a margin of 2.375%. During the period ended December 31, 2011, interest accrued at rates from 3.38% to 3.93% (2010: 3.01% to 3.32%; 2009: 3.13% to 5.22%). The loan is subordinated to the obligations under the August 2011 Credit Agreement, the August 2011 Senior Secured Notes, the February 2011 Senior Secured Notes, the October 2010 Senior Secured Notes and the 2009 Notes, and is subject to certain other payment restrictions, including in favor of the 2007 Notes under the terms of the inter-creditor arrangements.

F-310

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bears interest at the greater of 2% and the 3 month EURIBOR rate plus 4.875%. The loan is unsecured and the repayment date will be agreed between the parties.

(e) On May 4, 2010, the Group acquired the Whakatane Mill for a purchase price of $48 million, being the fair value of the net assets at the date purchased, from Carter Holt Harvey Limited (“CHHL”). The consideration paid to the seller of the assets was subject to certain post-closing adjustments relating to the closing net working capital, reimbursable wages and other stub period adjustments. The post-closing adjustments resulted in CHHL owing the Group an amount of $2 million which was paid during the period ended December 31, 2010.

(f) On April 29, 2010, Blue Ridge Paper Products Inc. sold land and buildings in Richmond to BPC United States Inc. The consideration paid was the net book value of the assets at the date of sale, being $3 million settled at the date of sale.

(g) Refer to note 25 for further details on the Group’s borrowings with BP II.

31.    Group entities

	Reporting date	Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
			2011		2010
Alusud Argentina S.R.L.	Dec-31	Argentina		100		100		100
Graham Packaging Argentina S.A.(a)	Dec-31	Argentina		100		—		100
Graham Packaging San Martin S.A.(a)	Dec-31	Argentina		100		—		100
Lido Plast San Luis S.A.(a)	Dec-31	Argentina		100		—		100
SIG Combibloc Agrentina S.R.L.	Dec-31	Argentina		100		100		100
Whakatane Mill Australia Pty Limited	Dec-31	Australia		100		100		100
SIG Austria Holding GmbH	Dec-31	Austria		100		100		100
SIG Combibloc GmbH	Dec-31	Austria		100		100		100
SIG Combibloc GmbH & Co. KG	Dec-31	Austria		100		100		100
Gulf Closures W.L.L.(b)	Dec-31	Bahrain		49		49		49
Graham Packaging Belgium N.V.(a)	Dec-31	Belgium		100		—		100
Graham Packaging Lummen N.V.(a)	Dec-31	Belgium		100		—		100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Dec-31	Brazil		100		100		100
Graham Packaging do Brasil Indústria e Comércio Ltda.(a)	Dec-31	Brazil		100		—		100
Graham Packaging Paraná Ltda.(a)	Dec-31	Brazil		100		—		100
Resin Rio Comercio Ltda.(a)	Dec-31	Brazil		100		—		100
SIG Beverages Brasil Ltda.	Dec-31	Brazil		100		100		100
SIG Combibloc do Brasil Ltda.	Dec-31	Brazil		100		100		100

F-311

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
CSI Latin American Holdings Corporation		Dec-31	British Virgin Islands		100		100		100
Reynolds Consumer Products Bulgaria EOOD		Dec-31	Bulgaria		100		100		100
798795 Ontario Limited(c)		Dec-31	Canada		—		100		—
Closure Systems International (Canada) Limited(c)		Dec-31	Canada		—		100		—
Conference Cup Ltd.(d)		Dec-31	Canada		100		—		100
Dopaco Canada, Inc.(d)		Dec-31	Canada		100		—		100
Evergreen Packaging Canada Limited		Dec-31	Canada		100		100		100
Garven Incorporated(d)		Dec-31	Canada		100		—		100
Graham Packaging Canada Limited(a)		Dec-31	Canada		100		—		100
Newspring Canada, Inc.(c)		Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(c)		Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(e)		Dec-31	Canada		100		—		100
Reynolds Food Packaging Canada Inc.(c)		Dec-31	Canada		—		100		—
Crystal Insurance Comp. Ltd.		Dec-31	Channel Islands		100		100		100
SIG Asset Holdings Limited		Dec-31	Channel Islands		100		100		100
Alusud Embalajes Chile Ltda.		Dec-31	Chile		100		100		100
SIG Combibloc Chile Limitada		Dec-31	Chile		100		100		100
Closure Systems International (Guangzhou) Limited		Dec-31	China		100		100		100
Closure Systems International (Wuhan) Limited		Dec-31	China		100		100		100
CSI Closures Systems (Hangzhou) Co., Ltd.		Dec-31	China		100		100		100
CSI Closures Systems (Tianjin) Co., Ltd.		Dec-31	China		100		100		100
Dongguan Pactiv Packaging Co., Ltd		Dec-31	China		51		51		51
Evergreen Packaging (Shanghai) Co., Limited		Dec-31	China		100		100		100
Graham Packaging (Guangzhou) Co. Ltd.(a)		Dec-31	China		100		—		100
Graham Packaging Trading (Shanghai) Co. Ltd.(a)		Dec-31	China		100		—		100
Reynolds Metals (Shanghai) Ltd.		Dec-31	China		100		100		100
SIG Combibloc (Suzhou) Co. Ltd.		Dec-31	China		100		100		100
SIG Combibloc Packaging Technology Services (Shanghai) Co. Ltd. (In liquidation)		Dec-31	China		100		100		100
Zhejing Zhongbao Packaging Co., Ltd		Dec-31	China		62.5		62.5		62.5
Alusud Embalajes Colombia Ltda.		Dec-31	Colombia		100		100		100
CSI Closure Systems Manufacturing do Centro America, Sociedad de Responsabilidad Limitada		Dec-31	Costa Rica		100		100		100
SIG Combibloc s.r.o.		Dec-31	Czech Republic		100		100		100

F-312

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Closure Systems International (Egypt) LLC		Dec-31	Egypt		100		100		100
Evergreen Packaging de El Salvador S.A. de C.V.		Dec-31	El Salvador		100		100		100
Graham Packaging Company OY(a)		Dec-31	Finland		100		—		100
Graham Packaging Europe SNC(a)		Dec-31	France		100		—		100
Graham Packaging France S.A.S.(a)		Dec-31	France		100		—		100
Graham Packaging Normandy S.a.r.l.(a)		Dec-31	France		100		—		100
Graham Packaging Villecomtal S.a.r.l.(a)		Dec-31	France		100		—		100
SIG Combibloc S.a.r.l.		Dec-31	France		100		100		100
Closure Systems International Deutschland GmbH		Dec-31	Germany		100		100		100
Closure Systems International Holdings (Germany) GmbH		Dec-31	Germany		100		100		100
Omni-Pac Ekco Gmbh Verpackungsmittel		Dec-31	Germany		100		100		100
Omni-Pac Gmbh Verpackungsmittel		Dec-31	Germany		100		100		100
Pactiv Deutschland Holdinggesellschaft mbH		Dec-31	Germany		100		100		100
Pactiv Forest Products GmbH		Dec-31	Germany		100		100		100
Pactiv Hamburg Holdings GmbH(f)		Dec-31	Germany		—		100		—
SIG Beverages Germany GmbH		Dec-31	Germany		100		100		100
SIG Combibloc GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Holding GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Systems GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Zerspanungstechnik GmbH		Dec-31	Germany		100		100		100
SIG Euro Holding AG & Co. KGaA		Dec-31	Germany		100		100		100
SIG Information Technology GmbH		Dec-31	Germany		100		100		100
SIG International Services GmbH		Dec-31	Germany		100		100		100
SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH)(g)		Dec-31	Germany		100		100		100
Closure Systems International (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Evergreen Packaging (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Graham Packaging Asia Limited(a)		Dec-31	Hong Kong		100		—		100
Roots Investment Holding Private Limited(a)		Dec-31	Hong Kong		100		—		100
SIG Combibloc Limited		Dec-31	Hong Kong		100		100		100

F-313

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Closure Systems International Holdings (Hungary) Kft.(h)		Dec-31	Hungary		—		100		—
CSI Hungary Manufacturing and Trading Limited Liability Company		Dec-31	Hungary		100		100		100
SIG Combibloc Kft.		Dec-31	Hungary		100		100		100
Closure Systems International (I) Private Limited		Mar-31	India		100		100		100
SIG Beverage Machinery and Systems (India) Pvt. Ltd. (in liquidation)		Dec-31	India		100		100		100
PT. Graham Packaging Indonesia(a)		Dec-31	Indonesia		100		—		100
Ha’Lakoach He’Neeman H’Sheeshim Ou’Shenayim Ltd.		Dec-31	Israel		100		100		100
Graham Packaging Company Italia S.r.l.(a)		Dec-31	Italy		100		—		100
SIG Combibloc S.r.l.		Dec-31	Italy		100		100		100
S.I.P. S.r.l. Societa Imballaggi Plastici S.r.l. (in liquidation)(a)		Dec-31	Italy		100		—		100
Closure Systems International Holdings (Japan) KK		Dec-31	Japan		100		100		100
Closure Systems International Japan, Limited		Dec-31	Japan		100		100		100
Graham Packaging Japan Godo Kaisha(a)		Dec-31	Japan		100		—		100
Closure Systems International Holdings (Korea), Ltd.		Dec-31	Korea		100		100		100
Evergreen Packaging Korea Limited		Dec-31	Korea		100		100		100
SIG Combibloc Korea Ltd.		Dec-31	Korea		100		100		100
Beverage Packaging Factoring (Luxembourg) S.à r.l.(i)		Dec-31	Luxembourg		100		—		100
Beverage Packaging Holdings (Luxembourg) III S.à r.l.		Dec-31	Luxembourg		100		100		100
Beverage Packaging Holdings (Luxembourg) IV S.à r.l.(i)		Dec-31	Luxembourg		100		—		100
Evergreen Packaging (Luxembourg) S.à r.l.		Dec-31	Luxembourg		100		100		100
Graham Packaging European Holdings (Luxembourg) S.à r.l.(j)		Dec-31	Luxembourg		100		—		100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.(j)		Dec-31	Luxembourg		100		—		100
Reynolds Group Issuer (Luxembourg) S.A.		Dec-31	Luxembourg		100		100		100
SIG Finance (Luxembourg) S.à r.l. (in liquidation)(k)		Dec-31	Luxembourg		—		100		—
Asesores y Consultores Graham, S. de R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Bienes Industriales del Norte, S.A. de C.V.		Dec-31	Mexico		100		100		100
CSI En Ensenada, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100

F-314

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
CSI En Saltillo, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
CSI Tecniservicio, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Evergreen Packaging Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Graham Packaging Plastic Products de Mexico S. de. R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Grupo Corporativo Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Grupo CSI de México, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Maxpack, S. de R.L. de C.V.(m)		Dec-31	Mexico		—		100		—
Middle America M.A., S.A. de C.V. (in liquidation)		Dec-31	Mexico		100		100		100
Pactiv Foodservice Mexico S. de R.L. de C.V. (formerly Central de Bolsas S. de R.L. de C.V.)(l)		Dec-31	Mexico		100		100		100
Pactiv Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Pactiv North American Holdings, S. de R.L. de C.V. (formerly Pactiv North American Holdings LLC)(u)		Dec-31	Mexico		—		100		—
Reynolds Metals Company de Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Servicio Terrestre Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Servicios Graham Packaging, S. de. R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Servicios Industriales Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Servicios Integrales de Operacion, S.A. de C.V.		Dec-31	Mexico		100		100		100
SIG Combibloc México, S.A. de C.V.		Dec-31	Mexico		100		100		100
SIG Simonazzi México, S.A. de C.V. (in liquidation)		Dec-31	Mexico		100		100		100
Tecnicos de Tapas Innovativas, S.A. de C.V.		Dec-31	Mexico		100		100		100
Closures Systems International Nepal Private Limited		Jul-31	Nepal		76		76		76
Beverage Packaging Holdings (Netherlands) B.V.		Dec-31	Netherlands		100		100		100
Closure Systems International B.V.		Dec-31	Netherlands		100		100		100
Evergreen Packaging International B.V.		Dec-31	Netherlands		100		100		100
Graham Packaging Company B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Holdings B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Zoetermeer B.V.(a)		Dec-31	Netherlands		100		—		100
Pactiv Europe B.V.		Dec-31	Netherlands		100		100		100
Reynolds Consumer Products International B.V.		Dec-31	Netherlands		100		100		100
Reynolds Packaging International B.V.		Dec-31	Netherlands		100		100		100
SIG Combibloc B.V.		Dec-31	Netherlands		100		100		100

F-315

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Whakatane Mill Limited		Dec-31	New Zealand		100		100		100
Envases Panama, S.A.(n)		Dec-31	Panama		—		100		—
Alusud Peru S.A.		Dec-31	Peru		100		100		100
Closure Systems International (Philippines), Inc.		Dec-31	Philippines		100		100		100
Graham Packaging Poland SP. Z.O.O.(a)		Dec-31	Poland		100		—		100
Omni Pac Poland SP. Z.O.O.		Dec-31	Poland		100		100		100
SIG Combibloc SP. Z.O.O.		Dec-31	Poland		100		100		100
CSI Vostok Limited Liability Company		Dec-31	Russia		100		100		100
OOO SIG Combibloc		Dec-31	Russia		100		100		100
Pactiv Asia Pte Ltd		Dec-31	Singapore		100		100		100
Closure Systems International España, S.L.U.		Dec-31	Spain		100		100		100
Closure Systems International Holdings (Spain), S.A.		Dec-31	Spain		100		100		100
Graham Packaging Iberica S.L.(a)		Dec-31	Spain		100		—		100
Reynolds Food Packaging Spain, S.L.U.		Dec-31	Spain		100		100		100
SIG Combibloc S.A.		Dec-31	Spain		100		100		100
SIG Combibloc AB		Dec-31	Sweden		100		100		100
SIG allCap AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Procurement AG		Dec-31	Switzerland		100		100		100
SIG Combibloc (Schweiz) AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Group AG		Dec-31	Switzerland		100		100		100
SIG Reinag AG		Dec-31	Switzerland		100		100		100
SIG Schweizerische Industrie-Gesellschaft AG		Dec-31	Switzerland		100		100		100
SIG Technology AG		Dec-31	Switzerland		100		100		100
Evergreen Packaging (Taiwan) Co. Limited		Dec-31	Taiwan		100		100		100
SIG Combibloc Taiwan Ltd.		Dec-31	Taiwan		100		100		100
SIG Combibloc Ltd.		Dec-31	Thailand		100		100		100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Graham Plastpak Plastik Ambalaj Sanayi A.S.(a)		Dec-31	Turkey		100		—		100
SIG Combibloc Paketleme Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Alpha Products (Bristol) Limited		Dec-31	United Kingdom		100		100		100
Closure Systems International (UK) Limited		Dec-31	United Kingdom		100		100		100
Graham Packaging European Services Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging Plastics Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging U.K. Limited(a)		Dec-31	United Kingdom		100		—		100

F-316

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
IVEX Holdings, Ltd.		Dec-31	United Kingdom		100		100		100
J. & W. Baldwin (Holdings) Limited		Dec-31	United Kingdom		100		100		100
Kama Europe Limited		Dec-31	United Kingdom		100		100		100
Omni-Pac U.K. Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Caerphilly) Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Films) Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Stanley) Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Pactiv Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Reynolds Consumer Products (UK) Limited		Dec-31	United Kingdom		100		100		100
Reynolds Subco (UK) Limited		Dec-31	United Kingdom		100		100		100
SIG Combibloc Limited		Dec-31	United Kingdom		100		100		100
SIG Holdings (UK) Ltd.		Dec-31	United Kingdom		100		100		100
The Baldwin Group Ltd.		Dec-31	United Kingdom		100		100		100
Baker’s Choice Products, Inc.		Dec-31	U.S.A.		100		100		100
BCP/Graham Holdings L.L.C.(a)		Dec-31	U.S.A.		100		—		100
Blue Ridge Holding Corp.		Dec-31	U.S.A.		100		100		100
Blue Ridge Paper Products Inc.		Dec-31	U.S.A.		100		100		100
BRPP, LLC		Dec-31	U.S.A.		100		100		100
Bucephalas Acquisition Corp.(o)		Dec-31	U.S.A.		—		—		—
Closure Systems International Americas, Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Holdings Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Packaging Machinery Inc. (formerly Reynolds Packaging Machinery Inc.)(z)		Dec-31	U.S.A.		100		100		100
Closure Systems Mexico Holdings LLC		Dec-31	U.S.A.		100		100		100
Coast-Packaging Company (California General Partnership)(b)		Dec-31	U.S.A.		50		50		50
CSI Mexico LLC		Dec-31	U.S.A.		100		100		100
CSI Sales & Technical Services Inc.		Dec-31	U.S.A.		100		100		100
Dopaco, Inc.(p)		Dec-31	U.S.A.		100		—		100
Evergreen Packaging Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging International (US) Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging USA Inc.		Dec-31	U.S.A.		100		100		100
GPACSUB LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. I(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. II(a)		Dec-31	U.S.A.		100		—		100

F-317

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
GPC Holdings LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Merger LLC(a)(q)		Dec-31	U.S.A.		—		—		—
GPC Opco GP LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Sub GP LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Acquisition Corporation(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Comerc USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Europe LLC(r)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Controllers USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging France Partners(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging GP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Holdings Company(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging International Plastics Products Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Latin America LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LC, L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Leasing USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Minster LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PET Technologies Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Plastic Products Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Poland L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PX Company(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PX Holding Corporation(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging PX, LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Regioplast STS Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Technological Specialties LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging West Jordan, LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Recycling Company L.P.(a)		Dec-31	U.S.A.		100		—		100
Newspring Industrial Corp.		Dec-31	U.S.A.		100		100		100
Pactiv Germany Holdings Inc.		Dec-31	U.S.A.		100		100		100
Pactiv International Holdings Inc.		Dec-31	U.S.A.		100		100		100
Pactiv LLC (formerly Pactiv Corporation)(s)		Dec-31	U.S.A.		100		100		100
Pactiv Factoring LLC		Dec-31	U.S.A.		100		100		100
Pactiv Management Company LLC		Dec-31	U.S.A.		100		100		100

F-318

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Pactiv NA II LLC(t)		Dec-31	U.S.A.		100		100		100
Pactiv Retirement Administration LLC		Dec-31	U.S.A.		100		100		100
Pactiv RSA LLC		Dec-31	U.S.A.		100		100		100
PCA West Inc.		Dec-31	U.S.A.		100		100		100
Prairie Packaging, Inc.		Dec-31	U.S.A.		100		100		100
PWP Holdings, Inc.		Dec-31	U.S.A.		100		100		100
PWP Industries, Inc.		Dec-31	U.S.A.		100		100		100
RenPac Holdings Inc.(v)		Dec-31	U.S.A.		100		—		100
Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.)(w)		Dec-31	U.S.A.		100		100		100
Reynolds Consumer Products, Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Flexible Packaging Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Foil Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Food Packaging LLC		Dec-31	U.S.A.		100		100		100
Reynolds Group Holdings Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Group Issuer Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Group Issuer LLC		Dec-31	U.S.A.		100		100		100
Reynolds Manufacturing, Inc.(x)		Dec-31	U.S.A.		100		—		100
Reynolds Packaging Holdings LLC (formerly Reynolds Packaging Inc.)(y)		Dec-31	U.S.A.		100		100		100
Reynolds Packaging Kama Inc.		Dec-31	U.S.A.		100		100		100
Reynolds Packaging LLC		Dec-31	U.S.A.		100		100		100
Reynolds Services Inc.		Dec-31	U.S.A.		100		100		100
RGHL US Escrow II Inc.(aa)		Dec-31	U.S.A.		—		—		—
RGHL US Escrow II LLC(cc)		Dec-31	U.S.A.		—		—		—
RGHL US Escrow Holdings II Inc.(bb)		Dec-31	U.S.A.		—		—		—
SIG Combibloc Inc.		Dec-31	U.S.A.		100		100		100
SIG Holding USA LLC (formerly SIG Holding USA, Inc.)(dd)		Dec-31	U.S.A.		100		100		100
Southern Plastics, Inc.		Dec-31	U.S.A.		100		100		100
The Corinth and Counce Railroad Company(ee)		Dec-31	U.S.A.		—		100		—
Ultra Pac, Inc.		Dec-31	U.S.A.		100		100		100
Union Packaging LLC(p)(ff)		Dec-31	U.S.A.		—		—		—
Alusud Venezuela S.A.		Dec-31	Venezuela		100		100		100
Graham Packaging Plasticos de Venezuela C.A.(a)		Dec-31	Venezuela		100		—		100
SIG Vietnam Ltd.		Dec-31	Vietnam		100		100		100

F-319

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(a) Acquired as part of the Graham Packaging Acquisition on September 8, 2011.

(b) The Group has control as it has the power to govern the financial and operating policies of the entity.

(c) Amalgamated into a “new” Pactiv Canada Inc. on July 1, 2011.

(d) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Reynolds Food Packaging Canada Inc.

(e) Incorporated on July 1, 2011.

(f) Merged with SIG Beteiligungs GmbH on September 15, 2011.

(g) Changed name to SIG Beteiligungs GmbH on September 15, 2011.

(h) Merged into CSI Hungary Manufacturing and Trading Limited Liability Company on December 31, 2011.

(i) Incorporated on December 21, 2011.

(j) Incorporated on December 20, 2011.

(k) Liquidation was concluded on January 18, 2011 and the company subsequently deregistered.

(l) Changed name to Pactiv Foodservice Mexico, S. de R.L. de C.V. on September 27, 2011.

(m) Merged into Pactiv Foodservice Mexico, S. de R.L. de C.V. on December 31, 2011.

(n) Dissolved on February 11, 2011.

(o) Incorporated on June 13, 2011, and subsequently merged into Graham Packaging Company Inc. on September 8, 2011.

(p) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Pactiv Corporation, now Pactiv LLC.

(q) Merged into Graham Packaging Holdings Company on September 12, 2011.

(r) Incorporated on December 13, 2011.

(s) Converted to a Delaware limited liability company on December 31, 2011 becoming Pactiv LLC.

(t) Incorporated on February 8, 2011.

(u) Redomiciled from U.S.A. to Mexico and transformed to a Mexican company as a “S. de R.L. de C.V.”, following which Pactiv North American Holdings, S. de R.L. de C.V. and Central de Bolsas, S. de R.L. de C.V. merged, with the latter being the surviving entity. The merger was effective March 29, 2011.

(v) Incorporated on September 29, 2011.

(w) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Consumer Products Holdings LLC.

(x) Incorporated on September 14, 2011.

(y) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Packaging Holdings LLC.

(z) Changed name to Closure Systems International Packaging Machinery Inc. on March 2, 2011.

(aa) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer Inc. on September 8, 2011.

(bb) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Holdings Inc. on September 8, 2011.

(cc) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer LLC on September 8, 2011.

(dd) Converted to a Delaware limited liability company on December 31, 2011 becoming SIG Holding USA, LLC.

(ee) Dissolved on December 6, 2011.

(ff) Sold on May 18, 2011.

F-320

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

32.    Business combinations under common control

On May 4, 2010, the Group acquired the business operations of Evergreen from subsidiaries of Rank Group Limited. At the time of this transaction, both the Group and Evergreen were ultimately 100% owned by Mr. Graeme Hart. The original acquisitions of the Evergreen businesses were completed between January 31, 2007 and August 1, 2007.

On September 1, 2010, the Group acquired the operations of the Reynolds foodservice packaging businesses from subsidiaries of Reynolds (NZ) Limited (“Reynolds (NZ)”). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Reynolds foodservice packaging businesses was completed on February 29, 2008.

The following table shows the effect of the legal consummation of the acquisitions of Evergreen and the Reynolds foodservice packaging business as of their respective dates of acquisition by the Group:

	Evergreen			Reynolds foodservice packaging			Total
	(In $ million)
Total consideration*		1,612			342			1,954
Net book value of share capital of the acquired businesses		(713	)		(193	)		(906	)
Difference between total consideration and net book value of share capital of acquired businesses**		899			149			1,048

On November 5, 2009, the Group acquired the business operations of the Closures segment and the Reynolds consumer products business from subsidiaries of Reynolds (NZ). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Closures segment and the Reynolds consumer products business by subsidiaries of Reynolds (NZ) was substantially completed on February 29, 2008. As of November 5, 2009, the effect of the legal consummation of the acquisition was as follows:

	Closures			Reynolds consumer products			Total
	(In $ million)
Total consideration*		708			984			1,692
Net book value of share capital of the acquired businesses		(467	)		(641	)		(1,108	)
Difference between total consideration and net book value of share capital of the acquired businesses**		241			343			584

* The Group has accounted for the acquisitions under the principles of common control. As a result, the cash acquired as part of the acquisitions is already included in the Group’s cash balance and does not form part of the net cash outflow. Further, the results of operations of the businesses acquired are included in the statements of comprehensive income from January 31, 2007 for Evergreen, and from February 29, 2008 for the Closures, Reynolds consumer products, and Reynolds foodservice packaging businesses.

** In accordance with the Group’s accounting policy for acquisitions under common control, the difference between the share capital of the acquired businesses and the consideration paid (which represented the fair value) has been recognized directly in equity as part of other reserves. Differences in the consideration paid at the date of the legal acquisition by the Group of these businesses and those amounts paid when originally acquired by entities under the common control of the ultimate shareholder reflect changes in the relative fair

F-321

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

value. Such changes related to value created within these businesses through events such as the realization of the cost savings initiatives and operational synergies combined with the changes within the market in which they operate.

33.    Business combinations

Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation

F-322

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Provisional values recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		146			—			146
Trade and other receivables		338			(10	)		328
Inventories		300			(9	)		291
Current tax assets		3			1			4
Assets held for sale		7			—			7
Investments in associates and joint ventures		1			—			1
Deferred tax assets		7			(5	)		2
Property, plant and equipment		1,438			(36	)		1,402
Intangible assets (excluding goodwill)		1,679			696			2,375
Derivative assets		9			—			9
Other current and non-current assets		19			11			30
Trade and other payables(c)		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

(c) In connection with the acquisition of Graham Packaging, amounts under an existing income tax receivable agreement with certain pre-IPO shareholders became due and payable. Such amounts which were settled after the date of acquisition are reflected in the statement of cash flows as a financing activity.

Acquisition costs of $24 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

F-323

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill that was allocated to other business segments. The procurement synergies will result primarily from leveraging raw material purchasing and sharing best practices across the Group. The operational synergies will result primarily from a more efficient plant footprint and sharing of manufacturing best practices across the Group. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated Useful Life
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

Graham Packaging contributed revenues of $967 million, a loss after income tax of $64 million, EBITDA of $105 million and Adjusted EBITDA of $156 million to the Group for the period from September 8, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, management estimates that Graham

F-324

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Packaging would have contributed on a pro forma basis additional revenue of $2,130 million, a loss after income tax of $277 million, EBITDA of $43 million and Adjusted EBITDA of $388 million. These amounts are unaudited.

Dopaco

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million, including a $3 million working capital adjustment which was settled in October 2011 (the “Dopaco Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration was provided through existing cash.

Dopaco is a manufacturer of paper cups and folding cartons for the quick-service restaurant and foodservice industries in the United States and Canada. The new product lines complement and enhance the Group’s existing product lines, allowing it to offer a broader product range and additional customer relationships. Dopaco is included in the Group’s Pactiv Foodservice segment.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market based valuation technique. The following table presents the preliminary values previously reported as of May 2, 2011, and any adjustments made to those values:

	Provisional values recognized on May 2, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		3			—			3
Trade and other receivables		33			—			33
Assets held for sale		3			—			3
Deferred tax assets		4			—			4
Inventories		58			1			59
Property, plant and equipment		152			(28	)		124
Intangible assets (excluding goodwill)		16			72			88
Other current and non-current assets		5			1			6
Bank overdrafts		(5	)		—			(5	)
Trade and other payables		(20	)		(4	)		(24	)
Deferred tax liabilities		(32	)		(8	)		(40	)
Provisions and employee benefits		(24	)		(2	)		(26	)
Net assets acquired		193			32			225
Goodwill on acquisition		205			(35	)		170
Net assets acquired		398			(3	)		395
Consideration paid in cash		398			(3	)		395
Bank overdraft acquired		2			—			2
Net cash outflow		400			(3	)		397

F-325

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the values of property, plant and equipment and identifiable intangible assets and the associated deferred taxes thereon. Other measurement period adjustments have arisen from the finalization of reviews of the balance sheet reconciliations as of the date of acquisition. The depreciation and amortization impact from these provisional changes to fair values had been recognized during the period ended December 31, 2011.

Acquisition-related costs of $6 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

The goodwill recognized on the acquisition is attributable mainly to the skill of the acquired business’ work force and the synergies expected to be achieved from integrating Dopaco into the Group. None of the goodwill recognized is expected to be deductible for income tax purposes.

The preliminary values attributed to the separately identifiable intangible assets were established shortly after the date of acquisition in May 2011 through the assistance of an external third party valuer. Subsequent to this assessment the Group has verified the reasonableness of all key assumptions including royalty rate, growth rates, business mix and discount rate. This review process involved feedback and further input from a wide range of senior executives which has enabled the Group to further refine the initial assumptions as of the date of acquisition. As a result management has revised and finalized the values initially established for the separately identifiable intangible assets as of the date of acquisition. The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated useful  life
	(In $ million)
Customer relationships		77		9 to 14 years
Trade names		6		5 years
Patents		4		10 years
Emission reduction credit		1		Indefinite
		88

Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers.

Trade name

The Dopaco trade name is a business to business trade name under which the products are sold. The preliminary value of the trade name is being amortized over 5 years as it is a defensible intangible asset.

Pre-acquisition results

Dopaco contributed revenues of $331 million, profit after income tax of $7 million, EBITDA of $28 million and Adjusted EBITDA of $45 million to the Group for the period from May 2, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed on a pro forma basis additional revenue of $153 million, profit after tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million. These amounts are unaudited.

F-326

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Pactiv Corporation

On November 16, 2010, the Group acquired 100% of the outstanding common stock of Pactiv Corporation (“Pactiv”) for a purchase price of $4,452 million (the “Pactiv Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration and the refinancing of certain borrowings that were acquired was provided through a combination of additional borrowings, additional equity and existing cash.

Pactiv is a leading manufacturer of consumer and foodservice packaging products in the United States. The acquisition of Pactiv brought together two consumer and foodservice packaging platforms. The combination increased the Group’s product, geographic and customer diversification and created an extensive and diverse distribution network. The products of the Group and Pactiv are complementary, providing the combined Group with opportunities to generate incremental revenue through cross-selling and category expansion. The Group expects to realize cost savings and operational synergies by consolidating facilities, eliminating duplicative operations, improving supply chain management and achieving other efficiencies.

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values on acquisition
	(In $ million)
Cash and cash equivalents, net of bank overdrafts		91
Trade and other receivables		472
Current tax assets		49
Deferred tax assets		27
Inventories		547
Property, plant and equipment		1,429
Intangible assets (excluding goodwill)		2,715
Other current and non-current assets		60
Trade and other payables		(418	)
Borrowings		(1,485	)
Deferred tax liabilities		(877	)
Provisions and employee benefits		(1,071	)
Net assets acquired		1,539
Non-controlling interests		(18	)
Goodwill on acquisition		2,931
Net assets acquired		4,452
Consideration paid in cash		4,452
Net cash acquired		(91	)
Net cash flow		4,361

Acquisition-related costs of $10 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2010.

F-327

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

The Group identified and measured the property, plant and equipment and separately identifiable intangible assets (excluding goodwill) of $1,429 million and $2,715 million, respectively, with the assistance of a third party valuer.

The fair value of trade receivables is $472 million. The gross contractual amount of trade receivables due at acquisition was $517 million, of which $45 million was expected to be uncollectible.

The goodwill of $2,931 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Pactiv into the Group. The synergies largely relate to benefits from (a) large scale efficiencies in integration of sales, marketing and administration functions, information technology resources, and leveraging lean production capabilities across facilities, (b) eight to nine plant closures, (c) “one face” customer servicing organization, (d) streamlining warehouse and logistics, and (e) centralizing procurement. Except for $514 million, the goodwill recognized is not deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated useful life
	(In $ million)
Trade names — indefinite life		1,075		Indefinite
Trade names — definite life		39		5 years
Customer relationships		1,321		20 years
Technology		188		7.5 years
Permits		88		Indefinite
Favorable leasehold		4		3 to 8 years
		2,715

Trade names

The Pactiv Foodservice trade name has been valued as a business to business trade name with an indefinite life. The Hefty trade name has been valued as a consumer trade name with an indefinite life. The Pactiv trade name used in the consumer products business has been valued as a business to business trade name with a five year useful life.

Customer and distributor relationships

Pactiv’s operations are characterized by arrangements with customers and distributors for the supply of finished packaging products. The separately identifiable intangible assets reflect the estimated value that is attributable to the existing arrangements and the value that is expected from the ongoing relationship.

Technology

Pactiv’s operations include certain proprietary knowledge and processes that have been developed internally. The business operates in product categories where customers and end-users value the technology and innovation that Pactiv’s custom packaging products offer as an alternative to traditional packaging materials.

Permits

Manufacturers that emit pollutants or use hazardous materials are required to meet various federal and state regulatory requirements and obtain the necessary operating permits. Pactiv has obtained numerous operating

F-328

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

permits for its plants over the years. As regulatory requirements have evolved, several of its existing permits have been grandfathered and would be very costly, or even impossible, to obtain today.

Pre-acquisition results

The operating results of Pactiv’s consumer products and foodservice packaging businesses have been combined with the operating results of the Group’s Reynolds Consumer Products and Pactiv Foodservice segments, respectively, since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within each related segment, other than revenue, we are unable to quantify the results of the acquired businesses on a stand-alone basis for the year ended December 31, 2011. For the period from January 1, 2011 to November 16, 2011, Pactiv’s revenue was $3,494 million. For the period ended December 31, 2010, Pactiv’s revenue, profit from operating activities, EBITDA and Adjusted EBITDA were $3,679 million, $254 million, $465 million and $656 million, respectively. These amounts provided on a pro forma basis are unaudited and include IFRS adjustments and therefore will not agree to historically reported Pactiv results as Pactiv reported its results under U.S. GAAP.

Closure Systems International Americas, Inc.

On February 1, 2010, the Group purchased 100% of the issued capital of Obrist Americas, Inc., a U.S. manufacturer of plastic non-dispensing screw closures for carbonated soft drinks and water containers. Total consideration for the acquisition was $36 million and was paid in cash. The acquired company was subsequently renamed Closure Systems International Americas, Inc. (“CSI Americas”).

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values  on acquisition
	(In $ million)
Cash and cash equivalents		11
Trade and other receivables		3
Inventories		10
Deferred tax assets		11
Property, plant and equipment		14
Intangible assets (excluding goodwill)		4
Trade and other payables		(7	)
Net assets acquired		46
Difference between net assets acquired and consideration paid		(10	)
Consideration paid, settled in cash		36
Cash acquired		(11	)
Net cash outflow		25

The acquisition of CSI Americas contributed revenue of $52 million and a net profit of $3 million to the Group for the period ended December 31, 2010. If the purchase had occurred on January 1, 2010, management estimates that CSI Americas would have contributed additional revenue of $4 million, additional EBITDA of $3 million and additional profit after tax of $1 million.

F-329

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

34.    Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

	As of December  31,
	2011		2010
	(In $ million)
Less than one year		111		69
Between 1 and 5 years		247		146
More than 5 years		83		79
Total		441		294

During the period ended December 31, 2011, $107 million was recognized as an expense in the statement of comprehensive income as a component of the profit or loss in respect of operating leases (2010: $51 million; 2009: $50 million).

Leases as lessor

The SIG Combibloc segment leases to customers filling machines under operating leases. The future minimum lease payments under non-cancellable leases are as follows:

	As of December  31,
	2011		2010
	(In $ million)
Less than one year		12		13
Between 1 and 5 years		27		31
More than 5 years		2		3
Total		41		47

During the period ended December 31, 2011 $15 million was recognized as revenue in the statement of comprehensive income (2010: $21 million; 2009: $17 million).

35.    Capital commitments

As of December 31, 2011, the Group had entered into contracts to incur capital expenditure of $106 million (2010: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

36.    Contingencies

	As of December  31,
	2011		2010
	(In $ million)
Contingent liabilities		19		31

The contingent liabilities primarily arise from the guarantees given to banks granting credit facilities to the Group’s joint venture company SIG Combibloc Obeikan Company Limited, in Riyadh, Kingdom of Saudi Arabia.

F-330

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

Litigation and legal proceedings

The Group is party to legal proceedings arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management’s assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group’s financial position, results of operations or cash flows in a particular future period. As of December 31, 2011, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness as described in note 25.

37.    Subsequent events

Financing transactions

On February 15, 2012, certain members of the Group issued $1,250 million principal amount of 9.875% senior notes due 2019 (the “February 2012 Notes”). Interest on the February 2012 Notes is paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2012. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the February 2012 Notes to the extent permitted by law.

The net proceeds from the February 2012 Notes were used to redeem and discharge the $14 million outstanding aggregate principal amount of the Graham Packaging 2017 Notes, the $19 million outstanding aggregate principal amount of the Graham Packaging 2018 Notes, the $355 million outstanding aggregate principal amount of the Graham Packaging 2014 Notes and the $249 million outstanding aggregate principal amount of the Pactiv 2012 Notes. The loss on extinguishment of this debt was $1 million in aggregate. The remaining net proceeds from the February 2012 Notes were used for general corporate purposes.

On March 20, 2012, Graham Packaging Holdings Company and certain of its subsidiaries organized in the United States guaranteed the February 2012 Notes, the Notes, the 2007 Notes and the August 2011 Credit Agreement and provided collateral security for the Secured Notes and the August 2011 Credit Agreement.

Following the guarantee of the August 2011 Credit Agreement by Graham Packaging Holdings Company and certain of its subsidiaries as described above, the requirement to make additional principal amortization payments of $50 million per quarter under the August 2011 Credit Agreement terminated.

RGHL and certain members of the Group filed registration statements with the SEC pursuant the Securities Act of 1933, as amended, for a registered offer to exchange the Notes for new registered notes having terms substantially identical to the terms of the original Notes. The registration statement with respect to the Notes other than the February 2012 Senior Notes was declared effective by the SEC on June 25, 2012, and on July 25, 2012 the exchange offer for the new registered notes was consummated. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and on August 10, 2012, RGHL and certain members of the Group consummated the exchange offer and consent solicitation whereby (i) $1,241 million of the outstanding principal amount of the February 2012 Senior Notes were exchanged for a corresponding principal amount of additional registered August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other

F-331

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

provisions with respect to the remaining $9 million outstanding principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, certain members of the Group issued $3,250 million principal amount of 5.750% senior secured notes due 2020 (the “September 2012 Senior Secured Notes”). Interest on the September 2012 Senior Secured Notes will be paid semi-annually on April 15 and October 15 of each year, commencing on April 15, 2013. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the September 2012 Senior Secured Notes, to the extent permitted by law. The net proceeds from the September 2012 Senior Secured Notes were or will be used to repay a portion of the August 2011 Credit Agreement and to repurchase and redeem the 2009 Senior Secured Notes (Dollar) as discussed below and for general corporate purposes.

A portion of the proceeds from the September 2012 Senior Secured Notes was used to repurchase $777 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on September 28, 2012 pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar) and to redeem the remaining $348 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on October 29, 2012. The loss on extinguishment of the 2009 Senior Secured Notes (Dollar) was $68 million in aggregate.

On September 28, 2012, the Company and certain members of the Group became parties to an amended and restated senior secured credit agreement (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement. Under the September 2012 Credit Agreement, $2,235 million and €300 million of term loans were drawn. These proceeds, together with a portion of the proceeds of the September 2012 Senior Secured Notes and available cash of the Group, were used to fully repay and extinguish the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The loss on extinguishment of the August 2011 Credit Agreement was $90 million in aggregate. The remaining proceeds have been or will be used for general corporate purposes. The term loans under the September 2012 Credit Agreement mature on September 28, 2018 with quarterly amortization payments of 0.25% per quarter. The U.S. and European term loans incur interest at LIBOR plus a margin of 3.75% and 4.00%, respectively, with a floor of 1.00%. All of the entities that were guarantors of the August 2011 Credit Agreement have guaranteed the September 2012 Credit Agreement, to the extent permitted by law.

RGHL securitization

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional

F-332

Beverage Packaging Holdings (Luxembourg) I S.A.

Notes to the financial statements — (Continued)

For the period ended December 31, 2011

financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes (Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

Income taxes

In May 2012, Evergreen submitted a refund claim to the IRS to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit.

Other

In January 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

On December 17, 2012, the Company reduced its share capital by $32 million and paid the same amount to its sole shareholder.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to December 31, 2011, which would require accrual or disclosure in these financial statements.

F-333

Beverage Packaging Holdings Group

Interim unaudited combined condensed financial statements

for the three and nine month periods ended

September 30, 2012 and September 30, 2011

F-334

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of comprehensive income

			For the three month period ended September 30,						For the nine month period ended September 30,
	Note		2012			2011*			2012			2011*
			(In $ million)
Revenue				3,454			3,069			10,357			8,279
Cost of sales				(2,804	)		(2,553	)		(8,429	)		(6,830	)
Gross profit				650			516			1,928			1,449
Other income		7		42			24			128			68
Selling, marketing and distribution expenses				(87	)		(98	)		(264	)		(266	)
General and administration expenses				(187	)		(143	)		(633	)		(436	)
Other expenses		8		(29	)		(78	)		(147	)		(224	)
Share of profit of associates and joint ventures, net of income tax				7			6			19			14
Profit from operating activities				396			227			1,031			605
Financial income		9		54			2			47			19
Financial expenses		9		(636	)		(523	)		(1,304	)		(1,086	)
Net financial expenses				(582	)		(521	)		(1,257	)		(1,067	)
Loss before income tax				(186	)		(294	)		(226	)		(462	)
Income tax benefit		10		86			7			128			67
Profit (loss) for the period				(100	)		(287	)		(98	)		(395	)
Other comprehensive income (loss) for the period, net of income tax
Exchange differences on translating foreign operations				1			48			41			(87	)
Total other comprehensive income (loss) for the period, net of income tax				1			48			41			(87	)
Total comprehensive income (loss) for the period				(99	)		(239	)		(57	)		(482	)
Profit (loss) attributable to:
Equity holder of the Group				(99	)		(287	)		(98	)		(396	)
Non-controlling interests				(1	)		—			—			1
				(100	)		(287	)		(98	)		(395	)
Total comprehensive income (loss) attributable to:
Equity holder of the Group				(98	)		(239	)		(57	)		(483	)
Non-controlling interests				(1	)		—			—			1
				(99	)		(239	)		(57	)		(482	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three and nine month periods ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited combined condensed statements of comprehensive income should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-335

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of financial position

	Note		As of September 30, 2012			As of December 31, 2011*
			(In $ million)
Assets
Cash and cash equivalents				1,807			597
Trade and other receivables				1,573			1,504
Inventories		11		1,736			1,764
Current tax assets				41			39
Assets held for sale				20			70
Derivatives				7			1
Other assets				84			65
Total current assets				5,268			4,040
Non-current receivables				50			55
Investments in associates and joint ventures				133			119
Deferred tax assets				26			29
Property, plant and equipment		12		4,368			4,546
Investment properties				32			29
Intangible assets		13		12,311			12,545
Derivatives				191			122
Other assets				184			150
Total non-current assets				17,295			17,595
Total assets				22,563			21,635
Liabilities
Bank overdrafts				3			3
Trade and other payables				1,874			1,749
Liabilities directly associated with assets held for sale				—			20
Borrowings		14		392			520
Current tax liabilities				114			161
Derivatives				5			16
Employee benefits				246			228
Provisions		15		92			98
Total current liabilities				2,726			2,795
Non-current payables				44			38
Borrowings		14		17,938			16,641
Deferred tax liabilities				1,340			1,548
Employee benefits				902			936
Provisions		15		131			134
Total non-current liabilities				20,355			19,297
Total liabilities				23,081			22,092
Net liabilities				(518	)		(457	)
Equity
Share capital				1,417			1,417
Reserves				(1,215	)		(1,256	)
Accumulated losses				(740	)		(640	)
Equity attributable to equity holder of the Group				(538	)		(479	)
Non-controlling interests				20			22
Total equity (deficit)				(518	)		(457	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited combined condensed statements of financial position should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-336

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of changes in equity

	Share capital		Translation of foreign operations			Other reserves			Accumulated losses			Equity attributable to equity holder of the Group			Non- controlling interests			Total
	(In $ million)
Balance at the beginning of the period (January 1, 2011)		1,417		330			(1,561	)		(211	)		(25	)		23			(2	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax*		—		—			—			(396	)		(396	)		1			(395	)
Foreign currency exchange translation reserve		—		(87	)		—			—			(87	)		—			(87	)
Total comprehensive income (loss) for the period*		—		(87	)		—			(396	)		(483	)		1			(482	)
Balance as of September 30, 2011*		1,417		243			(1,561	)		(607	)		(508	)		24			(484	)
Balance at the beginning of the period (January 1, 2012)*		1,417		305			(1,561	)		(640	)		(479	)		22			(457	)
Total comprehensive income (loss) for the period:
Profit (loss) after tax		—		—			—			(98	)		(98	)		—			(98	)
Foreign currency exchange translation reserve		—		41			—			—			41			—			41
Total comprehensive income (loss) for the period		—		41			—			(98	)		(57	)		—			(57	)
Purchase of non-controlling interest		—		—			—			(2	)		(2	)		(1	)		(3	)
Dividends paid to non-controlling interests		—		—			—			—			—			(1	)		(1	)
Balance as of September 30, 2012		1,417		346			(1,561	)		(740	)		(538	)		20			(518	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

The interim unaudited combined condensed statements of changes in equity should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-337

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of cash flows

	For the nine month period ended September 30,
	2012			2011
	(In $ million)
Cash flows from operating activities
Cash received from customers		10,321			8,021
Cash paid to suppliers and employees		(8,512	)		(7,161	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change of control and other acquisition costs		—			(84	)
Payment to related party for use of tax losses		(10	)		—
Net cash from operating activities		531			163
Cash flows used in investing activities
Acquisition of property, plant and equipment and investment properties		(427	)		(337	)
Proceeds from sale of property, plant and equipment, investment properties and other assets		30			17
Acquisition of intangible assets		(14	)		(10	)
Acquisition of businesses, net of cash acquired		(32	)		(2,048	)
Disposal of business, net of cash disposed		94			—
Pre-acquisition advance to Graham Packaging		—			(20	)
Interest received		4			4
Dividends received from joint ventures		6			6
Net cash used in investing activities		(339	)		(2,388	)
Cash flows from financing activities
Drawdown of loans and borrowings:
September 2012 Credit Agreement		2,623			—
September 2012 Senior Secured Notes		3,250			—
February 2012 Senior Notes		1,250			—
August 2011 Credit Agreement		—			4,666
August 2011 Notes		—			2,482
February 2011 Notes		—			2,000
2009 Credit Agreement		—			10
Other borrowings		26			6
Repayment of loans and borrowings:
2011 Credit Agreement		(4,573	)		(12	)
2009 Credit Agreement		—			(4,168	)
2009 Notes		(768	)		—
Graham Packaging Notes		(388	)		(1,935	)
Pactiv 2012 Notes		(249	)		—
Other borrowings		(48	)		(3	)
Payment of liabilities arising from the Graham Packaging acquisition(1)		—			(252	)
Payment of transaction costs		(98	)		(209	)
Payment of finance lease liabilities		(2	)		—
Related party borrowings		(23	)		25
Dividends paid to related parties and non-controlling interests		(2	)		(2	)
Net cash from financing activities		998			2,608
Net increase (decrease) in cash and cash equivalents		1,190			383
Cash and cash equivalents at the beginning of the period		594			652
Effect of exchange rate fluctuations on cash held		20			2
Cash and cash equivalents at the end of the period		1,804			1,037
Cash and cash equivalents comprise
Cash and cash equivalents		1,807			1,046
Bank overdrafts		(3	)		(9	)
Cash and cash equivalents at the end of the period		1,804			1,037

(1) Includes amounts paid under a pre-acquisition income tax receivable agreement with certain pre-IPO shareholders that required payment as a result of the acquisition.

The interim unaudited combined condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-338

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of cash flows — (Continued)

Reconciliation of the profit (loss) for the period with the net cash from operating activities

	For the nine month period ended September 30,
	2012			2011*
	(In $ million)
Profit (loss) for the period		(98	)		(395	)
Adjustments for:
Depreciation of property, plant and equipment		584			432
Depreciation of investment properties		—			1
Amortization of intangible assets		272			221
Asset impairment charges		33			10
Net foreign currency exchange loss		6			11
Change in fair value of derivatives		(19	)		25
Gain on sale of businesses		(66	)		(5	)
Net financial expenses		1,257			1,067
Share of profit of equity accounted investees		(19	)		(14	)
Income tax benefit		(128	)		(67	)
Interest paid		(1,083	)		(558	)
Income taxes (paid) refunded, net		(119	)		(55	)
Premium on extinguishment of loans and borrowings		(66	)		—
Change in trade and other receivables		(67	)		(100	)
Change in inventories		33			(327	)
Change in trade and other payables		54			77
Change in provisions and employee benefits		(27	)		(132	)
Change in other assets and liabilities		(16	)		(28	)
Net cash from operating activities		531			163

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Purchasing acquisition. Refer to note 2.5.

The interim unaudited combined condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-339

Beverage Packaging Holdings Group

Interim unaudited combined condensed statements of cash flows — (Continued)

Acquisitions and disposals of businesses

	For the nine month period ended September 30,
	2012						2011
	Acquisitions			Disposals			Acquisitions*			Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(32	)		80			(2,195	)		—
Net cash (bank overdraft) acquired (disposed of)		—			—			144			—
Cash received from the repayment of notes receivable for a previously disposed business		—			14			—			—
		(32	)		94			(2,051	)		—
Cash and cash equivalents, net of bank overdrafts		—			—			(144	)		—
Consideration subsequently received due to post-closing adjustments		—			—			3			—
Discharge of notes receivable relating to a previously disposed business		—			(14	)		—			—
Net assets (acquired) disposed of		(32	)		80			(2,192	)		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents		—			—			(149	)		—
Trade and other receivables		—			11			(361	)		—
Assets held for sale		—			—			(10	)		—
Derivative assets		—			—			(9	)		—
Current tax assets		—			—			(4	)		—
Inventories		—			15			(350	)		—
Deferred tax assets		—			—			(6	)		—
Property, plant and equipment		—			—			(1,526	)		—
Intangible assets (excluding goodwill)		—			—			(2,463	)		—
Goodwill		—			—			(1,754	)		—
Other current and non-current assets**		(30	)		7			(36	)		—
Investment in associates and joint venture		—			—			(1	)		—
Bank overdrafts		—			—			5			—
Trade and other payables		—			(13	)		720			—
Current tax liabilities		—			—			39			—
Borrowings		—			—			2,851			—
Deferred tax liabilities		—			—			629			—
Provisions and employee benefits		—			(6	)		233			—
Net assets (acquired) disposed of		(30	)		14			(2,192	)		—
Gain on acquisition		—			66			—			—
Non-controlling interests		(2	)		—			—			—
		(32	)		80			(2,192	)		—

Refer to note 18 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

** During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the relative size and the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated and was accounted for against other non-current assets in the Group’s consolidated financial statements.

The interim unaudited combined condensed statements of cash flows should be read in conjunction with the notes to the interim unaudited combined condensed financial statements.

F-340

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements

For the three and nine month periods ended September 30, 2012

1.    Reporting entity

Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”) and Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) are domiciled in Luxembourg and registered in the Luxembourg “Registre de Commerce et des Sociétiés.”

The interim unaudited combined condensed financial statements of Beverage Packaging Holdings Group (the “Group”) as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and September 30, 2011 comprise the combination of:

• BP I and its subsidiaries and their interests in associates and jointly controlled entities (the “BP I Group”); and

• BP II.

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of BP I and BP II is 6C, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.

2.    Basis of preparation

2.1    Statement of compliance

The interim unaudited combined condensed financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting.” The disclosures required in these interim unaudited combined condensed financial statements are less extensive than the disclosure requirements for annual financial statements. The December 31, 2011 statement of financial position as presented in the interim unaudited combined condensed financial statements was derived from the Group’s audited financial statements for the year ended December 31, 2011, but does not include the disclosures required by IFRS as issued by the IASB.

The interim unaudited combined condensed financial statements comprise the statements of comprehensive income, financial position, changes in equity and cash flows as well as the relevant notes to the interim unaudited combined condensed financial statements.

The interim unaudited combined condensed financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited combined condensed financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2     Going concern

The interim unaudited combined condensed financial statements have been prepared using the going concern assumption.

2.3     Basis of measurement

The interim unaudited combined condensed financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

F-341

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

• defined benefit pension plan net liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

2.4     Presentation currency

These interim unaudited combined condensed financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5     Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to the preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. The change in values of certain assets resulted in changes to depreciation and amortization expense recognized in the period since acquisition. Refer to note 18.1 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 3.1(a) of the financial statements of the Group for the year ended December 31, 2011, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
	(In $ million)
As of December 31, 2011
Current assets		4,049			(9	)		4,040
Non-current assets		17,563			32			17,595
Total assets		21,612			23			21,635
Current liabilities		2,791			4			2,795
Non-current liabilities		19,274			23			19,297
Total liabilities		22,065			27			22,092
Net liabilities		(453	)		(4	)		(457	)

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 18).

The finalization of the purchase accounting had an impact on certain previously published financial statements. For 2012, profit after tax decreased by $1 million for the three month period ended March 31 and increased by $1 million for the three month period ended June 30. For 2011, profit after tax decreased by $4 million for the three and nine month periods ended September 30. The changes in profit after tax are primarily due to changes in depreciation and amortization expense and the related tax impacts. The finalization of this purchase accounting had no effect on total other comprehensive income (loss), net of income tax, for the three and nine month periods ended September 30, 2011. The finalization of this purchase accounting had no effect on the Group’s statement of cash flows, EBITDA or Adjusted EBITDA for any period.

F-342

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

In connection with the integration of the acquired Pactiv operations into the Reynolds Consumer Products and Pactiv Foodservice segments, the Group has completed a number of internal reorganizations which now enable these segments to report inventory transfers as inter-segment revenue and cost of sales. As a result, the Group revised its policy for recording inventory transfers from the Pactiv Foodservice segment to the Reynolds Consumer Products segment to present the transfers as inter-segment revenue effective in the first quarter of 2012. Prior to this, inter-segment inventory transfers had been recorded within the combined businesses’ shared balance sheet and not as inter-segment revenue. To conform to the current period presentation, information with respect to business segment reporting as presented for the three and nine month periods ended September 30, 2011 has been revised for the Pactiv Foodservice segment. As a result of this revision, inter-segment revenue of the Pactiv Foodservice segment increased by $120 million and $380 million for the three and nine month periods ended September 30, 2011, respectively, with corresponding increases in the corporate inter-segment revenue elimination. The revision had no impact on segment gross profit, profit from operating activities, EBITDA, Adjusted EBITDA and net loss for the three and nine month periods ended September 30, 2011, and no impact on the interim unaudited combined condensed statement of cash flows for the nine month period ended September 30, 2011.

During the three month period ended June 30, 2012, the Group made an adjustment to correct for the overstatement of a deferred tax liability. The liability should have been offset against existing unrecognized deferred tax assets within the same jurisdiction from the date certain Luxembourg entities elected to file a consolidated return in the fourth quarter of 2010. The adjustment increased income tax benefit and net profit by $3 million for the nine month period ended September 30, 2012. The adjustment had no impact on EBITDA and Adjusted EBITDA for the three and nine month periods ended September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustment did not have a material impact on any current or previously reported financial statements.

During the three month period ended June 30, 2012, the SIG segment made two cumulative adjustments to correct for the accounting for costs incurred during the construction of aseptic filler machines. In the period since May 2007, certain period costs were inappropriately capitalized rather than expensed as incurred. In addition, $27 million of cumulative expenses incorrectly recognized in cost of sales have been reclassified into general and administration. The adjustments reduced the SIG segment’s and the Group’s net income and EBITDA by $4 million and $10 million, respectively, for the nine month period ended September 30, 2012. There was no impact on Adjusted EBITDA. The adjustments reduced non-current assets and net deferred tax liabilities by $7 million and $2 million, respectively, as of September 30, 2012 and had no impact on the statement of cash flows for the nine month period ended September 30, 2012. The adjustments did not have a material impact on any current or previously reported financial statements.

During the three month period ended September 30, 2011, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million in the three and nine month periods ended September 30, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of September 30, 2011. This adjustment had no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the three and nine month periods ended September 30, 2011, nor any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

2.6    Accounting policies and recently issued accounting pronouncements

The accounting policies applied by the Group in the interim unaudited combined condensed financial statements are consistent with those applied by the Group in its annual financial statements for the year ended December 31, 2011.

F-343

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Recently Issued Accounting Pronouncements

There have been no issued accounting pronouncements during the nine month period ended September 30, 2012 that significantly impact the Group.

As detailed in the Group’s financial statements for the year ended December 31, 2011, revised IAS 19 “Employee Benefits” will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

Other than the item noted above, there have been no material changes to any previously issued accounting pronouncements or to the Group’s evaluation of the related impact as disclosed by the Group in the annual financial statements for the year ended December 31, 2011.

3.    Use of estimates and judgments

In the preparation of the interim unaudited combined condensed financial statements, the Directors and management have made certain estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

3.1    Impairment of assets

(a)    Goodwill and indefinite life intangible assets

Goodwill and indefinite life intangibles are tested for impairment on an annual basis or when there is an indication of impairment. Determining whether goodwill and indefinite life intangible assets are impaired requires estimation of the recoverable values of the cash generating units (“CGU”) to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the CGU being reviewed). Significant judgment is involved in estimating the fair value of a CGU. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.

The determination of the existence of an indicator of impairment requires significant judgment. When completing this evaluation, the Group considers a range of factors that influence the future maintainable earnings of the CGU. External factors considered include items such as changes in the technological, market, economic or legal environment in which the CGU operates. Internal factors include items such as operating efficiencies and cost structure that impact net cash flows or operating profit.

F-344

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Upon finalization of purchase accounting and final allocation of goodwill to the Graham Packaging segment, the Group performed an initial impairment analysis with respect to the carrying value of goodwill for the Graham Packaging segment. As a result of this initial test, which was completed within one year of the anniversary of the acquisition, no impairment charge was identified.

(b)    Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

3.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

3.3    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than 12 months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment.

The determination of fair value of acquired identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.1(a) of the annual financial statements of the Group for the year ended December 31, 2011, any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition.

4.    Seasonality and Working Capital Fluctuations

Our business is impacted by seasonal fluctuations.

SIG

SIG’s operations are moderately seasonal. SIG’s customers are principally engaged in providing products such as beverages and food that are generally less sensitive to seasonal effects, although SIG experiences some seasonality as a result of increased consumption of juices and tea during the summer months in Europe. SIG therefore typically experiences a greater level of carton sleeve sales in the second and third quarters. Sales in the fourth quarter can increase due to additional purchases by customers prior to the end of the year to achieve annual volume rebates that SIG offers.

Evergreen

Evergreen’s operations are moderately seasonal. Evergreen’s customers are principally engaged in providing products that are generally less sensitive to seasonal effects, although Evergreen does experience some

F-345

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

seasonality as a result of increased consumption of milk by school children during the North American academic year. Evergreen therefore typically experiences a greater level of carton product sales in the first and fourth quarters when North American schools are in session.

Closures

Closures’ operations are moderately seasonal. Closures experiences some seasonality as a result of increased consumption of bottled beverages during the summer months. In order to avoid capacity shortfalls in the summer months, Closures’ customers typically begin building inventories in advance of the summer season. Therefore, Closures typically experiences a greater level of closure sales in the second and third quarters in the Northern Hemisphere, which represented 83% of Closures’ total revenue in 2011, and in the fourth and first quarters in the Southern Hemisphere, which represented 17% of Closures’ total revenue in 2011.

Reynolds Consumer Products

Reynolds Consumer Products’ operations are moderately seasonal based on the different product lines. Sales of cooking products are typically higher in the fourth quarter of the year, primarily due to the holiday season. Sales of waste and storage products are typically higher in the second half of the year.

Pactiv Foodservice

Pactiv Foodservice’s operations are moderately seasonal, peaking during the summer and fall months in the Northern Hemisphere when the favorable weather, harvest, and the holiday season lead to increased consumption. Pactiv Foodservice therefore typically experiences a greater level of sales in the second through fourth quarters.

Graham Packaging

Graham Packaging’s operations are slightly seasonal with higher levels of unit volume sales in the second and third quarters. Graham Packaging experiences some seasonality of bottled beverages during the summer months, most significantly in North America. Typically the business begins to build inventory in the first and early second quarters to prepare for the summer demand.

5.    Financial risk management

5.1    Financial risk factors

Exposure to market risk (including currency risk, interest rate risk and commodity prices), credit risk and liquidity risk arises in the normal course of the Group’s business. During the nine month period ended September 30, 2012, the Group continued to apply the risk management objectives and policies which were disclosed in the annual financial statements of the Group for the year ended December 31, 2011.

The interim unaudited combined condensed financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2011.

5.2    Liquidity risk

As described in note 14, during the nine month period ended September 30, 2012, the Group issued the February 2012 Senior Notes, the September 2012 Senior Secured Notes, and refinanced the August 2011 Credit

F-346

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Agreement. As a result of the notes issuance and other changes in borrowings, the Group’s contractual cash flows related to total borrowings as of September 30, 2012 are as follows:

	Total debt and interest		Less than one year		One to three years		Three to five years		Greater than five years
	(In $ million)
As of September 30, 2012*		27,916		1,646		2,733		4,702		18,835
As of December 31, 2011*		26,635		1,878		3,453		5,841		15,463

* The interest rates on the floating rate debt balances have been assumed to be the same as the rates as of September 30, 2012 and December 31, 2011, respectively.

Trade and other payables that are due for payment in less than one year were $1,874 million and $1,749 million as of September 30, 2012 and December 31, 2011, respectively.

Refer to note 20 for additional changes in the contractual cash flows of the Group’s other financial liabilities.

5.3    Fair value measurements recognized in the statements of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs)

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of September 30, 2012
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		2			—		2
Embedded derivatives		—		191			—		191
Total		—		193			—		193
As of December 31, 2011
Financial assets and liabilities at fair value through profit or loss
Derivative financial assets (liabilities)
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107

There were no transfers between any levels during the nine month period ended September 30, 2012. There have been no changes in the classifications of financial instruments as a result of a change in the purpose or use of these assets.

F-347

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

6.    Segment reporting

The Group’s reportable business segments are as follows:

• SIG — SIG is a manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

• Closures — Closures is a manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

• Reynolds Consumer Products — Reynolds Consumer Products is a U.S. manufacturer of branded and store branded consumer products such as aluminum foil, wraps, waste bags, food storage bags, and disposable tableware and cookware.

• Pactiv Foodservice — Pactiv Foodservice is a manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers.

• Graham Packaging — Graham Packaging manufactures value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 18).

The Chief Operating Decision Maker does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses and income tax benefit and expense.

The performance of the operating segments is assessed by the Chief Operating Decision Maker based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income or expense, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write-downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s-length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products and Reynolds Consumer Products’ sales to Pactiv Foodservice which are sold at cost.

F-348

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Business segment reporting

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate/ unallocated*			Total
	(In $ million)
Total external revenue		519			395			320			615			859			746			—			3,454
Total inter-segment revenue		—			23			3			36			112			—			(174	)		—
Total segment revenue		519			418			323			651			971			746			(174	)		3,454
Gross profit		131			59			65			175			150			67			3			650
Expenses and other income		(31	)		(16	)		(31	)		(48	)		(79	)		(57	)		1			(261	)
Share of profit of associates and joint ventures		7			—			—			—			—			—			—			7
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Financial income																							54
Financial expenses																							(636	)
Loss before income tax																							(186	)
Income tax benefit																							86
Loss after income tax																							(100	)
Earnings before interest and tax (“EBIT”)		107			43			34			127			71			10			4			396
Depreciation and amortization		51			14			18			33			75			97			—			288
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52			160			146			107			4			684

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-349

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate/ unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		158			57			52		160			146			107		4			684
Included in EBITDA:
Asset impairment charges		—			—			—		—			6			3		—			9
Business acquisition and integration costs		—			—			—		—			2			5		—			7
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(5	)		—			—		—			—			—		—			(5	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			1			—		—			1
Non-cash pension income		—			—			—		—			—			—		(12	)		(12	)
Operational process engineering-related consultancy costs		—			—			—		1			3			—		5			9
Restructuring costs (recoveries)		—			1			—		—			2			1		(1	)		3
SEC registration costs		—			—			—		—			—			—		1			1
Unrealized gain on derivatives		(8	)		(1	)		—		(15	)		(1	)		—		—			(25	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		—			—			1		—			(3	)		—		—			(2	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		144			57			54		146			156			116		(3	)		670

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-350

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging			Corporate/ unallocated*			Total
	(In $ million)
Total external revenue		1,506			1,175			956			1,816			2,547			2,357			—			10,357
Total inter-segment revenue		—			61			10			77			358			—			(506	)		—
Total segment revenue		1,506			1,236			966			1,893			2,905			2,357			(506	)		10,357
Gross profit		380			172			182			502			463			228			1			1,928
Expenses and other income		(198	)		(45	)		(93	)		(178	)		(194	)		(197	)		(11	)		(916	)
Share of profit of associates and joint ventures		18			1			—			—			—			—			—			19
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Financial income																							47
Financial expenses																							(1,304	)
Loss before income tax																							(226	)
Income tax benefit																							128
Loss after income tax																							(98	)
Earnings before interest and tax (“EBIT”)		200			128			89			324			269			31			(10	)		1,031
Depreciation and amortization		162			42			54			97			213			288			—			856
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143			421			482			319			(10	)		1,887

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-351

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2012
	SIG			Evergreen			Closures		Reynolds Consumer Products			Pactiv Foodservice			Graham Packaging		Corporate/ unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		362			170			143		421			482			319		(10	)		1,887
Included in EBITDA:
Asset impairment charges		—			—			—		—			11			15		—			26
Business acquisition and integration costs		—			—			—		2			18			14		3			37
Business interruption costs (recoveries)		—			—			1		—			—			—		—			1
Equity method profit not distributed in cash		(12	)		—			—		—			—			—		—			(12	)
Fixed asset write-down		10			—			—		—			—			—		—			10
Gain on sale of businesses		—			—			—		—			(66	)		—		—			(66	)
Manufacturing plant fire, net of insurance recoveries		—			—			—		—			11			—		—			11
Non-cash inventory charge		—			—			—		3			6			—		—			9
Non-cash pension income		—			—			—		—			—			—		(37	)		(37	)
Operational process engineering-related consultancy costs		1			—			—		1			11			—		5			18
Restructuring costs (recoveries)		19			1			1		—			3			25		(1	)		48
SEC registration costs		—			—			—		—			—			—		7			7
Unrealized (gain) loss on derivatives		(2	)		(3	)		1		(11	)		(2	)		—		—			(17	)
VAT and customs duties on historical imports		(1	)		—			—		—			—			—		—			(1	)
Other		(1	)		—			1		—			(5	)		—		—			(5	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		376			168			147		416			469			373		(33	)		1,916
Segment assets as of September 30, 2012		3,219			2,334			1,886		5,094			6,194			5,669		(1,833	)		22,563

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-352

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate/ unallocated*†			Total
	(In $ million)
Total external revenue		512			405			352			613			931			256			—			3,069
Total inter-segment revenue		—			13			3			13			130			—			(159	)		—
Total segment revenue		512			418			355			626			1,061			256			(159	)		3,069
Gross profit		99			66			59			144			152			(1	)		(3	)		516
Expenses and other income		(61	)		(14	)		(27	)		(78	)		(103	)		(29	)		17			(295	)
Share of profit of associates and joint ventures		5			1			—			—			—			—			—			6
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Financial income																							2
Financial expenses																							(523	)
Loss before income tax																							(294	)
Income tax benefit																							7
Loss after income tax																							(287	)
Earnings before interest and tax (“EBIT”)		43			53			32			66			49			(30	)		14			227
Depreciation and amortization		67			15			20			39			75			32			—			248
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		110			68			52			105			124			2			14			475

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the three month period ended September 30, 2011 has been revised to conform to the presentation of the three month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-353

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the three month period ended September 30, 2011‡
	SIG			Evergreen			Closures		Reynolds Consumer Products		Pactiv Foodservice†		Graham Packaging		Corporate/ unallocated*†			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		110			68			52		105		124		2		14			475
Included in EBITDA:
Asset impairment charges		—			—			—		—		4		—		—			4
Business acquisition and integration costs		—			—			—		3		15		1		2			21
Business interruption costs		2			—			—		—		—		—		—			2
Change of control payments		—			—			—		—		—		12		—			12
Equity method profit not distributed in cash		(3	)		(1	)		—		—		—		—		—			(4	)
Gain on modification of plan benefits		—			—			—		—		—		—		(18	)		(18	)
Impact of purchase price accounting on inventories		—			—			—		—		—		26		—			26
Non-cash pension income		—			—			—		1		1		—		(6	)		(4	)
Operational process engineering-related consultancy costs		—			—			—		10		3		—		—			13
Restructuring costs		—			—			2		2		7		—		1			12
SEC registration costs		—			—			—		—		—		—		1			1
Unrealized loss on derivatives		—			1			2		12		2		—		—			17
VAT and customs duties on historical imports		6			—			—		—		—		—		—			6
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		115			68			56		133		156		41		(6	)		563

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the three month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the three month period ended September 30, 2011 has been revised to conform to the presentation of the three month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-354

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging			Corporate/ unallocated*†			Total
	(In $ million)
Total external revenue		1,498			1,168			1,017			1,808			2,532			256			—			8,279
Total inter-segment revenue		—			29			9			43			407			—			(488	)		—
Total segment revenue		1,498			1,197			1,026			1,851			2,939			256			(488	)		8,279
Gross profit		309			161			161			427			395			(1	)		(3	)		1,449
Expenses and other income		(185	)		(43	)		(69	)		(214	)		(307	)		(29	)		(11	)		(858	)
Share of profit of associates and joint ventures		13			1			—			—			—			—			—			14
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(14	)		605
Financial income																							19
Financial expenses																							(1,086	)
Loss before income tax																							(462	)
Income tax benefit																							67
Loss after income tax																							(395	)
Earnings before interest and tax (“EBIT”)		137			119			92			213			88			(30	)		(14	)		605
Depreciation and amortization		193			45			58			112			214			32			—			654
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2			(14	)		1,259

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-355

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	For the nine month period ended September 30, 2011‡
	SIG			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice†			Graham Packaging		Corporate/ unallocated*†			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		330			164			150			325			302			2		(14	)		1,259
Included in EBITDA:
Asset impairment charges		4			—			—			—			6			—		—			10
Business acquisition and integration costs		—			—			—			3			27			1		25			56
Business interruption costs (recoveries)		2			—			1			(1	)		—			—		—			2
Change of control payments		—			—			—			—			—			12		—			12
Equity method profit not distributed in cash		(7	)		(2	)		—			—			—			—		—			(9	)
Gain on modification of plan benefits		—			—			—			—			—			—		(18	)		(18	)
Gain on sale of businesses		—			—			(5	)		—			—			—		—			(5	)
Impact of purchase price accounting on inventories		—			—			—			—			6			26		—			32
Non-cash inventory charge		—			—			—			1			2			—		—			3
Non-cash pension expense (income)		—			—			—			2			3			—		(36	)		(31	)
Operational process engineering-related consultancy costs		—			—			—			19			12			—		3			34
Restructuring costs		1			—			3			11			46			—		19			80
SEC registration costs		—			—			—			—			—			—		2			2
Unrealized loss on derivatives		—			—			1			22			3			—		—			26
VAT and customs duties on historical imports		6			—			—			—			—			—		—			6
Other		—			—			—			—			(1	)		—		—			(1	)
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		336			162			150			382			406			41		(19	)		1,458
Segment assets as of December 31, 2011‡		3,218			1,398			1,774			4,916			5,892			5,755		(1,318	)		21,635

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the nine month period ended September 30, 2011 and as of December 31, 2011 have been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.5.

† The inter-segment revenue for the nine month period ended September 30, 2011 has been revised to conform to the presentation of the nine month period ended September 30, 2012. Refer to note 2.5.

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-356

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

7.    Other income

	For the three month period ended September 30,				For the  nine month period ended September 30,
	2012		2011		2012		2011
	(In $ million)
Gain on sale of businesses		—		—		66		5
Income from facility management		—		3		1		9
Income from miscellaneous services		2		—		6		—
Rental income from investment properties		—		2		1		5
Royalty income		1		2		3		3
Sale of by-products		6		8		19		23
Unrealized gains on derivatives		25		—		17		—
Other		8		9		15		23
Total other income		42		24		128		68

During the nine month period ended September 30, 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

8.    Other expenses

	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Asset impairment charges		(9	)		(4	)		(26	)		(10	)
Business acquisition and integration costs		(7	)		(21	)		(37	)		(56	)
Business interruption costs		(1	)		(2	)		(1	)		(2	)
Loss on sale of property, plant and equipment		(3	)		—			—			—
Manufacturing plant fire, net of insurance recoveries		—			—			(10	)		—
Net foreign currency exchange loss		(1	)		(3	)		(6	)		(10	)
Operational process engineering-related consultancy costs		(4	)		(13	)		(13	)		(34	)
Restructuring costs		(3	)		(12	)		(47	)		(80	)
SEC registration costs		(1	)		(1	)		(7	)		(2	)
Unrealized losses on derivatives		—			(17	)		—			(26	)
VAT and customs duties on historical imports		—			(6	)		1			(6	)
Other		—			1			(1	)		2
Total other expenses		(29	)		(78	)		(147	)		(224	)

F-357

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

9.    Financial income and expenses

		For the three month period ended September 30,						For the nine month period ended September 30,
	Note	2012			2011			2012			2011
	(In $ million)
Interest income			2			2			5			5
Net gain in fair values of derivatives			—			—			40			—
Net foreign currency exchange gain			52			—			2			14
Financial income			54			2			47			19
Interest expense:
August 2011 Credit Agreement			(73	)		(45	)		(225	)		(90	)
2009 Credit Agreement			—			—			—			(29	)
February 2012 Senior Notes			(14	)		—			(60	)		—
August 2011 Notes			(72	)		(31	)		(180	)		(31	)
February 2011 Notes			(38	)		(38	)		(116	)		(101	)
October 2010 Notes			(62	)		(60	)		(191	)		(181	)
May 2010 Senior Notes			(21	)		(22	)		(67	)		(65	)
2009 Senior Secured Notes			(33	)		(38	)		(99	)		(111	)
2007 Notes			(24	)		(28	)		(75	)		(83	)
Pactiv 2012 Notes			—			(4	)		(3	)		(11	)
Pactiv 2017 Notes			(6	)		(6	)		(18	)		(18	)
Pactiv 2018 Notes			—			—			(1	)		(1	)
Pactiv 2025 Notes			(5	)		(5	)		(16	)		(16	)
Pactiv 2027 Notes			(4	)		(4	)		(12	)		(12	)
Graham Packaging 2014 Notes			—			(3	)		(7	)		(3	)
Graham Packaging 2017 Notes			—			(2	)		—			(2	)
Graham Packaging 2018 Notes			—			(2	)		—			(2	)
Related party borrowings			—			—			(1	)		(1	)
Amortization of:
Debt issuance costs:
August 2011 Credit Agreement			(2	)		(1	)		(6	)		(2	)
February 2012 Senior Notes			(1	)		—			(2	)		—
August 2011 Notes			(2	)		(1	)		(5	)		(1	)
February 2011 Notes			(1	)		(1	)		(2	)		(2	)
October 2010 Notes			(3	)		(2	)		(7	)		(7	)
May 2010 Senior Notes			(1	)		(1	)		(3	)		(2	)
2009 Senior Secured Notes			(2	)		(2	)		(6	)		(6	)
2007 Notes			(1	)		(1	)		(3	)		(3	)
Fair value adjustment on acquired notes			1			3			2			7
Original issue discounts(a)			(2	)		(1	)		(6	)		(2	)
Embedded derivatives			3			2			6			5
Debt commitment letter fees(c)			—			(43	)		—			(68	)
Credit agreement amendment fees			—			(11	)		—			(11	)
Net loss in fair values of derivatives			(83	)		(25	)		—			(95	)
Net foreign currency exchange loss			—			(138	)		—			—
Loss on extinguishment of debt(a)			(158	)		(5	)		(159	)		(129	)
Fair value adjustment on the 2009 Senior Secured Notes (Dollar)(b)			(26	)		—			(26	)		—
Other			(6	)		(8	)		(16	)		(13	)
Financial expenses			(636	)		(523	)		(1,304	)		(1,086	)
Net financial expenses			(582	)		(521	)		(1,257	)		(1,067	)

F-358

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(a) Loss on extinguishment of debt includes early repayment penalties and the write-off of unamortized transactions costs.

(b) The fair value adjustment on the remaining 2009 Senior Secured Notes (Dollar) includes a $13 million redemption premium and $13 million of accelerated amortization of transaction costs.

(c) A debt commitment letter to fund the Graham Packaging acquisition (refer to note 18) resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed the full amount of the fees during the nine month period ended September 30, 2011.

Refer to note 14 for information on the Group’s borrowings.

10.    Income tax

	For the three  month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011
	(In $ million)
Reconciliation of effective tax rate
Loss before income tax		(186	)		(294	)		(226	)		(462	)
Income tax benefit using the New Zealand tax rate of 28%		52			82			63			129
Effect of tax rate differences in foreign jurisdictions		26			12			40			37
Effect of tax rates in state and local tax		4			4			3			8
Non-deductible expenses and permanent differences		27			(43	)		(6	)		(50	)
Withholding tax		(4	)		(1	)		(15	)		(10	)
Tax benefit of alternative fuel mixture credits		—			—			96			—
Tax rate modifications		1			3			—			—
Recognition of previously unrecognized tax losses and temporary differences		—			(6	)		—			1
Unrecognized tax losses and temporary differences		(24	)		(47	)		(63	)		(48	)
Tax uncertainties		3			4			7			3
Controlled foreign corporation tax		—			(1	)		—			(1	)
Other		—			(1	)		2			(2	)
Over (under) provided in prior periods		1			1			1			—
Total income tax benefit		86			7			128			67

In May 2012, the Evergreen segment submitted a refund claim to the Internal Revenue Service (“IRS”) to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit in the nine month period ended September 30, 2012. The Group’s current income tax receivable increased by $13 million and net U.S. deferred tax liability decreased by $83 million as a result of the recognition of this tax benefit.

F-359

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

11.    Inventories

	As of September 30, 2012			As of December 31, 2011
	(In $ million)
Raw materials and consumables		481			556
Work in progress		215			227
Finished goods		959			898
Engineering and maintenance materials		149			152
Provision against inventories		(68	)		(69	)
Total inventories		1,736			1,764

During the three and nine month periods ended September 30, 2012, the raw materials elements of inventory recognized as a component of cost of sales totaled $1,553 million and $4,752 million, respectively (three and nine month periods ended September 30, 2011: $1,418 million and $3,762 million, respectively).

12.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in progress		Leased assets lessor			Finance leased assets			Total
	(In $ million)
Cost		235			1,029			4,342			351		391			25			6,373
Accumulated depreciation		—			(249	)		(1,535	)		—		(195	)		(3	)		(1,982	)
Accumulated impairment losses		—			(2	)		(21	)		—		—			—			(23	)
Balance as of September 30, 2012		235			778			2,786			351		196			22			4,368
Cost		239			1,019			4,041			341		334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—		(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—		—			—			(6	)
Balance as of December 31, 2011		237			841			2,925			341		178			24			4,546

The total depreciation charge of $201 million and $584 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $195 million, nine month period: $565 million), selling, marketing and distribution expenses (three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $16 million). The total depreciation charge of $166 million and $432 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $160 million, nine month period: $414 million), selling, marketing and distribution expenses (three month period: $1 million, nine month period: $3 million) and general and administration expenses (three month period: $5 million, nine month period: $15 million).

During the three and nine month periods ended September 30, 2012, $4 million and $25 million, respectively, of impairment charges were recognized (three and nine month periods ended September 30, 2011: $4 million and $6 million, respectively).

F-360

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

The Group leases plant and equipment under finance leases. The leased plant and equipment secures the lease obligations.

Refer to note 14 for details of security granted over property, plant and equipment and other assets.

13.    Intangible assets

	Goodwill		Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
Cost		6,313		2,060			3,777			883			218			13,251
Accumulated amortization		—		(33	)		(619	)		(192	)		(94	)		(938	)
Accumulated impairment losses		—		—			—			—			(2	)		(2	)
Balance as of September 30, 2012		6,313		2,027			3,158			691			122			12,311
Cost		6,297		2,058			3,768			1,082			241			13,446
Accumulated amortization		—		(24	)		(447	)		(321	)		(109	)		(901	)
Balance as of December 31, 2011		6,297		2,034			3,321			761			132			12,545

The total amortization charge of $87 million and $272 million for the three and nine month periods ended September 30, 2012, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $27 million, nine month period: $80 million) and general and administration expenses (three month period: $60 million, nine month period: $192 million). The total amortization charge of $82 million and $221 million for the three and nine month periods ended September 30, 2011, respectively, is recognized in the statements of comprehensive income as a component of cost of sales (three month period: $24 million, nine month period: $66 million) and general and administration expenses (three month period: $58 million, nine month period: $155 million).

13.1    Impairment testing for CGUs containing indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangible assets with indefinite useful lives and are therefore not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired. There were no indicators of impairment as of September 30, 2012.

At December 31, 2011, the Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group did perform procedures to determine whether there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

As of September 30, 2012, the goodwill and indefinite life identifiable intangible assets acquired as a result of the Graham Packaging acquisition have been finalized, including the allocation of $140 million of goodwill to other business segments from the procurement synergies as a result of integrating the Graham Packaging business into the Group (refer to note 18).

F-361

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

The Group was required to perform an initial impairment analysis with respect to the carrying value of goodwill and other identifiable intangible assets with indefinite useful lives within the one year anniversary of the acquisition. As a result of this analysis, there was no impairment in respect of the allocated goodwill or indefinite life identifiable intangible assets.

The impairment testing for Graham Packaging’s goodwill and indefinite life identifiable intangible assets was performed by comparing the segment’s estimated fair value less cost to sell to the carrying value of net assets. The estimated fair value was determined using forecasted Adjusted EBITDA expected to be generated multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and were based on both external and internal sources. The forecasted Adjusted EBITDA was prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. In order to achieve the synergies and cost savings included in the forecasted Adjusted EBITDA, the Group expects to incur cash outlays of approximately $75 million by the end of 2013, of which $36 million have been incurred from the date of acquisition through September 30, 2012. The forecasted Adjusted EBITDA was subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiple applied was 8.5x. Costs to sell were estimated to be 2% of the fair value. No impairment charge was incurred as a result of such test.

If the forecasted Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 9% lower than those used in the impairment assessment, no impairment would need to be recognized.

The Group also performed procedures to determine whether there were any indicators that the goodwill from other business segments was impaired as a result of the allocation from the procurement synergies resulting from the Graham Packaging acquisition. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included the reviews of the business segment’s financial position and Adjusted EBITDA performance against the forecast used in the goodwill impairment analysis as of December 31, 2011. The assessments concluded that no impairment triggers existed in other business segments and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of September 30, 2012.

F-362

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

14.    Borrowings

	Note		As of September 30, 2012		As of December 31, 2011
			(In $ million)
September 2012 Credit Agreement(a)(w)				26		—
2009 Senior Secured Notes(l)(y)				360		—
August 2011 Credit Agreement(b)(x)				—		247
Pactiv 2012 Notes(o)(aa)				—		253
Other borrowings(ac)				6		20
Current borrowings				392		520
September 2012 Credit Agreement(a)(w)				2,584		—
August 2011 Credit Agreement(b)(x)				—		4,243
September 2012 Senior Secured Notes(c)(y)				3,221		—
February 2012 Senior Notes(d)(y)				9		—
August 2011 Senior Secured Notes(e)(y)				1,470		1,468
August 2011 Senior Notes(f)(y)				2,188		972
February 2011 Senior Secured Notes(g)(y)				997		999
February 2011 Senior Notes(h)(y)				995		993
October 2010 Senior Secured Notes(i)(y)				1,475		1,473
October 2010 Senior Notes(j)(y)				1,469		1,466
May 2010 Senior Notes(k)(y)				983		980
2009 Senior Secured Notes(l)(y)				571		1,642
2007 Senior Notes(m)(z)				609		606
2007 Senior Subordinated Notes(n)(z)				531		530
Pactiv 2017 Notes(p)(aa)				312		314
Pactiv 2018 Notes(q)(aa)				17		17
Pactiv 2025 Notes(r)(aa)				269		269
Pactiv 2027 Notes(s)(aa)				197		197
Graham Packaging 2014 Notes(t)(ab)				—		367
Graham Packaging 2017 Notes(u)(ab)				—		14
Graham Packaging 2018 Notes(v)(ab)				—		19
Related party borrowings		17		16		39
Other borrowings(ac)				25		33
Non-current borrowings				17,938		16,641
Total borrowings				18,330		17,161

F-363

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September  30, 2012			As of December  31, 2011
	(In $ million)
(a) September 2012 Credit Agreement (current and non-current)		2,623			—
Debt issuance costs		(13	)		—
Carrying amount		2,610			—
(b) August 2011 Credit Agreement (current and non-current)		—			4,574
Debt issuance costs		—			(65	)
Original issue discount		—			(19	)
Carrying amount		—			4,490
(c) September 2012 Senior Secured Notes		3,250			—
Debt issuance costs		(51	)		—
Embedded derivative		22			—
Carrying amount		3,221			—
(d) February 2012 Senior Notes		9			—
Debt issuance costs		—			—
Embedded derivative		—			—
Carrying amount		9			—
(e) August 2011 Senior Secured Notes		1,500			1,500
Debt issuance costs		(31	)		(33	)
Original issue discount		(10	)		(11	)
Embedded derivative		11			12
Carrying amount		1,470			1,468
(f) August 2011 Senior Notes		2,241			1,000
Debt issuance costs		(58	)		(27	)
Original issue discount		(6	)		(7	)
Embedded derivative		11			6
Carrying amount		2,188			972
(g) February 2011 Senior Secured Notes		1,000			1,000
Debt issuance costs		(14	)		(15	)
Embedded derivative		11			14
Carrying amount		997			999
(h) February 2011 Senior Notes		1,000			1,000
Debt issuance costs		(15	)		(17	)
Embedded derivative		10			10
Carrying amount		995			993

F-364

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September  30, 2012			As of December  31, 2011
	(In $ million)
(i) October 2010 Senior Secured Notes		1,500			1,500
Debt issuance costs		(33	)		(35	)
Embedded derivative		8			8
Carrying amount		1,475			1,473
(j) October 2010 Senior Notes		1,500			1,500
Debt issuance costs		(39	)		(43	)
Embedded derivative		8			9
Carrying amount		1,469			1,466
(k) May 2010 Senior Notes		1,000			1,000
Debt issuance costs		(25	)		(28	)
Embedded derivative		8			8
Carrying amount		983			980
(l) 2009 Senior Secured Notes (current and non-current)		930			1,707
Debt issuance costs		(8	)		(59	)
Original issue discount		(5	)		(17	)
Embedded derivative		1			11
Redemption premium		13			—
Carrying amount		931			1,642
(m) 2007 Senior Notes		621			621
Debt issuance costs		(12	)		(15	)
Carrying amount		609			606
(n) 2007 Senior Subordinated Notes		543			544
Debt issuance costs		(12	)		(14	)
Carrying amount		531			530
(o) Pactiv 2012 Notes		—			249
Fair value adjustment at acquisition		—			4
Carrying amount		—			253
(p) Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		12			14
Carrying amount		312			314
(q) Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17

F-365

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	As of September  30, 2012			As of December  31, 2011
	(In $ million)
(r) Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269
(s) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(t) Graham Packaging 2014 Notes		—			355
Fair value adjustment at acquisition		—			5
Embedded derivative		—			7
Carrying amount		—			367
(u) Graham Packaging 2017 Notes		—			14
Carrying amount		—			14
(v) Graham Packaging 2018 Notes		—			19
Carrying amount		—			19

(w)    September 2012 Credit Agreement

Reynolds Group Holdings Limited (“RGHL”) and certain members of the Group are parties to an amended and restated senior secured credit agreement dated September 28, 2012 (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement (as defined below). The September 2012 Credit Agreement comprises the following term and revolving tranches:

	Currency	Maturity date		Original facility value		Value drawn or utilized  at September 30, 2012		Applicable interest rate as of September 30, 2012
				(In million)
Term Tranches
U.S. Term Loan	$		September 28, 2018		2,235		2,235		4.750	%
European Term Loan	€		September 28, 2018		300		300		5.000	%
Revolving Tranches(1)
Revolving Tranche	$		November 5, 2014		120		78		—
Revolving Tranche	€		November 5, 2014		80		15		—

(1) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, $2,235 million and €300 million of term loans were drawn under the September 2012 Credit Agreement. These proceeds, together with a portion of the proceeds of the September 2012 Senior

F-366

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Secured Notes (as defined below) and available cash of the Group, were used to fully repay and extinguish the remaining Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The remaining proceeds will be used for general corporate purposes.

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the September 2012 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the September 2012 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Senior Secured Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes, the August 2011 Senior Secured Notes and the September 2012 Senior Secured Notes (each as defined below, and together the “Secured Notes”).

Indebtedness under the September 2012 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing with the proceeds of secured term loans and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans commencing with the quarter ending December 31, 2012. Beginning with the fiscal year ending December 31, 2013, the borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured first lien leverage ratio is met) as determined in accordance with the September 2012 Credit Agreement.

The September 2012 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the September 2012 Credit Agreement. RGHL and the Group also have a maximum senior secured first lien leverage ratio covenant. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 33.3% or less of the adjusted consolidated total assets of RGHL and its subsidiaries, and the aggregate of the EBITDA of the non-guarantor companies is required to be 33.3% or less of the consolidated EBITDA of RGHL and its subsidiaries, in each case calculated in accordance with the September 2012 Credit Agreement and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of September 30, 2012, RGHL and the Group were in compliance with all of the covenants.

(x)    August 2011 Credit Agreement

RGHL and certain members of the Group were parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as previously defined in the Group’s financial statements for the year ended December 31, 2011). For the period January 1, 2012 until the refinancing of the August 2011 Credit Agreement on September 28, 2012, the applicable interest rates for the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement were 6.50%, 6.50% and 6.75%, respectively.

F-367

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(y)    Notes outstanding

Certain of the Group’s borrowings as of September 30, 2012 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the “Reynolds Issuers”) are defined and summarized below:

	Currency	Issue date	Principal amounts issued		Interest rate			Maturity date	Semi-annual interest payment dates
	(In million)
September 2012 Senior Secured Notes	$	September 28, 2012		3,250		5.750	%	October 15, 2020	April 15 and October 15; commencing April 15, 2013
February 2012 Senior Notes(1)	$	February 15, 2012		9		9.875	%	August 15, 2019	February 15 and August 15
August 2011 Senior Secured Notes	$	August 9, 2011		1,500		7.875	%	August 15, 2019	February 15 and August 15
August 2011 Senior Notes(1)	$	August 9, 2011		2,241		9.875	%	August 15, 2019	February 15 and August 15
February 2011 Senior Secured Notes	$	February 1, 2011		1,000		6.875	%	February 15, 2021	February 15 and August 15
February 2011 Senior Notes	$	February 1, 2011		1,000		8.250	%	February 15, 2021	February 15 and August 15
October 2010 Senior Secured Notes	$	October 15, 2010		1,500		7.125	%	April 15, 2019	April 15 and October 15
October 2010 Senior Notes	$	October 15, 2010		1,500		9.000	%	April 15, 2019	April 15 and October 15
May 2010 Senior Notes	$	May 4, 2010		1,000		8.500	%	May 15, 2018	May 15 and November 15
2009 Senior Secured Notes (Dollar)(2)	$	November 5, 2009		348		7.750	%	October 15, 2016	April 15 and October 15
2009 Senior Secured Notes (Euro)	€	November 5, 2009		450		7.750	%	October 15, 2016	April 15 and October 15

(1) Refer to “Additional information regarding the Notes” below for details of the exchange offer for the February 2012 Senior Notes and changes in the outstanding principal amount of the February 2012 Senior Notes and August 2011 Senior Notes.

(2) On September 28, 2012, the Reynolds Issuers repurchased $777 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar). Refer to note 20 for a discussion of the redemption of the remaining outstanding principal amount of 2009 Senior Secured Notes (Dollar) on October 29, 2012.

The August 2011 Senior Secured Notes and the August 2011 Senior Notes are collectively defined as the “August 2011 Notes.” The February 2011 Senior Secured Notes and the February 2011 Senior Notes are collectively defined as the “February 2011 Notes.” The October 2010 Senior Secured Notes and the October 2010 Senior Notes are collectively defined as the “October 2010 Notes.” The 2009 Senior Secured Notes (Dollar) and the 2009 Senior Secured Notes (Euro) are collectively defined as the “2009 Senior Secured Notes.”

Assets pledged as security for loans and borrowings

The shares in BP I have been pledged as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes. In addition, BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the September 2012 Credit Agreement and the Secured Notes.

F-368

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Terms governing the Notes

As used herein, “Notes” refers to the September 2012 Senior Secured Notes, the February 2012 Senior Notes, the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Senior Notes and the 2009 Senior Secured Notes, but not the 2007 Notes (as defined below).

Additional information regarding the Notes

The guarantee and security arrangements, indenture restrictions, early redemption options and change in control provisions for the September 2012 Senior Secured Notes are substantively consistent with the other series of Notes (except for the February 2012 Senior Notes), which are unchanged from December 31, 2011.

On August 10, 2012, the Reynolds Issuers consummated an exchange offer and consent solicitation for the February 2012 Senior Notes whereby (i) $1,241 million aggregate principal amount of February 2012 Senior Notes was exchanged for a corresponding aggregate principal amount of additional August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other provisions with respect to the remaining $9 million aggregate principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

SEC registrations and exchange offers

The indenture governing the September 2012 Senior Secured Notes provides that if the Reynolds Issuers fail to file and have declared effective, by September 28, 2013, a registration statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, for a registered offer to exchange the September 2012 Senior Secured Notes for new registered notes having terms substantially identical to the terms of the original September 2012 Senior Secured Notes, the Reynolds Issuers will be required to pay additional interest on the September 2012 Senior Secured Notes effective 12 months from the date of issuance of the September 2012 Senior Secured Notes, up to a maximum of 1.00% per annum for 12 months. The Group has not filed a registration statement with the SEC with respect to the September 2012 Senior Secured Notes as of the date of these financial statements.

The indentures governing the other series of Notes have similar provisions. The registration statement with respect to the 2009 Senior Secured Notes, the May 2010 Senior Notes, the October 2010 Notes, the February 2011 Notes and the August 2011 Notes was declared effective by the SEC on June 25, 2012, and the exchange offer for the new notes closed on July 25, 2012. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and the exchange offer and consent solicitation for the new notes closed on August 10, 2012. The 2007 Notes were not covered by such registration statements or the exchange offers.

Additional interest on the February 2011 Notes commenced on February 1, 2012, and ended on July 25, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011, and ended on July 25, 2012. Additional interest on the May 2010 Senior Notes commenced on May 4, 2011, and ended on May 4, 2012. For the three and nine month periods ended September 30, 2012, the Group expensed additional interest of $1 million and $3 million, respectively, related to the February 2011 Notes, $2 million and $10 million, respectively, related to the October 2010 Notes and zero and $3 million, respectively, related to the May 2010 Senior Notes. As of September 30, 2012, the accrued additional interest related to these series of notes was $6 million.

(z)     2007 Notes

On June 29, 2007, BP II issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007

F-369

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15.

The guarantee and security arrangements, indenture restrictions, and change of control provisions are unchanged from December 31, 2011.

(aa)    Pactiv Notes

As of September 30, 2012, the Group had outstanding the following notes (defined below, and together the “Pactiv Notes”) issued by Pactiv LLC (formerly Pactiv Corporation):

	Currency	Date acquired by the Group	Principal amounts outstanding		Interest rate			Maturity date	Semi-annual interest payment dates
			(In million)
Pactiv 2017 Notes	$	November 16, 2010		300		8.125	%	June 15, 2017	June 15 and December 15
Pactiv 2018 Notes	$	November 16, 2010		16		6.400	%	January 15, 2018	January 15 and July 15
Pactiv 2025 Notes	$	November 16, 2010		276		7.950	%	December 15, 2025	June 15 and December 15
Pactiv 2027 Notes	$	November 16, 2010		200		8.375	%	April 15, 2027	April 15 and October 15

The guarantee arrangements, indenture restrictions and redemption terms are unchanged from December 31, 2011.

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Pactiv 2012 Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ab)    Graham Packaging Notes

During the nine month period ended September 30, 2012, the Group redeemed and discharged the Graham Packaging Notes (as previously defined in the Group’s annual financial statements for the year ended December 31, 2011).

(ac)    Other borrowings

As of September 30, 2012, in addition to the September 2012 Credit Agreement, the Notes, the 2007 Notes and the Pactiv Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of September 30, 2012, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes and by certain other assets. The local working capital facilities which are secured by the collateral under the September 2012 Credit Agreement and the Secured Notes rank pari passu with the obligations under the September 2012 Credit Agreement and under the Secured Notes. As of September 30, 2012, the secured facilities were utilized in the amount of $5 million (December 31, 2011: $25 million) in the form of letters of credit and bank guarantees.

Other borrowings as of September 30, 2012, also included finance lease obligations of $26 million (December 31, 2011: $28 million).

F-370

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

15.    Provisions

	Legal		Asset retirement obligations		Restructuring		Workers’ compensation		Other		Total
	(In $ million)
Current		7		2		37		26		20		92
Non-current		28		34		5		21		43		131
Balance as of September 30, 2012		35		36		42		47		63		223
Current		7		3		33		24		31		98
Non-current		33		30		3		26		42		134
Balance as of December 31, 2011		40		33		36		50		73		232

The restructuring actions across the Group have resulted in the recognition of $3 million and $48 million of restructuring expenses for the three and nine month periods ended September 30, 2012, respectively (three and nine month periods ended September 30, 2011: $12 million and $80 million, respectively). These restructuring expenses are primarily related to employee severance and have been or will be settled in cash.

Other provisions at September 30, 2012 included $15 million related to onerous lease provisions, $17 million related to warranty provisions and $7 million related to environmental remediation programs.

16.    Equity

16.1    Share capital

Beverage Packaging Holdings (Luxembourg) I S.A.

Number of shares	For the nine month period ended September 30, 2012		For the twelve month period ended December 31, 2011
Balance at the beginning of the period		13,063,527		13,063,527
Issue of shares		—		—
Balance		13,063,527		13,063,527

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to BP I’s residual assets in the event of a wind-up.

Beverage Packaging Holdings (Luxembourg) II S.A.

Number of shares	For the nine month period ended September 30, 2012		For the twelve month period ended December 31, 2011
Balance at the beginning of the period		1,000		1,000
Issue of shares		—		—
Balance		1,000		1,000

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to BP II’s residual assets in the event of a wind-up.

F-371

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

16.2    Other reserves

The interim unaudited combined condensed statement of financial position as of September 30, 2012 presents negative equity of $518 million compared to negative equity of $457 million as of December 31, 2011. Total equity has been reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations do not change the historical carrying value of the assets and liabilities of the businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction in equity. As of September 30, 2012, the common control transactions had generated a reduction in equity of $1,561 million.

16.3    Dividends

There were no dividends declared or paid during the three and nine month periods ended September 30, 2012 or during the three and nine month periods ended September 30, 2011 by BP I or BP II.

17.    Related parties

Parent and ultimate controlling party

The immediate parent of the Group is RGHL, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO, SIG Combibloc Obeikan Company Limited, Ducart Evergreen Packaging Ltd, and Banawi Evergreen Packaging Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the three and nine month periods ended September 30, 2012 and 2011, are detailed below:

	Transaction values									Balances outstanding as of
	For the three month period ended September 30,				For the nine month period ended September 30,
	2012		2011		2012		2011			September 30, 2012			December 31, 2011
	(In $ million)
Transactions with the immediate and ultimate parent companies
Loan payable to ultimate parent(a)		—		—		—		—			(16	)		(16	)
Transactions with joint ventures
Sale of goods(b)		54		32		134		100			43			31
Purchase of goods(b)		—		—		—		(4	)		—			—

F-372

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

	Transaction values												Balances outstanding as of
	For the three month period ended September 30,						For the nine month period ended September 30,
	2012			2011			2012			2011			September 30, 2012			December 31, 2011
	(In $ million)
Transactions with other related parties
Trade receivables
BPC United States Inc.														—			4
Sale of services		—			1			—			2
Carter Holt Harvey Limited														—			—
Sale of goods		—			—			—			2
Carter Holt Harvey Packaging Pty Limited														—			—
Sale of goods		—			—			—			4
Carter Holt Harvey Pulp & Paper Limited														1			—
Sale of goods		1			—			2			2
FRAM Group Operations LLC														1			1
Recharges		1			—			2			—
United Components, Inc.														—			1
Trade payables
Carter Holt Harvey Limited														—			(1	)
Purchase of goods		(3	)		(2	)		(8	)		(7	)
Carter Holt Harvey Pulp & Paper Limited														(3	)		(5	)
Purchase of goods		(7	)		(9	)		(22	)		(29	)
Rank Group Limited														(6	)		(41	)
Recharges(c)		(2	)		(82	)		(21	)		(111	)
Rank Group North America, Inc.														4			—
Recharges(d)		(2	)		—			(16	)		—
Loans payable
Reynolds Treasury (NZ) Limited(e)														—			(23	)
Loan advanced		—			(25	)		—			(25	)
Interest expense		—			—			(1	)		—
Evergreen Packaging New Zealand Limited														—			—
Transfer of tax losses		—			—			(3	)		—
Reynolds Packaging Group (NZ) Limited														—			—
Transfer of tax losses		—			—			(7	)		—

(a) The advance due to RGHL accrued interest at a rate based on EURIBOR plus a margin of 2.375%. During the nine month period ended September 30, 2012, interest accrued at rates ranging from 3.03% to 3.72% (2011: 3.38% to 3.93%). The loan is subordinated to the obligations under the September 2012 Credit Agreement, the September 2012 Senior Secured Notes, the August 2011 Senior Secured Notes, the February 2011 Senior Secured Notes, the October 2010 Senior Secured Notes, and the 2009 Senior Secured Notes, and is subject to certain other payment restrictions, including in favor of the 2007 Notes under the terms of the inter-creditor arrangements.

F-373

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) Represents certain costs paid by Rank Group North America, Inc. on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to services provided.

(e) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bore interest at the greater of 2% and the 3 month EURIBOR rate, plus 4.875%. The loan was repaid in June 2012.

18.    Business combinations

18.1    Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation

F-374

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Amounts recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price  allocation
	(In $ million)
Cash and cash equivalents		146			—			146
Trade and other receivables		338			(10	)		328
Inventories		300			(9	)		291
Current tax assets		3			1			4
Assets held for sale		7			—			7
Investments in associates		1			—			1
Deferred tax assets		7			(5	)		2
Property, plant and equipment		1,438			(36	)		1,402
Intangible assets (excluding goodwill)		1,679			696			2,375
Derivative assets		9			—			9
Other current and non-current assets		19			11			30
Trade and other payables		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

Acquisition costs of $2 million and $24 million are included in other expenses in the Group’s statements of comprehensive income for the three and nine month periods ended September 30, 2011, respectively.

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

F-375

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill, representing procurement synergies from integrating the Graham Packaging business into the Group, that was allocated to other business segments which are expected to benefit from the synergies, including $66 million to Pactiv Foodservice, $34 million to Reynolds Consumer Products, $25 million to Evergreen and $15 million to Closures. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of identifiable intangible assets	Fair value		Estimated useful lives
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $552 million, loss after income tax of $249 million, EBITDA of $(172) million and Adjusted EBITDA of $98 million in the three month period ended September 30, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Graham Packaging would have contributed additional revenue of $2,130 million, loss after income tax of $268 million, EBITDA of $43 million and Adjusted EBITDA of $388 million in the nine month period ended September 30, 2011.

F-376

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

18.2    Dopaco

Pre-acquisition results

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million. As reported in the annual financial statements for the year ended December 31, 2011, the allocation of the purchase price as of the date of acquisition has been finalized. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed additional revenue of $152 million, profit after income tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million in the nine month period ended September 30, 2011.

18.3    Other Acquisitions

During September 2012, the Group acquired certain businesses for an aggregate purchase price of $30 million, subject to working capital adjustments. The consideration was paid in cash. Due to the proximity of the acquisition dates to September 30, 2012, the purchase price has not yet been allocated to the assets acquired and liabilities assumed. Consequently, the purchase price has been included in other non-current assets in the Group’s consolidated financial statements.

19.    Contingencies

Litigation and legal proceedings

In addition to the amounts recognized as a provision in note 15, the Group has contingent liabilities related to other litigation and legal proceedings. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness described in note 14.

20.    Subsequent events

On October 29, 2012, the Reynolds Issuers redeemed the remaining $348 million aggregate principal amount of 2009 Senior Secured Notes (Dollar) that were outstanding on September 30, 2012.

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes

F-377

Beverage Packaging Holdings Group

Notes to the interim unaudited combined condensed financial statements — (Continued)

For the three and nine month periods ended September 30, 2012

(Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

On December 17, 2012, BP I reduced its share capital by $32 million and paid the same amount to its sole shareholder.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to September 30, 2012 which would require accrual or disclosure in these financial statements.

F-378

Beverage Packaging Holdings Group

Financial statements for the period ended

December 31, 2011

F-379

Report of Independent Registered Public Accounting Firm

To the Shareholder and Boards of Directors of Beverage Packaging Holdings (Luxembourg) I S.A. and

Beverage Packaging Holdings (Luxembourg) II S.A.:

In our opinion, the accompanying statements of financial position and the related statements of comprehensive income, statements of changes in equity and statements of cash flows present fairly, in all material respects, the financial position of Beverage Packaging Holdings Group and its subsidiaries (the “Group”) at December 31, 2011 and December 31, 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Chicago, Illinois

December 20, 2012

F-380

Beverage Packaging Holdings Group

Statements of comprehensive income

			For the period ended December 31,
	Note		2011*			2010			2009
			(In $ million)
Revenue		7		11,789			6,774			5,910
Cost of sales		**		(9,725	)		(5,524	)		(4,691	)
Gross profit				2,064			1,250			1,219
Other income		8		87			102			201
Selling, marketing and distribution expenses		**		(347	)		(231	)		(211	)
General and administration expenses		**		(626	)		(388	)		(366	)
Other expenses		10		(268	)		(80	)		(96	)
Share of profit of associates and joint ventures, net of income tax		23		17			18			11
Profit from operating activities				927			671			758
Financial income		12		6			52			9
Financial expenses		12		(1,420	)		(750	)		(496	)
Net financial expenses				(1,414	)		(698	)		(487	)
Income (loss) before income tax				(487	)		(27	)		271
Income tax benefit (expense)		13		60			(75	)		(148	)
Profit (loss) for the period				(427	)		(102	)		123
Other comprehensive income (loss) for the period, net of income tax
Cash flow hedges				—			—			12
Exchange differences on translating foreign operations				(26	)		227			71
Transfers from foreign currency translation reserve to profit and loss				—			49			—
Total other comprehensive income (loss) for the period, net of income tax		14		(26	)		276			83
Total comprehensive income (loss) for the period				(453	)		174			206
Profit (loss) attributable to:
Equity holder of the Group				(429	)		(102	)		123
Non-controlling interests				2			—			—
				(427	)		(102	)		123
Total other comprehensive income (loss) attributable to:
Equity holder of the Group				(25	)		277			83
Non-controlling interests				(1	)		(1	)		—
				(26	)		276			83

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** For information on expenses by nature, refer to notes 9, 11, 16, 18, 19, 22 and 34.

The statements of comprehensive income should be read in conjunction with the  notes to the financial statements.

F-381

Beverage Packaging Holdings Group

Statements of financial position

			As of December 31,
	Note		2011*			2010
			(In $ million)
Assets
Cash and cash equivalents		15		597			663
Trade and other receivables		16		1,504			1,145
Inventories		18		1,764			1,281
Current tax assets		21		39			109
Assets held for sale		17		70			18
Derivatives		29		1			12
Other assets				65			62
Total current assets				4,040			3,290
Non-current receivables		16		55			47
Investments in associates and joint ventures		23		119			110
Deferred tax assets		21		29			23
Property, plant and equipment		19		4,546			3,266
Investment properties		20		29			68
Intangible assets		22		12,545			8,748
Derivatives		29		122			87
Other assets				150			75
Total non-current assets				17,595			12,424
Total assets				21,635			15,714
Liabilities
Bank overdrafts				3			12
Trade and other payables		24		1,749			1,236
Liabilities directly associated with assets held for sale		17		20			—
Borrowings		25		520			140
Current tax liabilities		21		161			145
Derivatives		29		16			1
Employee benefits		26		228			195
Provisions		27		98			74
Total current liabilities				2,795			1,803
Non-current payables		24		38			9
Borrowings		25		16,641			11,717
Deferred tax liabilities		21		1,548			1,130
Employee benefits		26		936			971
Provisions		27		134			86
Total non-current liabilities				19,297			13,913
Total liabilities				22,092			15,716
Net liabilities				(457	)		(2	)
Equity (deficit)
Share capital		28		1,417			1,417
Reserves		28		(1,256	)		(1,231	)
Accumulated losses				(640	)		(211	)
Equity (deficit) attributable to equity holder of the Group				(479	)		(25	)
Non-controlling interests				22			23
Total equity (deficit)				(457	)		(2	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of financial position should be read in conjunction with the notes to the financial statements.

F-382

Beverage Packaging Holdings Group

Statements of changes in equity

	Note		Share capital			Translation of foreign operations			Other reserves			Hedge reserve			Accumulated losses			Equity (deficit) attributable to equity holder of the Group			Non- controlling interests			Total
			(In $ million)
Balance at the beginning of the period (January 1, 2009)				1,604			(18	)		71			(12	)		(197	)		1,448			17			1,465
Issue of shares (net of issue costs)		28		880			—			—			—			—			880			—			880
Total comprehensive income for the period:
Profit after tax				—			—			—			—			124			124			—			124
Exchange differences on translating foreign operations				—			71			—			—			—			71			—			71
Cash flow hedges				—			—			—			12			—			12			—			12
Total comprehensive income for the period				—			71			—			12			124			207			—			207
Common control transactions		32		(1,108	)		—			(584	)		—			—			(1,692	)		—			(1,692	)
Dividends paid to non-controlling interests				—			—			—			—			—			—			(1	)		(1	)
Balance as of December 31, 2009				1,376			53			(513	)		—			(73	)		843			16			859
Balance at the beginning of the period (January 1, 2010)				1,376			53			(513	)		—			(73	)		843			16			859
Issue of shares (net of issue costs)		28		947			—			—						—			947			—			947
Total comprehensive income for the period:
Loss after tax				—			—			—			—			(102	)		(102	)		—			(102	)
Exchange differences on translating foreign operations				—			277			—			—			—			277			(1	)		276
Total comprehensive income for the period				—			277			—			—			(102	)		175			(1	)		174
Common control transactions		32		(906	)		—			(1,048	)		—			—			(1,954	)		—			(1,954	)
Purchase of non-controlling interest				—			—			—			—			3			3			(5	)		(2	)
Non-controlling interests acquired through business combinations				—			—			—			—			—			—			18			18
Disposal of business				—			—			—			—			—			—			(3	)		(3	)
Dividends paid		28		—			—			—			—			(39	)		(39	)		(2	)		(41	)
Balance as of December 31, 2010				1,417			330			(1,561	)		—			(211	)		(25	)		23			(2	)
Balance at the beginning of the period (January 1, 2011)				1,417			330			(1,561	)		—			(211	)		(25	)		23			(2	)
Total comprehensive loss for the period:
Loss after tax				—			—			—			—			(429	)		(429	)		2			(427	)
Exchange differences on translating foreign operations*				—			(25	)		—			—			—			(25	)		(1	)		(26	)
Total comprehensive loss for the period*				—			(25	)		—			—			(429	)		(454	)		1			(453	)
Dividends paid				—			—			—			—			—			—			(2	)		(2	)
Balance as of December 31, 2011*				1,417			305			(1,561	)		—			(640	)		(479	)		22			(457	)

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

The statements of changes in equity should be read in conjunction with the notes to the financial statements.

F-383

Beverage Packaging Holdings Group

Statements of cash flows

	Note		For the period ended December 31,
			2011			2010			2009
			(In $ million)
Cash flows from operating activities
Cash received from customers				11,486			6,798			6,081
Cash paid to suppliers and employees				(9,868	)		(5,635	)		(4,941	)
Interest paid				(1,003	)		(451	)		(262	)
Income taxes paid, net of refunds received				(88	)		(125	)		(108	)
Change of control payment and other acquisition costs				(84	)		(181	)		—
Payment to related party for use of tax losses				—			(23	)		—
Net cash from operating activities				443			383			770
Cash flows used in investing activities
Purchase of Whakatane Mill				—			(46	)		—
Acquisition of property, plant and equipment and investment properties				(511	)		(319	)		(244	)
Proceeds from sale of property, plant and equipment, investment properties and other assets				71			32			41
Acquisition of intangible assets				(9	)		(18	)		(48	)
Acquisition of businesses, net of cash acquired		33		(2,048	)		(4,386	)		4
Disposal of businesses, net of cash disposed				—			33			—
Disposal of other investments				—			10			4
Pre-acquisition advance to Graham Packaging				(20	)		—			—
Receipt of related party advances				—			97			102
Interest received				7			5			4
Dividends received from joint ventures				8			4			1
Net cash used in investing activities				(2,502	)		(4,588	)		(136	)
Cash flows from (used in) financing activities
Acquisitions of business under common control				—			(1,958	)		(1,687	)
Drawdown of loans and borrowings:
August 2011 Credit Agreement				4,666			—			—
August 2011 Notes				2,482			—			—
February 2011 Notes				2,000
October 2010 Notes				—			3,000			—
May 2010 Notes				—			1,000			—
2009 Notes				—			—			1,789
2009 Credit Agreement				10			2,820			1,404
Other borrowings				13			2			100
Repayment of loans and borrowings:
2011 Credit Agreement				(75	)		—			—
2009 Credit Agreement				(4,168	)		(38	)		—
Graham Packaging borrowings acquired		33		(1,935	)		—			—
Graham Packaging 2017 Notes				(239	)		—			—
Graham Packaging 2018 Notes				(231	)		—			—
Pactiv borrowings acquired				—			(397	)		—
Blue Ridge Facility				—			(43	)		—
2008 Reynolds Senior Credit Facilities				—			—			(1,500	)
2007 SIG Senior Credit Facilities				—			—			(742	)
CHH Facility				—			—			(13	)
Other borrowings				(4	)		(4	)		(127	)
Payment of liabilities arising from Graham Packaging Acquisition				(252	)		—			—
Premium on Graham Packaging 2017 and 2018 Notes				(5	)		—			—
Proceeds from issues of share capital				—			322			578
Proceeds from related party borrowings				25			—			68
Repayment of related party borrowings				—			—			(180	)
Payment of transaction costs				(279	)		(317	)		(190	)
Purchase of non-controlling interests				—			(3	)		—
Dividends paid to related parties and non-controlling interests				(2	)		(39	)		(1	)
Net cash from (used in) financing activities				2,006			4,345			(501	)
Net increase (decrease) in cash and cash equivalents				(53	)		140			133
Cash and cash equivalents at the beginning of the period				651			514			383
Effect of exchange rate fluctuations on cash held				(4	)		(3	)		(2	)
Cash and cash equivalents as of December 31				594			651			514
Cash and cash equivalents comprise
Cash and cash equivalents				597			663			515
Bank overdrafts				(3	)		(12	)		(1	)
Cash and cash equivalents as of December 31				594			651			514

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-384

Beverage Packaging Holdings Group

Statements of cash flows (Continued)

Reconciliation of the profit for the period with the net cash from operating activities

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Profit (loss) for the period		(427	)		(102	)		123
Adjustments for:
Depreciation of property, plant and equipment		650			317			331
Depreciation of investment properties		1			2			2
Asset impairment charges		12			29			13
Amortization of intangible assets		321			185			169
Net foreign currency exchange loss		7			3			3
Change in fair value of derivatives		26			(4	)		(129	)
Loss (gain) on sale of property, plant and equipment and non-current assets		1			(5	)		(4	)
Gains on sale of businesses and investment properties		(5	)		(16	)		—
CSI Americas gain on acquisition		—			(10	)		—
Net financial expenses		1,414			698			487
Share of profit of equity accounted investees		(17	)		(18	)		(11	)
Income tax (benefit) expense		(60	)		75			148
Interest paid		(1,003	)		(451	)		(262	)
Income taxes paid, net of refunds received		(88	)		(125	)		(108	)
Change in trade and other receivables		(56	)		(45	)		(43	)
Change in inventories		(171	)		41			92
Change in trade and other payables		(8	)		9			(24	)
Change in provisions and employee benefits		(154	)		(202	)		6
Change in other assets and liabilities		—			2			(23	)
Net cash from operating activities		443			383			770

Significant non-cash financing and investing activities

During the period ended December 31, 2010, Evergreen Packaging Inc. (“EPI”) issued shares to Evergreen Packaging US, its parent company at the time of issue, in exchange for the novation of external borrowings, net of debt issue costs, in amounts of CA$30 million ($29 million), NZ$776 million ($568 million) and $28 million.

During the period ended December 31, 2009, Evergreen Packaging International B.V.’s (“EPIBV”) parent company at the time, Evergreen Packaging (Antiilles) N.V., contributed €47 million ($61 million) as a non-stipulated share premium without the issuance of shares.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-385

Beverage Packaging Holdings Group

Statements of cash flows (Continued)

Acquisitions and disposals of businesses

	For the period ended December 31,
	2011					2010						2009
	Acquisitions*			Disposals		Acquisitions			Disposals			Acquisitions**		Disposals
	(In $ million)
Inflow (outflow) of cash:
Cash receipts (payments)		(2,192	)		—		(4,488	)		33			4		—
Net cash (bank overdraft) acquired (disposed of)		144			—		102			—			—		—
Consideration received, satisfied in notes receivable		—			—		—			14			—		—
Consideration subject to post-closing adjustments**		—			—		—			1			3		—
		(2,048	)		—		(4,386	)		48			7		—
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Net gain on sale before reclassification from foreign currency translation reserve		—			—		—			(10	)		—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Net assets (acquired) disposed of		(2,192	)		—		(4,488	)		39			7		—
Details of net assets (acquired) disposed of:
Cash and cash equivalents, net of bank overdrafts		(144	)		—		(102	)		—			—		—
Trade and other receivables		(361	)		—		(475	)		12			—		—
Current tax assets		(4	)		—		(49	)		—			—		—
Assets held for sale		(10	)		—		—			—			—		—
Inventories		(350	)		—		(557	)		8			—		—
Derivative assets		(9	)		—		—			—			—		—
Deferred tax assets		(6	)		—		(38	)		—			—		—
Property, plant and equipment		(1,526	)		—		(1,443	)		23			—		—
Intangible assets (excluding goodwill)		(2,463	)		—		(2,719	)		—			—		—
Goodwill		(1,754	)		—		(2,931	)		—			7		—
Other current and non-current assets		(36	)		—		(60	)		—			—		—
Investment in associates and joint ventures		(1	)		—		—			3			—		—
Trade and other payables		720			—		425			(8	)		—		—
Current tax liabilities		39			—		—			—			—		—
Loans and borrowings		2,851			—		1,485			—			—		—
Deferred tax liabilities		629			—		877			—			—		—
Provisions and employee benefits		233			—		1,071			—			—		—
Net assets (acquired)/disposed of		(2,192	)		—		(4,516	)		38			7		—
Gain on acquisition		—			—		10			—			—		—
Amounts reclassified from foreign currency translation reserve		—			—		—			1			—		—
Non-controlling interests		—			—		18			—			—		—
		(2,192	)		—		(4,488	)		39			7		—

Refer to note 33 for further details of acquisitions.

* In accordance with IFRS 3 (revised) “Business Combinations,” the information presented for the period ended December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

** The cash paid in 2009 was for the post-closing adjustments relating to the acquisition of CSI Guadalajara.

The statements of cash flows should be read in conjunction with the notes to the financial statements.

F-386

Beverage Packaging Holdings Group

Notes to the financial statements

For the period ended December 31, 2011

1.    Reporting entity

Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”) and Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II” or the “issuer”) are domiciled in Luxembourg and registered in the Luxembourg “Registre de Commerce et des Sociétiés.”

The financial statements of Beverage Packaging Holdings Group (the “Group”) as of and for the period ended December 31, 2011 comprise the combination of:

• BP I and its subsidiaries and their interests in associates and jointly controlled entities (the “BP I Group”); and

• BP II.

The Group is principally engaged in the manufacture and supply of consumer food and beverage packaging and storage products, primarily in North America, Europe, Asia and South America.

The address of the registered office of BP I and BP II is: 6C, rue Gabriel Lippman, L-5365 Munsbach, Luxembourg.

2.    Basis of preparation

The financial statements as of and for the year ended December 31, 2011 have been revised to reflect the finalization of the purchase accounting related to the acquisition of Graham Packaging. Refer to note 2.6 and note 33 for further information.

2.1    Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and “IFRIC Interpretations” as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved by the Board of Directors (the “Directors”) on December 20, 2012 in Chicago, Illinois (December 21, 2012 in Auckland, New Zealand).

2.2    Going concern

The financial statements have been prepared using the going concern assumption.

The statement of financial position as of December 31, 2011 presents negative equity of $457 million compared to negative equity of $2 million as of December 31, 2010. The movement is primarily attributable to the current period loss. The total equity was reduced by the Group’s accounting for the common control acquisitions of the Closures segment and Reynolds consumer products business in 2009, and of the Evergreen segment and Reynolds foodservice packaging business in 2010. The Group accounts for acquisitions under common control of its ultimate shareholder, Mr. Graeme Hart, using the carry-over or book value method. Under the carry-over or book value method, the business combinations do not change the historical carrying value of the assets and liabilities of the businesses acquired. The excess of the purchase price over the carrying values of the share capital acquired is recognized as a reduction to equity. As of December 31, 2011, the common control transactions had generated a cumulative reduction to equity of $1,561 million.

2.3    Basis of measurement

The financial statements have been prepared under the historical cost convention except for:

• certain components of inventory which are measured at net realizable value;

• defined benefit pension plan liabilities and post-employment medical plan liabilities which are measured under the projected unit credit method; and

• certain assets and liabilities, such as derivatives, which are measured at fair value.

F-387

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

2.    Basis of preparation (continued)

Information disclosed in the statement of comprehensive income, statement of changes in equity and statement of cash flows for the current period is for the twelve month period ended December 31, 2011. Information for the comparative periods is for the twelve month periods ended December 31, 2010 and December 31, 2009.

2.4    Presentation currency

These financial statements are presented in U.S. dollars (“$”), which is the Group’s presentation currency.

2.5    Use of estimates and judgements

The preparation of financial statements requires the Directors and management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.

Information about the significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is described in note 4.

2.6    Comparative information

The valuation of the assets acquired and liabilities assumed from the acquisition of Graham Packaging was finalized in conjunction with the approval of these financial statements. This resulted in changes to the preliminary values of certain assets and liabilities recognized at the date of the acquisition on September 8, 2011. Refer to note 33 for additional details related to the acquisition of Graham Packaging. In accordance with the accounting policy as described in note 4.4, all adjustments on finalization of the purchase accounting have been recognized retrospectively to the acquisition date. The following table reflects certain elements of the Group’s previously published statement of financial position and the revised amounts as a result of this retrospective purchase accounting adjustment:

	As previously reported			Adjustment			As revised
	(In $ million)
As of December 31, 2011
Current assets		4,049			(9	)		4,040
Non-current assets		17,563			32			17,595
Total assets		21,612			23			21,635
Current liabilities		2,791			4			2,795
Non-current liabilities		19,274			23			19,297
Total liabilities		22,065			27			22,092
Net liabilities		(453	)		(4	)		(457	)

F-388

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

2.    Basis of preparation (continued)

As part of finalizing the purchase price allocation, goodwill of $140 million representing expected procurement synergies from integrating the Graham Packaging business into the Group was allocated to other business segments which are expected to benefit from the synergies (refer to note 33).

The finalization of this purchase accounting increased total other comprehensive loss, net of income tax, by $4 million for the period ended December 31, 2011. However, the finalization of this purchase accounting had no effect on the Group’s profit after tax, statement of cash flows, EBITDA or Adjusted EBITDA for the period ended December 31, 2011.

During the year, the Group made an adjustment to correct an understatement of the pension plan asset for one of the SIG segment’s defined benefit pension plans. The understated pension plan asset existed from the date of acquisition of the SIG segment in May 2007. This adjustment reduced net income in the Corporate/Unallocated segment by $6 million for the period ended December 31, 2011, and reduced goodwill by $53 million, increased other non-current assets by $56 million and increased deferred income tax liabilities by $9 million as of December 31, 2011. This adjustment has no effect on the statement of cash flows and no effect on the Group’s Adjusted EBITDA for the period ended December 31, 2011, or any previously reported period. Further, the plan asset understatement did not have a material impact on any current or previously reported financial statements.

As disclosed in note 32, indirect subsidiaries of the Company acquired the business operations of the Closures segment and the Reynolds consumer products business on November 5, 2009. On May 4, 2010, indirect subsidiaries of BP I acquired the business operations of Evergreen. On September 1, 2010 indirect subsidiaries of BP I acquired the business operations of the Reynolds foodservice packaging business. Prior to these transactions, these businesses were under the common ownership of the ultimate sole shareholder, Mr. Graeme Hart. This type of transaction is defined as a business combination under common control, which falls outside of the scope of IFRS 3 (revised) “Business Combinations.” In accordance with the Group’s accounting policy for business combinations under common control, as outlined in note 3.2(d), the Group has compiled the comparative financial information as if the acquisition transactions had occurred from the earliest point that common control commenced.

3.    Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements by all Group entities.

3.1    Basis of combination

The financial statements represent the combination of the consolidated financial statements of the BP I Group and BP II, a sister company to BP I. Their preparation is prescribed under the requirements of the 2007 Senior Notes and the 2007 Senior Subordinated Notes indenture. Refer to note 25 for additional information on the Group’s borrowings.

As the financial statements represent the combination of entities that do not have direct shareholdings in each other, consolidated financial statements of the Group cannot be prepared. Consequently, the number of shares and value of issued capital along with other items of equity and reserves in the statements of financial position represent the combination of the issued capital and other items of equity and reserves of BP I and BP II.

In preparing the financial statements of the Group, the effects of all transactions and balances between entities within the Group have been eliminated.

F-389

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

3.2    Basis of consolidation

(a)    Subsidiaries

Subsidiaries are entities controlled by the parent of the Group. Control exists when the parent of the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date control (or effective control) commences until the date that control ceases.

The Group has adopted IFRS 3 (revised) “Business Combinations” and IAS 27 “Consolidated and Separate Financial Statements” (2008) for each acquisition or business combination occurring on or after January 1, 2010. All business combinations occurring on or after January 1, 2010 are accounted for using the acquisition method, while those prior to this date are accounted for using the purchase method.

The acquisition method of accounting is used to account for the acquisition of third party subsidiaries and businesses by the Group for transactions completed on or after January 1, 2010. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, including the fair value of any contingent consideration and share-based payment awards (as measured in accordance with IFRS 2 “Share Based Payments”) of the acquiree that are mandatorily replaced as a result of the transaction. Transaction costs that the Group incurs in connection with an acquisition are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. Non-controlling interests are initially recognized at their proportionate share of the fair value of the net assets acquired.

During the measurement period an acquirer can report provisional information for a business combination if by the end of the reporting period in which the combination occurs the accounting is incomplete. The measurement period, however, ends at the earlier of when the acquirer has received all of the necessary information to determine the fair values or one year from the date of the acquisition.

The purchase method of accounting is used to account for the acquisition of subsidiaries and businesses by the Group for transactions completed prior to January 1, 2010. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the acquisition, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any minority interests. Final values for a business combination are determined within twelve months of the date of the acquisition.

Refer to note 33 for disclosure of acquisitions in the current and comparative financial periods.

(b)     Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies (generally accompanying a shareholding of between 20% and 50% of the voting rights). Investments in associates are accounted for using the equity method of accounting (equity accounted investees) and are initially recognized at cost. Investments in associates include goodwill identified on acquisition, net of accumulated impairment losses (if any).

The Group’s share of its associates’ post-acquisition profits or losses and movements in other comprehensive income is recognized in the Group’s statement of comprehensive income after adjustments (as required) are made to align the accounting policies of the associate with those of the Group. The cumulative post-

F-390

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has a financial obligation or has made payments on behalf of the investee.

(c)     Joint Ventures

Joint ventures are those operations, entities or assets in which the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Interests in jointly controlled entities are accounted for using the equity method of accounting (as described in note 3.2(b)).

Interests in jointly controlled assets and operations are reported in the financial statements by including the Group’s share of assets employed in the joint venture, the share of liabilities incurred in relation to the joint venture and the share of any expenses incurred in relation to the joint venture in their respective classification categories. Movements in reserves of joint ventures attributable to the Group are recognized in other comprehensive income in the statement of comprehensive income.

(d)     Transactions between entities under common control

Common control transactions arise between entities that are under the ultimate ownership of the common sole shareholder, Mr. Graeme Hart.

Certain transactions between entities that are under common control may not be transacted on an arm’s length basis. Any gains or losses on these types of transactions are recognized directly in equity. Examples of such transactions include but are not limited to:

• debt forgiveness transactions;

• transfer of assets for greater than or less than fair value; and

• acquisition or disposal of subsidiaries for no consideration or consideration greater than or less than fair value.

Acquisitions of entities under common control are accounted for as follows:

• predecessor value method requires the financial statements to be prepared using predecessor book values without any step up to fair values;

• premium or discount on acquisition is calculated as the difference between the total consideration paid and the book value of the issued capital of the acquired entity, and is recognized directly in equity as a component of a separate reserve;

• the financial statements incorporate the acquired entities’ results as if the acquirer and the acquiree had always been combined; and

• the results of operations and cash flows of the acquired entity are included on a restated basis in the financial statements from the date that common control originally commenced (i.e. from the date the business was acquired by Mr. Graeme Hart) as though the entities had always been combined from the common control date forward.

(e)    Transactions eliminated on consolidation

Intra-group balances and unrealized items of income and expense arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same manner as gains, but only to the extent that there is no evidence of impairment.

F-391

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(f)    Transactions with non-controlling interests

The Group accounts for transactions with non-controlling interests as transactions with the equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

3.3    Foreign currency

(a)    Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of BP I and BP II is the euro.

(b)    Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated to the functional currency of the respective entities at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency of the respective entities at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation are recognized in the statement of comprehensive income as a component of the profit or loss, except for differences arising on the translation of available-for-sale equity instruments or a financial liability designated as a hedge of the net investment in a foreign operation (refer to (c) below).

(c)    Foreign operations

The results and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group’s presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date of the statement of financial position;

(ii) income and expense items for each profit or loss item are translated at average exchange rates;

(iii) items of other comprehensive income are translated at average exchange rates; and

(iv) all resulting exchange differences are recognized as a separate component of equity.

F-392

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

On consolidation, exchange differences arising from the translation of the net investment in foreign entities and of borrowings and other currency instruments designated as hedges of such investments are recognized as a component of equity and included in the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in the statement of comprehensive income as a component of the profit or loss as part of the gain or loss on the sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated on this basis.

3.4    Non-derivative financial instruments

Non-derivative financial instruments comprise cash and cash equivalents, receivables, available-for-sale financial assets, trade and other payables and interest bearing borrowings.

A non-derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of the instrument. Non-derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset. Non-derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through the profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

Non-derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists and the Group intends to either settle the instrument net or realize the asset and liability simultaneously.

Upon initial acquisition the Group classifies its financial instruments in one of the following categories, which is dependent on the purpose for which the financial instruments were acquired.

(a)    Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Bank overdrafts are included within borrowings and are classified as current liabilities on the statement of financial position except if these are repayable on demand, in which case they are included separately as a component of current liabilities. In the statement of cash flows, overdrafts are included as a component of cash and cash equivalents.

(b)    Financial instruments at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on the instrument’s fair value. Upon initial recognition (at the trade date) attributable transaction costs are recognized in the statement of comprehensive income as a component of the profit or loss. Subsequent to initial recognition, financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in the statement of comprehensive income as a component of the profit or loss.

F-393

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(c)    Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for instruments with maturities greater than twelve months from the reporting date, which are classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables (including related party receivables) which are stated at their cost less impairment losses.

(d)    Other liabilities

Other liabilities comprise all non-derivative financial liabilities that are not disclosed as liabilities at fair value through profit or loss. Other liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The Group’s other liabilities comprise trade and other payables and interest bearing borrowings, including those with related parties. The Group’s other liabilities are measured as follows:

(i) Trade and other payables

Subsequent to initial recognition trade and other payables are stated at amortized cost using the effective interest method.

(ii) Interest bearing borrowings including related party borrowings

On initial recognition, borrowings are measured at fair value less transaction costs that are directly attributable to borrowings. Subsequent to initial recognition interest bearing loans and borrowings are measured at amortized cost using the effective interest method.

3.5    Derivative financial instruments

A derivative financial instrument is recognized if the Group becomes a party to the contractual provisions of an instrument at the trade date.

Derivative financial instruments are initially recognized at fair value (which includes consideration of credit risk where applicable), and transaction costs are expensed as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized in the statement of comprehensive income as a component of the profit or loss unless the derivative financial instruments qualify for hedge accounting. If a derivative financial instrument qualifies for hedge accounting, recognition of any resulting gain or loss depends on the nature of the hedging relationship (see below).

Derivative financial instruments are recognized on a gross basis unless a current and legally enforceable right to off-set exists.

Derivative financial assets are derecognized if the Group’s contractual rights to the cash flows from the instrument expire or if the Group transfers the financial asset to another party without retaining control or substantially all the risks and rewards of the asset.

Derivative financial liabilities are derecognized if the Group’s obligations specified in the contract expire or are discharged or cancelled.

(a)    Cash flow hedges

Changes in the fair value of a derivative financial instrument designated as a cash flow hedge are recognized directly in equity as a component of other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of comprehensive income as a component of the profit or loss for the period.

F-394

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

If a hedging instrument no longer meets the criteria for hedge accounting or it expires, is sold, terminated or exercised, then hedge accounting is discontinued prospectively. At this point in time, the cumulative gain or loss previously recognized in equity remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in equity is transferred to the carrying amount of the asset when it is recognized. In all other cases the amount recognized in equity is transferred within the statement of comprehensive income in the same period that the hedged item affects this statement and is recognized as part of financial income or expenses. If the forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred within the statement of comprehensive income and is recognized as part of financial income or expenses in the profit or loss.

(b)    Fair value hedges

Changes in the fair value of a derivative financial instrument designated as a fair value hedge are recognized in the statement of comprehensive income as a component of the profit or loss in financial income or expenses together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk.

(c)    Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the following conditions are met:

(i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

(ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

(iii) the combined instrument is not measured at fair value through profit or loss.

At the time of initial recognition of the embedded derivative an equal adjustment is also recognized against the host contract. The adjustment against the host contract is amortized over the remaining life of the host contract using the effective interest method.

Any embedded derivatives that are separated are measured at fair value with changes in fair value recognized through net financial expenses in the statement of comprehensive income as a component of the profit or loss.

3.6    Inventories

(a)    Raw materials, work in progress and finished goods

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(b)    Engineering and maintenance materials

Engineering and maintenance materials (representing either critical or long order components) are measured at the lower of cost and net realizable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing

F-395

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

location and condition. Net realizable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices.

3.7    Property, plant and equipment

(a)    Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (if any).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of property, plant and equipment acquired in a business combination is determined by reference to its fair value at the date of acquisition (refer to note 3.2(a)). The cost of self-constructed assets includes the cost of materials and direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

(b)    Assets under construction

Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Assets under construction are not depreciated but tested for impairment at least annually or when there is an indication of impairment.

(c)    Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property at its carrying value at the date of transfer.

(d)    Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of an item of property, plant and equipment are capitalized until such time as the assets are substantially ready for their intended use. The interest rate used equates to the effective interest rate on debt where general borrowings are used or the relevant interest rate where specific borrowings are used to finance the construction.

(e)    Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(f)    Depreciation

Depreciation is recognized in the statement of comprehensive income as a component of profit or loss on a straight-line basis over the estimated useful life of the asset. Land is not depreciated.

The estimated useful lives for the material classes of property, plant and equipment are as follows:

•Buildings	20 to 50 years
•Plant and equipment	3 to 25 years
•Furniture and fittings	3 to 20 years

F-396

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

Depreciation methods, useful lives and residual values are reassessed on an annual basis.

Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds (if any) at the time of disposal with the net carrying amount of the asset.

3.8    Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost less accumulated depreciation and impairment losses (if any). Investment properties are depreciated on a straight-line basis over 30 to 40 years.

3.9    Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

(a)    The Group as lessor — finance leases

Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the leases.

(b)    The Group as lessee — finance leases

Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding liability to the lessor is included within loans and borrowings as a finance lease obligation. Subsequent to initial recognition the liability is accounted for in accordance with the accounting policy described in note 3.4(d)(ii) and the asset is accounted for in accordance with the accounting policy applicable to that asset.

3.10    Intangible assets

(a)    Goodwill

Goodwill arises on the acquisition of subsidiaries, associates, joint ventures and business operations and is recognized at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree over the fair value of the identifiable net assets recognized.

If the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree, the excess is recognized immediately in the statement of comprehensive income as a component of the profit or loss as a bargain purchase gain.

Goodwill is measured at cost less accumulated impairment losses (if any) and is tested at least annually for impairment. Goodwill is not amortized and is monitored for impairment testing at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. The allocation is made to the operations that are expected to benefit from the business combination in which the goodwill arose after the allocation of purchase consideration is finalized.

In respect of joint ventures and investments accounted for using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment.

F-397

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(b)    Trademarks

Trademarks are measured at cost less accumulated amortization and impairment losses (if any) with the exception of the SIG Combibloc, Reynolds, Hefty, Pactiv Foodservice, Blue Ridge, Evergreen and Graham Packaging trade names which are recognized at cost less accumulated impairment losses (if any). These trade names are considered indefinite life assets as they represent the value accumulated in the brand, which is expected to continue indefinitely into the future. Trademarks are tested at least annually for impairment.

(c)    Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers. These relationships are recognized at cost and amortized using the straight-line method over the estimated remaining useful lives of the relationships, which are based on customer attrition rates and projected cash flows.

(d)    Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technological knowledge and understanding, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technologically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

Intangible assets arising from development activities are measured at cost less accumulated amortization and accumulated impairment losses (if any).

(e)    Other intangible assets

Other intangible assets comprise permits, software, technology, patents and rights to supply. Other intangible assets that have finite useful lives are carried at cost less accumulated amortization and impairment losses (if any). Other intangible assets that have indefinite useful lives are carried at costs less impairment losses (if any).

(f)    Subsequent expenditures

Subsequent expenditure in respect of intangible assets is capitalized only when the expenditure increases the future economic benefits embodied in the specific asset to which the expenditure relates and it can be reliably measured. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(g)    Amortization

Amortization is recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and indefinite life intangibles, from the date that the intangible assets are available for use.

F-398

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

The estimated useful lives for the material classes of intangible assets are as follows:

•Software/technology   •Patents   •Rights to supply   •Customer relationships   •Trademarks 3 to 15 years   5 to 14 years   up to a maximum of 6 years   6 to 25 years   5 to 15 years

3.11    Impairment

The carrying amounts of the Group’s assets are reviewed regularly and at least annually to determine whether there is any objective evidence of impairment. An impairment loss is recognized whenever the carrying amount of an asset, cash generating unit (CGU) or group of CGUs exceeds its recoverable amount. Impairment losses directly reduce the carrying amount of assets and are recognized in the statement of comprehensive income as a component of the profit or loss.

(a)    Impairment of loans and receivables

The recoverable amount of the Group’s loans and receivables carried at amortized cost is calculated with reference to the present value of the estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at the date of initial recognition of these financial assets). Receivables with a short duration are not discounted.

Impairment losses on individual instruments that are considered significant are determined on an individual basis through an evaluation of the specific instruments’ exposures. For trade receivables which are not significant on an individual basis, impairment is assessed on a portfolio basis taking into consideration the number of days overdue and the historical loss experiences on a portfolio with a similar number of days overdue.

The criteria that the Group uses to determine whether there is objective evidence of an impairment loss include:

• significant financial difficulty of the issuer or obligor;

• a breach of contract, such as default or delinquency in respect of interest or principal repayment; or

• observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio.

(b)    Non-financial assets

The carrying amounts of the Group’s non-financial assets, including goodwill and indefinite life intangible assets, are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset or CGU’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the statement of comprehensive income as a component of the profit or loss. Impairment losses recognized in respect of a segment are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro-rata basis.

F-399

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less cost to sell, the forecasted future Adjusted EBITDA to be generated by the asset or segment being assessed is multiplied by a relevant market indexed multiple.

In respect of assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s revised carrying amount will not exceed the carrying amount that would have been determined, net of accumulated depreciation or amortization, if no impairment loss had been recognized.

3.12    Assets and liabilities classified as held for sale

Assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets or components of a disposal group are remeasured in accordance with the Group’s accounting policies. Thereafter the assets (or disposal groups) are measured at the lower of their carrying amount or fair value less costs to sell. Upon reclassification the Group ceases to depreciate or amortize non-current assets classified as held for sale. Any impairment loss on a disposal group is first allocated to goodwill and then to the remaining assets on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit plan assets, and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification of an asset to being held for sale and subsequent gains or losses on remeasurement are recognized in the statement of comprehensive income as a component of the profit or loss. Gains are not recognized in excess of any prior cumulative impairment losses.

3.13    Employee benefits

(a)     Pension obligations

The Group operates various defined contribution and defined benefit plans.

(i) Defined contribution plans

A defined contribution plan is a plan under which the employee and the Group pay fixed contributions to a separate entity. The Group has no legal or constructive obligation to pay further contributions in relation to an employee’s service in the current and prior periods. The Group’s contributions are recognized in the statement of comprehensive income as a component of the profit or loss as incurred.

(ii) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the Group’s obligations and are then adjusted for the impact of any unrecognized past service costs. The Group’s net obligation is then determined with reference to the fair value of the plan assets (if any). The discount rate used is the yield on bonds that are denominated in the currency in which the benefits

F-400

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method.

Past service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss, unless the changes to the plans are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past service costs are amortized on a straight-line basis over the vesting period.

Actuarial gains and losses are recognized in the statement of comprehensive income as component of profit or loss when the cumulative unrecognized actuarial gains and losses exceed 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets. These gains or losses are amortized on a straight-line basis over the expected remaining service lives of employees participating in the plan.

Refer to note 3.24 (b) for details on an amendment to existing IFRS guidance with respect to the accounting for defined benefit post-employment plans.

(b)     Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of the profit or loss as the related services are provided. A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably.

(c)    Post-employment medical plans

In certain jurisdictions the Group sponsors a number of defined benefit medical plans for certain existing employees and retirees. Typically these plans are unfunded and define a level of medical care that the individual will receive.

The Group’s net obligation is calculated separately for each plan by estimating the current and future use of these services by eligible employees, the current and expected future medical costs associated with such services which are discounted to determine their present value and any unrecognized past service costs. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculations are performed by qualified actuaries using the projected unit credit method with the use of mortality tables published by government agencies.

Past-service costs are recognized immediately in the statement of comprehensive income as a component of the profit or loss unless changes to a plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case the past-service costs are amortized on a straight-line basis over the vesting period.

(d)    Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits, other than pension plans and post-employment medical plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounted to determine the present value of the Group’s obligation. The discount rate used is the yield on bonds that are denominated in the currency and jurisdiction in which the benefits will be paid and that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by qualified actuaries using the projected unit credit method. Any actuarial gains or losses are recognized in the statement of comprehensive income as a component of the profit or loss in the period in which they arise.

F-401

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

(e)    Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be estimated reliably.

(f)    Incentive compensation plans

The Group recognizes a liability and associated expense for incentive compensation plans based on a formula that takes into consideration certain threshold targets and the associated measures of profitability. The Group recognizes a provision when it is contractually obligated or when there is a past practice that has created a constructive obligation to its employees to fund such plans.

3.14    Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision for the passage of time is recognized as a component of financial expense in the statement of comprehensive income as a component of the profit or loss.

(a)    Warranties

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(b)    Business closure and rationalization

A provision for business closure and rationalization is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

3.15    Self-insured employee obligations

(a)    Self-insured employee workers’ compensation

The Group is self-insured in respect of its workers’ compensation obligations in the United States. As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities relating to these claims are included in provisions.

(b)    Self-insured employee health insurance

The Group is self-insured for certain employee health insurance. The Group also maintains insurance coverage for large claims at levels that are customary and consistent with industry standards for companies of similar size. As of December 31, 2011, there are a number of outstanding claims that are routine in nature. The estimated incurred but unpaid liabilities (based on the Group’s historical claims) relating to these claims are included in trade and other payables.

F-402

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

3.16    Dividends

Dividends to the Group’s shareholder are recognized as a liability in the Group’s financial statements in the period in which the dividends are declared.

3.17    Share capital

Common stock and ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

3.18    Revenue

(a)    Sale of goods

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, volume rebates and other customer incentives. Revenue is recognized when the significant risks and rewards of ownership have been substantially transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Transfers of risks and rewards of ownership vary depending on the individual terms of the contract of sale. This occurs either upon shipment of the goods or upon receipt of the goods and/or their installation at a customer location.

(b)    Lease income

Payments received under finance leases are apportioned between finance income and the reduction of the outstanding receivable balance. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Lease income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

3.19    Lease payments

Minimum lease payments made under finance leases are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges which are recognized in the statement of comprehensive income as a component of the profit or loss are allocated to each period during the lease term so as to produce a constant rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for in the periods in which the payments are incurred.

Payments made under operating leases are recognized in the statement of comprehensive income as a component of the profit or loss on a straight-line basis over the term of the lease, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent lease payments arising under operating leases are recognized as an expense in the period in which the payments are incurred. Presently, all payments under operating leases are recognized on a straight-line basis over the term of the lease in the statement of comprehensive income.

In the event that lease incentives are received to enter into an operating lease, such incentives are deferred and recognized as a liability. The aggregated benefits of the lease incentives are recognized as a reduction to the lease expenses on a straight line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

F-403

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

3.20    Financial income and expenses

Financial income comprises interest income, foreign currency gains, and gains on derivative financial instruments in respect of financing activities that are recognized in the statement of comprehensive income as a component of the profit or loss. Interest income is recognized as it accrues using the effective interest method.

Financial expenses comprise interest expense, foreign currency losses, impairment losses recognized on financial assets (except for trade receivables) and losses in respect of financing activities on derivative instruments that are recognized in the statement of comprehensive income as a component of the profit or loss. All borrowing costs not qualifying for capitalization are recognized in the statement of comprehensive income as a component of the profit or loss.

3.21    Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognized in the statement of comprehensive income as a component of the profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized with the associated items on a net basis.

Current tax is the expected tax payable on the taxable income for the period using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is recognized using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend is recognized. Deferred income tax assets and liabilities in the same jurisdiction are off-set in the statement of financial position only to the extent that there is a legally enforceable right to off-set current tax assets and current tax liabilities and the deferred balances relate to taxes levied by the same taxing authority and are expected either to be settled on a net basis or realized simultaneously.

3.22     Sales tax, value added tax and goods and services tax

All amounts (including cash flows) are shown exclusive of sales tax, value added tax (“VAT”) and goods and services tax (“GST”) to the extent the taxes are reclaimable, except for receivables and payables that are stated inclusive of sales tax, VAT and GST.

3.23     Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale, or is a subsidiary or

F-404

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

business acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative period.

3.24     New and revised standards and interpretations

(a)     Interpretations and amendments to existing standards effective in 2011

During 2011, certain interpretations and standards which had not previously been early adopted were mandatory for the Group. This included improvements to various IFRSs 2010 — various standards (effective for financial reporting periods beginning on or after July 1, 2010 and January 1, 2011). The adoption of the revisions to existing standards did not have a material impact on the financial statements of the Group for the period ended December 31, 2011.

(b)     Standards and amendments to existing standards that are not yet effective and have not been early adopted by the Group

The following standards and amendments to existing standards are not yet effective for the period ended December 31, 2011, and have not been applied in preparing these consolidated financial statements:

IFRS 9 “Financial Instruments” is the replacement of IAS 39 “Financial Instruments: Recognition and Measurement.” IFRS 9 introduces new requirements for classifying and measuring financial assets that must be applied starting January 1, 2015, with early adoption permitted. The Group is currently evaluating the impact of IFRS 9 on its financial statements.

On May 12, 2011, the IASB released IFRS 10 “Consolidated Financial Statements,” IFRS 11 “Joint Arrangements,” IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” as part of its new suite of consolidation and related standards, replacing and amending a number of existing standards and pronouncements. Each of these standards is effective for annual reporting periods beginning on or after January 1, 2013, with early adoption permitted.

IFRS 10 introduces a new approach to determining which investments should be consolidated and supersedes the requirements of IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities.” Under the requirements of this new standard, the basis for consolidation is control regardless of the nature of the investee. The IASB has provided a series of indicators to determine control which requires judgment to be exercised in making the assessment of control. The new standard also introduces the concept of de facto control, provides greater guidance on the assessment of potential voting rights, while also requiring control to be assessed on a continuous basis where changes arise that do not merely result from a change in market conditions.

IFRS 11 overhauls the accounting for joint arrangements (previously known as joint ventures) and directly supersedes IAS 31 “Interests in Joint Ventures” while amending IAS 28 (2011) “Investments in Associates and Joint Ventures.” Under the requirements of the new standard, jointly controlled entities are either accounted for (without choice) using the equity or proportional consolidation method (depending if separation can be established legally or through another form), whereas joint ventures (previously referred to as jointly controlled operations and jointly controlled assets) must be accounted for using the proportional consolidation method.

IFRS 12 combines into a single standard the disclosure requirements for subsidiaries, associates and joint arrangements and unconsolidated structured entities. Under the expanded and new disclosure requirements, information is required to be provided to enable users to evaluate the nature of the risks associated with a reporting entity’s interest in other entities and the effect those interests can have on the reporting entity’s

F-405

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

3.    Significant accounting policies (continued)

financial position, performance and cash flow. In addition, the standard introduces new disclosures about unconsolidated structured entities.

IFRS 13 defines the concept of fair value and establishes a framework for measuring fair value, while setting the disclosure requirements for fair value measurement. The new standard focuses on explaining how to measure fair value when required by other IFRS. Prior to the introduction of IFRS 13 there was no single source of guidance on fair value measurement.

On June 16, 2011, the IASB published an amendment to IAS 19 “Employee Benefits,” which removes certain options in respect of the accounting for defined benefit post-employment plans, while introducing certain other new measurement and disclosure requirements. Under the requirements of the amended standard, the IASB now requires the immediate recognition of all actuarial gains and losses as a component of other comprehensive income, effectively removing the ability to defer and leave unrecognized those amounts that were previously permitted under the corridor method. In connection with this amendment, the IASB has also provided additional guidance on the level of aggregated disclosure permitted when plans with differing criteria are presented on a consolidated basis, while also revising the basis under which finance costs are to be determined in connection with defined benefit plans. In addition to these changes, the new standard has also introduced further measures to distinguish between short and long-term employee benefits and additional guidance in terms of the recognition of termination benefits.

Revised IAS 19 will be effective January 1, 2013. At that time, the Group will be required to cease using the corridor method of accounting for defined benefit pension plans and certain other post-employment benefit plans. With the assistance of external actuaries, the Group is in the process of quantifying the impact of this required change in accounting policy. The removal of the corridor method will require the recognition of $484 million of additional liabilities for the Group’s pension plans on the statement of financial position as of December 31, 2011. Under the new accounting requirements, the earnings on plan assets are capped at long-term bond rates used in determining the discount rate. This is expected to reduce the Group’s reported profit after tax. Efforts are ongoing to quantify this impact. As required by the Group’s borrowing agreements, the measurements in the Group’s financial covenants will continue to be performed using historical accounting policies.

In addition, on June 16, 2011, the IASB also published an amendment to IAS 1 “Presentation of Financial Statements.” Under the requirements of the amended standard, the IASB requires an entity to present amounts recognized in other comprehensive income that the entity expects will be reclassified to the statement of comprehensive income in the future (even if contingent on future events) separately from those amounts that will never be reclassified. In addition, the amendment proposes a change in the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive income but allows entities the ability to use other titles.

The requirements of the amended IAS 1 must be applied to the financial year beginning on or after January 1, 2013, with early adoption permitted. The Group is currently evaluating the effects of the amendment to IAS 1 on its financial statements.

On December 16, 2011, the IASB published amendments to IFRS 7 “Financial Instruments: Disclosures — Offsetting Financial Assets and Financial Liabilities” and IAS 32 “Financial Instruments: Presentation — Offsetting Financial Assets and Financial Liabilities.” The amendments are intended to clarify existing application issues relating to the offsetting rules and reduce the level of diversity in current practice. The amendments clarify the meaning of “currently has a legally enforceable right of set off” and “simultaneous realization and settlement.” Additional disclosures are also required about right of offset and related arrangements.

The requirements of the amended IFRS 7 must be applied to the financial year beginning on or after January 1, 2013 and of amended IAS 32 must be applied to the financial year beginning on or after January 1, 2014. Both require retrospective application for the comparative period. The Group is currently evaluating the effects of the amendments to IFRS 7 and IAS 32 on its financial statements.

F-406

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

4.    Critical accounting estimates and assumptions

In the process of applying the Group’s accounting policies management has made certain estimates and assumptions about the carrying values of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities. The key assumptions concerning the future and other key sources of uncertainty in respect of estimates at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period are:

4.1     Impairment of assets

(a)     Goodwill and indefinite life intangible assets

Determining whether goodwill is impaired requires estimation of the recoverable values of a segment, which is the lowest level within the Group at which goodwill is monitored for internal management purposes. Determining whether indefinite life intangible assets are impaired requires estimation of the recoverable values of a CGU or group of CGUs to which these assets have been allocated. Recoverable values have been based on the higher of fair value less costs to sell or on value in use (as appropriate for the segment being reviewed). Significant judgment is involved with estimating the fair value of a segment. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the segment and a suitable discount rate in order to calculate present value. Details regarding the carrying amount of goodwill and indefinite life intangible assets and the assumptions used in impairment testing are provided in note 22.

(b)     Other assets

Other assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A change in the Group’s intended use of certain assets, such as a decision to rationalize manufacturing locations, may trigger a future impairment.

4.2    Income taxes

The Group is subject to income taxes in multiple jurisdictions which require significant judgment to be exercised in determining the Group’s provision for income taxes. There are a number of transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Current tax liabilities and assets are recognized at the amount expected to be paid to or recovered from the taxation authorities. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

4.3     Realization of deferred tax assets

The Group assesses the recoverability of deferred tax assets with reference to estimates of future taxable income. To the extent that actual taxable income differs from management’s estimate of future taxable income, the value of recognized deferred tax assets may be affected. Deferred tax assets have been recognized to offset deferred tax liabilities to the extent that the deferred tax assets and liabilities are expected to be realized in the same jurisdiction and reporting period. Deferred tax assets have also been recognized based on management’s best estimate of the recoverability of these assets against future taxable income.

4.4    Finalization of provisional acquisition accounting

Following a business combination, the Group has a period of not more than twelve months from the date of acquisition to finalize the acquisition date fair values of acquired assets and liabilities, including the valuations of identifiable intangible assets and property, plant and equipment. The determination of fair value of acquired

F-407

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

4.    Critical accounting estimates and assumptions (continued)

identifiable intangible assets and property, plant and equipment involves a variety of assumptions, including estimates associated with useful lives. In accordance with the accounting policy described in note 3.2(a), any adjustments on finalization of the preliminary purchase accounting are recognized retrospectively to the date of acquisition. Refer to note 33 for details of the finalization of the purchase accounting related to the acquisition of Graham Packaging.

4.5    Measurement of obligations under defined benefit plans

The Group operates a number of defined benefit pension plans. Amounts recognized under these plans are determined using actuarial methods. These actuarial valuations involve assumptions regarding long-term rates of return on pension fund assets, expected salary increases and the age of employees. These assumptions are reviewed at least annually and reflect estimates as of the measurement date.

Any change in these assumptions will impact the amounts reported in the statements of financial position, plus net pension expense or income that may be recognized in future years.

5.    Determination of fair values

A number of the Group’s accounting policies and associated disclosures require the determination of fair values for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information regarding the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

5.1    Property, plant and equipment

The fair values of items of property, plant and equipment recognized as a result of a business combination are based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items where available or based on the assessment of appropriately qualified independent valuers.

5.2    Intangible assets

The fair values of patents and trademarks acquired in a business combination are based on the discounted estimated royalty payments that have been avoided as a result of owning the patent or trademark. The fair values of other identifiable intangible assets are based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

5.3    Investment property

The fair values of investment property are based on active market prices adjusted, if necessary, for any differences in the nature, location or condition of the specific asset. If such information is not available, the Group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. These valuations are reviewed internally and by external valuers.

5.4    Inventory

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale.

F-408

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

5.    Determination of fair values (continued)

5.5    Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Given the short-term nature of trade receivables the carrying amount is a reasonable approximation of fair value.

5.6    Derivatives

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

The fair value of commodity and other price derivatives is based on a valuation model. The valuation model (which includes when relevant the consideration of credit risk) discounts the estimated future cash flows based on the terms and maturity of each contract using forward curves and market interest rates at the reporting date.

5.7    Non-derivatives financial liabilities

The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments.

5.8    Pension and post-employment medical benefits

The valuation of the Group’s defined benefit pension and post-employment medical plans is outlined in note 3.13(a)(ii).

5.9    Fair value of borrowings acquired

The fair value of borrowings acquired in business combinations is determined using quoted market prices or agreed redemption values at the date of acquisition.

6.    Segment reporting

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in order to allocate resources to the segment and to assess its performance.

The Group’s CODM are the officers and Directors of BP I and BP II. Information reported to the Group’s CODM for the purposes of resource allocation and assessment of segment performance is focused on six business segments that exist within the Group. The Group’s operating and reportable business segments under IFRS 8 are as follows:

• SIG Combibloc — SIG Combibloc is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services.

• Evergreen — Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces paper products for commercial printing.

F-409

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

• Closures — Closures is a leading manufacturer of plastic beverage caps, closures and high speed rotary capping equipment primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market.

• Reynolds Consumer Products — Reynolds Consumer Products is a leading U.S. manufacturer of branded and store branded consumer products such as foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. Prior to the Pactiv acquisition (refer to note 33), the Reynolds Consumer Products segment consisted solely of the Group’s Reynolds consumer products business.

• Pactiv Foodservice — Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Prior to the Pactiv acquisition (refer to note 33), the Pactiv Foodservice segment consisted solely of the Group’s Reynolds foodservice packaging business. Dopaco, which was acquired in May 2011, is being integrated with the Pactiv Foodservice segment.

• Graham Packaging — Graham Packaging is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. Graham Packaging was acquired on September 8, 2011 (refer to note 33).

The CODM does not review the business activities of the Group based on geography.

The accounting policies applied by each segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by each segment without allocation of central administrative revenues and expenses, financial income and expenses, and income tax benefit and expense.

The performance of the operating segments is assessed based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net financial expenses, depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including but not limited to acquisition costs, non-cash pension income, restructuring costs, unrealized gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs and equity method profit not distributed in cash.

Inter-segment pricing is determined with reference to prevailing market prices on an arm’s length basis, with the exception of Pactiv Foodservice’s sales of Hefty and store brand products to Reynolds Consumer Products which are sold at cost.

F-410

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

Business segment reporting

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice*			Graham Packaging**			Corporate / unallocated***			Total
	(In $ million)
Total external revenue		2,036			1,557			1,317			2,503			3,409			967			—			11,789
Total inter-segment revenue		—			46			12			56			39			—			(153	)		—
Total segment revenue		2,036			1,603			1,329			2,559			3,448			967			(153	)		11,789
Gross profit		439			224			207			611			524			62			(3	)		2,064
Expenses and other income		(234	)		(69	)		(97	)		(258	)		(402	)		(86	)		(8	)		(1,154	)
Share of profit of associates and joint ventures		15			2			—			—			—			—			—			17
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(11	)		927
Financial income																							6
Financial expenses																							(1,420	)
Loss before income tax																							(487	)
Income tax benefit																							60
Loss after income tax																							(427	)
Earnings before interest and tax (“EBIT”)		220			157			110			353			122			(24	)		(11	)		927
Depreciation and amortization		260			60			81			150			292			129			—			972
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414			105			(11	)		1,899

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

^**  Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

^***  Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions between segments.

F-411

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2011
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice*		Graham Packaging**		Corporate / unallocated***			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		480			217			191			503			414		105		(11	)		1,899
Included in EBITDA:
Asset impairment charges		4			—			1			—			7		—		—			12
Business acquisition and integration costs		—			—			—			5			45		9		26			85
Business interruption costs (recoveries)		2			—			1			(1	)		—		—		—			2
Change of control payments		—			—			—			—			—		12		—			12
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—		—		—			(10	)
Gain on modification of plan benefits		—			—			—			—			—		—		(25	)		(25	)
Gain on sale of businesses		—			—			(5	)		—			—		—		—			(5	)
Impact of purchase price accounting on inventory and leases		—			—			—			—			5		27		—			32
Non-cash inventory charge		—			—			—			1			2		—		—			3
Non-cash pension expense (income)		—			—			—			3			4		—		(49	)		(42	)
Operational process engineering-related consultancy costs		—			—			—			17			21		—		4			42
Restructuring costs		2			—			5			11			48		3		19			88
SEC registration costs		—			—			—			—			—		—		6			6
Unrealized loss on derivatives		2			2			2			17			3		—		—			26
VAT and custom duties on historical imports		1			—			—			—			—		—		—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		483			217			195			556			549		156		(30	)		2,126
Segment assets ‡		3,218			1,398			1,774			4,916			5,892		5,755		(1,318	)		21,635
Included in segment assets are:
Additions to property, plant and equipment		185			62			63			33			105		63		—			511
Additions to intangible assets		8			—			3			1			—		5		1			18
Additions to investment properties		4			—			—			—			—		—		—			4
Investments in associates and joint ventures		104			14			—			—			—		1		—			119
Segment liabilities ‡		2,031			412			804			1,396			861		3,958		12,630			22,092

* Represents the results of operations of the Reynolds foodservice packaging business and the Pactiv foodservice packaging business for the full year ended December 31, 2011 and the results of operations of Dopaco for the period from May 2, 2011 to December 31, 2011.

** Represents the results of operations of Graham Packaging from September 8, 2011 to December 31, 2011.

*** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

‡ In accordance with IFRS 3 (revised) “Business Combinations,” the information presented as of December 31, 2011 has been revised to reflect the effect of the finalization of the purchase price accounting for the Graham Packaging acquisition. Refer to note 2.6.

F-412

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures*			Reynolds Consumer Products**			Pactiv Foodservice***			Corporate / unallocated****			Total
	(In $ million)
Total external revenue		1,846			1,580			1,167			1,334			847			—			6,774
Total inter-segment revenue		—			3			7			44			77			(131	)		—
Total segment revenue		1,846			1,583			1,174			1,378			924			(131	)		6,774
Gross profit		464			209			185			327			65			—			1,250
Expenses and other income		(213	)		(67	)		(89	)		(113	)		(106	)		(9	)		(597	)
Share of profit of associates and joint ventures		16			2			—			—			—			—			18
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(9	)		671
Financial income																				52
Financial expenses																				(750	)
Loss before income tax																				(27	)
Income tax expense																				(75	)
Loss after income tax																				(102	)
Earnings before interest and tax (“EBIT”)		267			144			96			214			(41	)		(9	)		671
Depreciation and amortization		243			62			79			62			58			—			504
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(9	)		1,175

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-413

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2010
	SIG Combibloc			Evergreen			Closures*			Reynolds Consumer Products**			Pactiv Foodservice***			Corporate / unallocated****			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		510			206			175			276			17			(9	)		1,175
Included in EBITDA:
Adjustment related to settlement of a lease obligation		—			—			—			(2	)		—			—			(2	)
Asset impairment charges (reversals)		(1	)		—			—			—			29			—			28
Black Liquor Credit		—			(10	)		—			—			—			—			(10	)
Business acquisition costs		—			1			1			—			—			10			12
Business interruption costs		—			—			2			—			—			—			2
CSI Americas gain on acquisition		—			—			(10	)		—			—			—			(10	)
Equity method profit not distributed in cash		(11	)		(3	)		—			—			—			—			(14	)
Gain on sale of businesses and investment properties		(6	)		(2	)		—			—			(8	)		—			(16	)
Impact of purchase price accounting on inventories		—			—			—			25			38			—			63
Operational process engineering-related consultancy costs		—			2			—			6			—			—			8
Pension income		—			—			—			—			—			(5	)		(5	)
Related party management fees		—			1			—			—			—			—			1
Restructuring costs (recoveries)		11			—			3			(4	)		(1	)		—			9
Termination of supply agreement		—			—			—			—			7			—			7
Unrealized (gain) loss on derivatives		—			1			(1	)		(2	)		(1	)		—			(3	)
VAT and custom duties on historical imports		10			—			—			—			—			—			10
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		513			196			170			299			81			(4	)		1,255
Segment assets		3,439			1,257			1,739			1,763			405			7,111			15,714
Included in segment assets are:
Additions to property, plant and equipment		151			47			82			13			10			12			315
Additions to intangible assets		13			—			—			5			—			—			18
Additions to investment properties		4			—			—			—			—			—			4
Investments in associates and joint ventures		97			13			—			—			—			—			110
Segment liabilities		2,073			392			1,167			1,161			197			10,726			15,716

* Includes the results of operations of CSI Americas for the period from February 1, 2010 to December 31, 2010.

** Represents the results of operations of the Reynolds consumer products business for the full year ended December 31, 2010 and the results of operations of the Hefty consumer products business for the period from November 16, 2010 to December 31, 2010.

*** Represents the results of operations of the Reynolds foodservice packaging business for the full year ended December 31, 2010 and the results of operations of the Pactiv foodservice packaging business for the period from November 16, 2010 to December 31, 2010.

**** Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment and acquisition-related assets not allocated to specific segments. It also includes eliminations of transactions and balances between segments.

F-414

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated*			Total
	(In $ million)
Total external revenue		1,668			1,429			977			1,151			685			—			5,910
Total inter-segment revenue		—			—			3			39			54			(96	)		—
Total segment revenue		1,668			1,429			980			1,190			739			(96	)		5,910
Gross profit		410			376			161			222			47			3			1,219
Expenses and other income		(229	)		(85	)		(79	)		(31	)		(45	)		(3	)		(472	)
Share of profit of associates and joint ventures		9			2			—			—			—			—			11
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Financial income																				9
Financial expenses																				(496	)
Profit before income tax																				271
Income tax expense																				(148	)
Profit after income tax																				123
Earnings before interest and tax (“EBIT”)		190			293			82			191			2			—			758
Depreciation and amortization		250			64			73			63			52			—			502
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-415

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

	For the period ended December 31, 2009
	SIG Combibloc			Evergreen			Closures			Reynolds Consumer Products			Pactiv Foodservice			Corporate / unallocated*			Total
	(In $ million)
Earnings before interest, tax, depreciation and amortization (“EBITDA”)		440			357			155			254			54			—			1,260
Included in EBITDA:
Asset impairment charges		6			6			—			—			1			—			13
Black Liquor Credit		—			(214	)		—			—			—			—			(214	)
Business acquisition costs		—			1			—			—			—			—			1
Elimination of the effect of the historical Reynolds Consumer hedging policy		—			—			—			91			4			—			95
Equity method profit not distributed in cash		(8	)		(2	)		—			—			—			—			(10	)
Inventory write-off arising on restructure		—			—			—			—			5			—			5
Korean insurance claim		—			(2	)		—			—			—			—			(2	)
Loss on sale of Baco assets		—			—			—			1			—			—			1
Manufacturing plant flood impact		—			—			—			5			—			—			5
Operational process engineering-related consultancy costs		—			13			—			—			—			—			13
Plant realignment costs		—			—			—			2			—			—			2
Related party management fees		—			3			—			—			—			—			3
Restructuring costs		38			3			3			5			9			—			58
Transition costs		—			—			—			24			—			—			24
Unrealized gain on derivatives		(4	)		—			(10	)		(102	)		(13	)		—			(129	)
VAT and custom duties on historical imports		3			—			—			—			—			—			3
Write down of assets held for sale		—			1			—			—			—			—			1
Write off of receivables related to sale of Venezuela operations		—			1			—			—			—			—			1
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)		475			167			148			280			60			—			1,130
Segment assets		4,025			1,316			1,432			1,670			512			(1,420	)		7,535
Included in segment assets are:
Additions to property, plant and equipment		77			61			69			31			4			—			242
Additions to intangible assets		21			2			—			22			3			—			48
Additions to investment properties		2			—			—			—			—			—			2
Investments in associates and joint ventures		90			10			—			—			4			—			104
Segment liabilities		1,255			1,034			970			1,158			267			1,992			6,676

* Corporate/unallocated includes holding companies and certain debt issuer companies which support the entire Group and which are not part of a specific segment. It also includes eliminations of transactions and balances between segments.

F-416

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

6.    Segment reporting (continued)

Information about geographic area

The Group’s revenue from external customers and information about its segment assets (total non-current assets excluding financial instruments, non-current receivables, deferred tax assets and post-employment benefit assets) by geographical origin are detailed below. In presenting information on a geographical basis, revenue and assets have been based in the location of the business operations:

	USA		Remaining North American Region		Europe		Asia		South America		Other		Total
	(In $ million)
Total external revenue
For the period ended December 31, 2011		7,990		628		1,742		941		375		113		11,789
For the period ended December 31, 2010		3,829		299		1,498		759		292		97		6,774
For the period ended December 31, 2009		3,279		230		1,483		656		249		13		5,910
Non-current assets
As of December 31, 2011		13,769		498		1,796		923		268		58		17,312
As of December 31, 2010		9,073		369		1,769		855		122		60		12,248

There was no revenue from external customers in Luxembourg, where BP I and BP II are domiciled, for the period ended December 31, 2011 (2010: none; 2009: none). There were no total non-current assets in Luxembourg as of December 31, 2011 (December 31, 2010: none).

Information about major customers

The Group does not have revenue from transactions with a single external customer amounting to 10% or more of the Group’s revenue.

Information about major product lines

Supplemental information on net sales by major product line is set forth below:

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Foodservice packaging		3,448			924			739
Aseptic carton packaging		2,036			1,846			1,668
Caps and closures		1,329			1,174			980
Waste and storage products		992			509			433
Cooking products		822			768			757
Tablewares		745			101			—
Cartons		775			755			757
Beverage containers		646			—			—
Liquid packaging board		441			416			336
Paper products		387			412			336
Household product containers		175			—			—
Other product containers		146			—			—
Inter-segment eliminations		(153	)		(131	)		(96	)
Total revenue		11,789			6,774			5,910

F-417

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

7.    Revenue

	For the period  ended December 31,
	2011		2010		2009
	(In $ million)
Sale of goods		11,699		6,692		5,845
Services		90		82		65
Total revenue		11,789		6,774		5,910

8.    Other income

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Adjustment related to settlement of a lease obligation		—		2		—
CSI Americas gain on acquisition		—		10		—
Gain on sale of businesses		5		—		—
Gain on sale of investment properties		—		16		—
Gain on sale of non-current assets		—		5		4
Income from facility management		12		11		15
Income from miscellaneous services		6		8		11
Insurance claims		6		—		4
Landfill tipping fees received		5		—		—
Rental income from investment properties		6		6		5
Royalty income		4		2		2
Sale of by-products		29		25		18
Unrealized gains on derivatives		—		4		129
Other		14		13		13
Total other income		87		102		201

9.    General and administration expenses

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Research and development expenses		(145	)		(107	)		(99	)
Auditors’ remunerations to PricewaterhouseCoopers, comprising:
Audit fees		(12	)		(11	)		(7	)
Other audit related fees(a)		(7	)		(5	)		(5	)
Tax fees(b)		(1	)		(1	)		(12	)

(a) Other audit related fees include services for the audit or review of financial information other than year end or interim financial statements (including audits of carve out financial statements for debt refinancing and covenant reporting under bank facilities).

(b) In 2009, $12 million was incurred for tax advice from PricewaterhouseCoopers LLP regarding alternative fuel mixtures credits. These costs have been recognized as a component of cost of sales during the period ended December 31, 2009.

F-418

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

10.    Other expenses

	Note		For the period ended December 31,
			2011			2010			2009
			(In $ million)
Asset impairment charges				(12	)		(29	)		(13	)
Business acquisition costs				(38	)		(13	)		—
Business integration costs				(43	)		—			—
Net foreign currency exchange loss				(7	)		(3	)		(3	)
Operational process engineering-related consultancy costs				(42	)		(7	)		(13	)
Related party management fees		30		—			(1	)		(3	)
Restructuring costs				(88	)		(9	)		(58	)
SEC registration costs				(6	)		—			—
Unrealized losses on derivatives				(26	)		—			—
VAT and custom duties on historical imports				(1	)		(11	)		(3	)
Other				(5	)		(7	)		(3	)
Total other expenses				(268	)		(80	)		(96	)

11.    Personnel expenses

Personnel expenses recognized in the statements of comprehensive income were $1,965 million for the period ended December 31, 2011 (2010: $1,229 million; 2009: $1,167 million). Personnel expenses include salaries, wages, employee related taxes, short-term employee benefits, pension benefits, post-employment medical benefits and other long-term employee benefits. For additional details related to the post-employment benefit plans, refer to note 26.

12.    Financial income and expenses

	Note	For the period ended December 31,
		2011			2010			2009
		(In $ million)
Interest income			6			5			6
Interest income on related party loans			—			3			1
Net change in fair value of derivatives			—			44			2
Financial income			6			52			9
Interest expense:
August 2011 Credit Agreement			(168	)		—			—
2009 Credit Agreement			(29	)		(135	)		(13	)
August 2011 Notes			(85	)		—			—
February 2011 Notes			(139	)		—			—
October 2010 Notes			(243	)		(50	)		—
May 2010 Notes			(88	)		(56	)		—
2009 Notes			(147	)		(134	)		(20	)
2007 Notes			(109	)		(104	)		(110	)

F-419

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

12.    Financial income and expenses (continued)

			For the period ended December 31,
	Note		2011			2010			2009
			(In $ million)
Pactiv 2012 Notes				(15	)		(2	)		—
Pactiv 2017 Notes				(24	)		(3	)		—
Pactiv 2018 Notes				(1	)		—			—
Pactiv 2025 Notes				(22	)		(3	)		—
Pactiv 2027 Notes				(17	)		(2	)		—
Graham Packaging 2014 Notes				(12	)		—			—
Graham Packaging 2017 Notes				(3	)		—			—
Graham Packaging 2018 Notes				(3	)		—			—
2008 Reynolds Senior Credit Facilities				—			—			(66	)
2007 SIG Senior Credit Facilities				—			—			(47	)
CHH Facility				—			(8	)		(22	)
Blue Ridge Facility				—			—			(2	)
Related party borrowings		30		(1	)		—			(12	)
Amortization of:
Debt issue costs:
2011 Credit Agreement				(4	)		—			—
2009 Credit Agreement(a)				(86	)		(10	)		(1	)
August 2011 Notes				(2	)		—			—
February 2011 Notes				(2	)		—			—
October 2010 Notes				(10	)		(2	)		—
May 2010 Notes				(3	)		(2	)		—
2009 Notes				(8	)		(9	)		(1	)
2007 Notes				(4	)		(4	)		(4	)
2008 Reynolds Senior Credit Facilities				—			—			(19	)
2007 SIG Senior Credit Facilities				—			—			(3	)
CHH Facility				—			—			(1	)
Debt commitment letter fees(b)(c)				(68	)		(98	)		—
Credit Agreement amendment fees				(11	)		(12	)		—
Fair value adjustment of acquired notes				14			1			—
Original issue discounts(a)				(42	)		(6	)		(1	)
Embedded derivatives				11			3			—
Graham Packaging Notes tender offer fees				(5	)		—			—
Unamortized debt issue costs written off				—			—			(36	)
Net change in fair values of derivatives				(20	)		—			—
Net foreign currency exchange loss				(55	)		(101	)		(131	)
Other				(19	)		(13	)		(7	)
Financial expenses				(1,420	)		(750	)		(496	)
Net financial expenses				(1,414	)		(698	)		(487	)

(a) In February 2011, the 2009 Credit Agreement was repaid in full with the proceeds from the February 2011 Notes as well as proceeds from the February 2011 Credit Agreement. As a result of such repayments, the

F-420

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

12.    Financial income and expenses (continued)

unamortized debt issuance costs of $86 million and unamortized original issuance discount of $38 million related to the 2009 Credit Agreement were expensed during the period ended December 31, 2011.

(b) A debt commitment letter to fund the Graham Packaging Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $68 million of fees. The proceeds from the issuance of the August 2011 Notes and drawings under the August 2011 Credit Agreement were used to finance the Graham Packaging Acquisition (refer to note 33). As the commitments under the debt commitment letter were not utilized, the Group expensed $68 million of the fees during the period ended December 31, 2011.

(c) A debt commitment letter to fund the Pactiv Acquisition (refer to note 33) was initially for an amount up to $5 billion and was subject to certain conditions and adjustments, and resulted in the Group incurring $98 million of fees. The proceeds from the issuance of the October 2010 Notes and the additional borrowings under the 2009 Credit Agreement were used to finance the Pactiv acquisition. As the commitments under the debt commitment letter were not utilized, the Group expensed $98 million of fees during the period ended December 31, 2010.

Refer to note 25 for information on the Group’s borrowings.

13.    Income tax

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current tax expense
Current period		(148	)		(117	)		(115	)
Adjustment for prior periods		—			—			(2	)
		(148	)		(117	)		(117	)
Deferred tax benefit (expense)
Origination and reversal of temporary differences		189			36			(40	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			12
Adjustments for prior periods		(7	)		—			1
		208			42			(31	)
Income tax benefit (expense)		60			(75	)		(148	)

Refer to note 37 for a discussion of a refund claim submitted by Evergreen to the Internal Revenue Service (“IRS”) in May 2012.

F-421

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

13.    Income tax (continued)

13.1    Reconciliation of effective tax rate

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Reconciliation of effective tax rate
Profit (loss) before income tax		(487	)		(27	)		271
Income tax using the New Zealand tax rate of 28% (2010 and 2009: 30%)		136			8			(81	)
Effect of tax rates in foreign jurisdictions		47			(8	)		29
Effect of tax rates in state and local tax		(1	)		(5	)		(13	)
Non-deductible expenses and permanent differences		(95	)		(32	)		(4	)
Tax exempt income and income at a reduced tax rate		9			10			6
Withholding tax		(28	)		(10	)		(3	)
Controlled foreign corporation tax		2			(11	)		(17	)
Tax rate modifications		8			—			(4	)
Recognition of previously unrecognized tax losses and temporary differences		18			6			21
Unrecognized tax losses and temporary differences		(48	)		(61	)		(82	)
Tax uncertainties		8			—			—
Cellulosic biofuel credits		—			29			—
Credits		4			2			—
Other		3			(3	)		1
Over (under) provided in prior periods		(3	)		—			(1	)
Total current period income tax (expense) benefit		60			(75	)		(148	)

14.    Other comprehensive income

	For the period ended December 31,
	2011					2010				2009
	Pre-Tax			Tax effect		Pre-Tax		Tax effect		Pre-Tax		Tax effect
	(In $ million)
Exchange difference on translating foreign operations		(26	)		—		276		—		71		—
Cash flow hedges		—			—		—		—		19		(7	)
Total other comprehensive income		(26	)		—		276		—		90		(7	)

During the period ended December 31, 2010, the Group transferred $49 million of the exchange difference on translating foreign operations, which had been previously recognized in other comprehensive income to the profit or loss primarily as a result of the internal restructuring of legal entities within the SIG segment.

During the period ended December 31, 2009, the Group transferred $12 million of cash flow hedges which had been previously recognized in other comprehensive income to the profit or loss following the derivatives becoming ineffective hedges when the underlying borrowings were repaid.

F-422

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

15.    Cash and cash equivalents

	As of December  31,
	2011		2010
	(In $ million)
Cash at bank and on hand		445		591
Short-term deposits		152		72
Total cash and cash equivalents		597		663

16.    Trade and other receivables

	As of December  31,
	2011			2010
	(In $ million)
Trade receivables		1,347			977
Provisions for doubtful debts		(25	)		(22	)
		1,322			955
Related party receivables (refer to note 30)		31			36
Other receivables		151			154
Total current trade and other receivables		1,504			1,145
Total non-current receivables		55			47

16.1    Movement in provision for doubtful debts

	As of December  31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		(22	)		(22	)
Doubtful debts charges recognized		(10	)		(8	)
Doubtful debts provision applied against trade receivable balance		1			6
Reversal of doubtful debts charges previously recognized		6			2
Balance at the end of the period		(25	)		(22	)

The doubtful debts charge recognized of $10 million for the period ended December 31, 2011 (2010: $8 million; 2009: $4 million) relates to increases required as a result of management’s review of the trade receivable balances.

16.2    Balances net of provision for doubtful debts

	As of December  31,
	2011		2010
	(In $ million)
Current		1,214		842
Past due 0 to 30 days		81		91
Past due 31 days to 60 days		9		6
Past due 61 days to 90 days		5		2
More than 91 days		13		14
Balance at the end of the period		1,322		955

F-423

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

16.    Trade and other receivables (continued)

The individual operating divisions within the Group have reviewed their respective past due trade receivable balances on either an individual or collective basis in conjunction with their current level of credit insurance, where applicable. Based on past experience, the Group believes that no further allowance for doubtful debts other than that recognized is necessary.

17.    Assets and liabilities held for sale

	As of December  31,
	2011		2010
	(In $ million)
Assets
Trade receivables		10		—
Inventories		15		—
Property, plant and equipment		44		18
Pension asset		1		—
Total net assets held for sale		70		18
Liabilities
Trade and other payables		14		—
Other liabilities		6		—
Liabilities directly associated with assets held for sale		20		—
Net assets held for sale		50		18

During the period ended December 31, 2011, the Group decided to sell the Pactiv Foodservice laminating operations in Louisville, Kentucky and certain property, plant and equipment. The sale was completed on January 2012 (refer to note 37).

During the period ended December 31, 2010, the Group finalized the sale of the Downingtown facility and recorded an impairment charge of $7 million on the Richmond facility.

Efforts to dispose of the remaining net assets held for sale are currently progressing and are expected to be completed in the next twelve month period.

18.    Inventories

	As of December  31,
	2011			2010
	(In $ million)
Raw materials and consumables		556			379
Work in progress		227			167
Finished goods		898			646
Engineering and maintenance materials		152			146
Provision against inventory		(69	)		(57	)
Total inventory		1,764			1,281

F-424

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

18.    Inventories (continued)

During the period ended December 31, 2011, the raw materials elements of inventory recognized as a component of cost of sales totaled $5,750 million (2010: $3,053 million; 2009: $2,684 million). In addition, purchase price adjustments to inventory charged to cost of sales totaled $33 million for the period ended December 31, 2011 (2010: $64 million; 2009: none).

During the period ended December 31, 2011, there were no material write-downs of inventories to net realizable value (2010: $3 million; 2009: $10 million). There were no material reversals of write-downs during 2011 (2010: $2 million; 2009: none). The inventory write-downs and reversals are included in cost of sales.

The U.S. Internal Revenue Code provided a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, was refundable to the taxpayer. During May 2009, the Group received notification that its application to be registered as an alternative fuel mixer at its Canton and Pine Bluff facilities (within the Evergreen segment) had been approved. For the year ended December 31, 2009, the Group filed claims for alternative fuel mixture credits covering eligible periods from January 2009 to December 2009, totaling approximately $235 million. As a result of these claims, the Group recognized during the period ended December 31, 2009 a reduction of $214 million in its cost of sales, being the claim value net of applicable expenses. In 2010, the Group filed for additional claims based on information released by the Internal Revenue Service in 2010 clarifying how the volume of alternative fuel mixture used in the production process that qualifies for the tax credit should be determined. As a result, the Group recognized during the period ended December 31, 2010 a reduction of $10 million in its cost of sales, being the claim value net of applicable expenses. The Group recognized no such credits in the period ended December 31, 2011.

F-425

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

19.    Property, plant and equipment

	Land			Buildings and improvements			Plant and equipment			Capital work in progress			Leased assets lessor			Financed leased assets			Total
	(In $ million)
As of December 31, 2011
Cost		239			1,019			4,041			341			334			28			6,002
Accumulated depreciation		—			(178	)		(1,112	)		—			(156	)		(4	)		(1,450	)
Accumulated impairment losses		(2	)		—			(4	)		—			—			—			(6	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
As of December 31, 2010
Cost		218			776			2,668			201			268			28			4,159
Accumulated depreciation		—			(83	)		(686	)		—			(114	)		(2	)		(885	)
Accumulated impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266
Carrying amount as of January 1, 2011		218			690			1,977			201			154			26			3,266
Acquisitions through business combinations (refer to note 33)		44			232			1,164			86			—			—			1,526
Additions		—			6			38			416			51			—			511
Capitalization of borrowing costs		—			—			2			2			—			—			4
Disposals		(1	)		(9	)		(6	)		—			(2	)		—			(18	)
Depreciation for the period		—			(94	)		(501	)		—			(54	)		(1	)		(650	)
Impairment losses		(2	)		(5	)		(1	)		—			—			—			(8	)
Transfers to intangible assets		—			—			—			(2	)		—			—			(2	)
Transfers to assets held for sale		(10	)		(8	)		(3	)		—			—			—			(21	)
Other transfers		(10	)		39			303			(369	)		33			—			(4	)
Effect of movements in exchange rates		(2	)		(10	)		(48	)		7			(4	)		(1	)		(58	)
Carrying amount as of December 31, 2011		237			841			2,925			341			178			24			4,546
Carrying amount as of January 1, 2010		124			399			1,109			80			110			3			1,825
Acquisitions through business combinations (refer to note 33)		83			328			944			64			—			24			1,443
Additions		10			1			47			223			71			—			352
Capitalization of borrowing costs		—			—			—			1			—			—			1
Disposals		(2	)		(6	)		(19	)		—			(3	)		—			(30	)
Depreciation for the period		—			(30	)		(240	)		—			(46	)		(1	)		(317	)
Impairment losses		—			(3	)		(5	)		—			—			—			(8	)
Transfers to assets held for sale		—			12			(13	)		—			—			—			(1	)
Transfers to intangibles		—			—			(3	)		—			—			—			(3	)
Other transfers		—			(3	)		154			(168	)		17			—			—
Effect of movements in exchange rates		3			(8	)		3			1			5			—			4
Carrying amount as of December 31, 2010		218			690			1,977			201			154			26			3,266

The depreciation charge of $650 million for the period ended December 31, 2011 (2010: $317 million; 2009: $331 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $625 million; 2010: $302 million; 2009: $318 million), selling, marketing and distribution expenses (2011: $4 million; 2010: $3 million; 2009: $4 million) and general and administration expenses (2011: $21 million; 2010: $12 million; 2009: $9 million).

During the period ended December 31, 2011, the Group incurred an impairment loss of $9 million (2010: $8 million; 2009: $5 million) related to closures of certain facilities. There were no reversals of impairment charges during the period ended December 31, 2011 (2010: none; 2009: none). The recognition and reversal of impairment charges is included in other expenses in the profit or loss component of the statements of comprehensive income.

F-426

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

19.    Property, plant and equipment (continued)

Refer to note 34 for details of the leased assets lessor category of property, plant and equipment. Refer to note 25 for details of security granted over property, plant and equipment and other assets.

20.    Investment properties

	As of December  31,
	2011			2010
	(In $ million)
Cost		44			81
Accumulated depreciation		(9	)		(7	)
Accumulated impairment losses		(6	)		(6	)
Balance at the end of the period		29			68
Balance at the beginning of the period		68			76
Additions		4			4
Disposals		(43	)		(16	)
Depreciation		(1	)		(2	)
Transfer from property, plant and equipment		4			—
Impairment (losses) reversals		(4	)		1
Effect of movements in exchange rates		1			5
Balance at the end of the period		29			68
Fair value of investment properties		29			68

Investment properties (mainly industrial real estate), held by the Group’s SIG and Closures segments, are leased to third parties. The method for determining the fair value of investment properties is described in note 5.3.

No contingent rents are charged.

The Group has no restrictions on the realizability of its investment property and no contractual obligations to either purchase, construct or develop investment property or for repairs, maintenance and enhancements.

Direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period ended December 31, 2011 totaled $3 million (2010: $3 million; 2009: $3 million).

There were no direct operating expenses (including repairs and maintenance) arising from investment properties that did not generate rental income during the period ended December 31, 2011 (2010: none; 2009: none).

21.    Current and deferred tax assets and liabilities

The current tax asset of $39 million (2010: $109 million) represents the amount of income taxes recoverable in respect of current and prior periods and that arise from the payment of tax in excess of the amounts due to the relevant tax authorities. The current tax liability of $161 million (2010: $145 million) represents the amount of income taxes payable in respect of current and prior periods.

F-427

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

21.    Current and deferred tax assets and liabilities (continued)

21.1    Unrecognized deferred tax assets

	As of December  31,
	2011		2010
	(In $ million)
Deductible/(taxable) temporary differences		17		20
Tax losses		276		284
Total unrecognized deferred tax assets		293		304

The tax losses of the Group expire over different time intervals depending on local jurisdiction requirements. Certain deductible temporary differences do not expire under current tax legislation in the jurisdiction where the differences arose. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefit.

21.2    Unrecognized deferred tax liabilities

To the extent that dividends are expected to be remitted from overseas subsidiaries, joint ventures and associates, and would result in additional income taxes payable, appropriate amounts have been provided for in the statements of financial position. No deferred tax liabilities have been provided for unremitted earnings of the Group’s overseas companies when these amounts are considered permanently reinvested in the businesses of these companies. As of December 31, 2011, the unrecognized deferred tax liabilities associated with unremitted earnings totaled approximately $12 million.

21.3    Movement in recognized deferred tax assets and liabilities

	Derivatives			Inventories			Property, plant and equipment			Investment property			Intangible assets			Employee benefits			Provisions			Tax loss carry- forwards			Interest		Tax credits		Unrecognized temporary differences			Unrealized foreign currency exchange			Other items			Net deferred tax assets (liabilities)
	(In $ million)
Balance at the beginning of the period		2			(2	)		(194	)		(6	)		(295	)		51			27			104			—		—		(13	)		7			6			(313	)
Recognized in the profit or loss		(6	)		27			(20	)		6			56			7			(20	)		(9	)		9		16		(7	)		(8	)		(9	)		42
Acquired in business combinations		(3	)		(16	)		(308	)		—			(996	)		311			27			42			—		18		—			—			86			(839	)
Other (including foreign exchange and disposals)		1			—			2			—			—			—			—			—			—		—		—			—			—			3
Balance as of December 31, 2010		(6	)		9			(520	)		—			(1,235	)		369			34			137			9		34		(20	)		(1	)		83			(1,107	)
Recognized in the profit or loss		11			(5	)		64			—			62			(10	)		(11	)		(71	)		161		15		(3	)		1			(6	)		208
Acquired in business combinations		—			(2	)		(164	)		—			(905	)		23			8			312			—		11		5			—			89			(623	)
Other (including foreign exchange and disposals)		—			(1	)		1			—			5			(9	)		(1	)		1			—		—		1			—			6			3
Balance as of December 31, 2011		5			1			(619	)		—			(2,073	)		373			30			379			170		60		(17	)		—			172			(1,519	)

F-428

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

21.    Current and deferred tax assets and liabilities (continued)

	As of December 31,
	2011			2010
	(In $ million)
Included in the statement of financial position as:
Deferred tax assets—non-current		29			23
Deferred tax liabilities—non-current		(1,548	)		(1,130	)
Total recognized net deferred tax liabilities		(1,519	)		(1,107	)

21.4    Movement in unrecognized deferred taxes

	Tax losses			Taxable temporary differences			Deductible temporary differences			Total unrecognized deferred tax asset
	(In $ million)
Balance at the beginning of the period		230			1			13			244
Additions and reversals		56			(2	)		7			61
Recognition		(6	)		—			—			(6	)
Acquired in business combinations		20			—			—			20
Other (including foreign exchange and disposals)		(16	)		1			—			(15	)
Balance as of December 31, 2010		284			—			20			304
Additions and reversals		44			—			4			48
Recognition		(17	)		(1	)		—			(18	)
Acquired in business combinations		65			—			(5	)		60
Other (including foreign exchange and disposals)		(100	)		(5	)		4			(101	)
Balance as of December 31, 2011		276			(6	)		23			293

F-429

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

22.    Intangible assets

	Goodwill			Trademarks			Customer relationships			Technology & software			Other			Total
	(In $ million)
As of December 31, 2011
Cost		6,297			2,058			3,768			1,082			241			13,446
Accumulated amortization		—			(24	)		(447	)		(321	)		(109	)		(901	)
Carrying amount as of December 31, 2011		6,297			2,034			3,321			761			132			12,545
As of December 31, 2010
Cost		4,630			1,803			2,147			535			288			9,403
Accumulated amortization		—			(12	)		(280	)		(219	)		(129	)		(640	)
Accumulated impairment losses		—			—			—			—			(15	)		(15	)
Carrying amount as of December 31, 2010		4,630			1,791			1,867			316			144			8,748
Carrying amount as of January 1, 2011		4,630			1,791			1,867			316			144			8,748
Acquisitions through business combinations (refer to note 33)		1,754			256			1,659			540			8			4,217
Additions		—			—			5			8			5			18
Amortization for the period		—			(6	)		(153	)		(106	)		(56	)		(321	)
Transfers from property, plant and equipment		—			—			—			2			—			2
Other transfers		—			(6	)		(24	)		—			30			—
Other (refer to note 2.6)		(53	)		—			—			—			—			(53	)
Effect of movements in exchange rates		(34	)		(1	)		(33	)		1			1			(66	)
Carrying amount as of December 31, 2011		6,297			2,034			3,321			761			132			12,545
Carrying amount as of January 1, 2010		1,730			654			635			184			76			3,279
Acquisitions through business combinations (refer to note 33)		2,931			1,114			1,323			189			93			5,650
Other additions		—			—			3			9			7			19
Amortization for the period		—			(5	)		(88	)		(59	)		(33	)		(185	)
Impairment losses		—			—			—			—			(15	)		(15	)
Disposals		—			—			—			(1	)		—			(1	)
Transfers from property, plant and equipment		—			—			—			3			—			3
Other transfers		—			—			—			(15	)		15			—
Effect of movements in exchange rates		(31	)		28			(6	)		6			1			(2	)
Carrying amount as of December 31, 2010		4,630			1,791			1,867			316			144			8,748

The amortization charge of $321 million for the period ended December 31, 2011 (2010: $185 million; 2009: $169 million) is recognized in the statements of comprehensive income as a component of cost of sales (2011: $97 million; 2010: $83 million; 2009: $84 million) and general and administration expenses (2011: $224 million; 2010: $102 million; 2009: $85 million).

Refer to note 25 for details of security granted over the Group’s intangible assets.

F-430

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

22.    Intangible assets (continued)

22.1    Impairment testing for indefinite life intangible assets

Goodwill, certain trademarks and certain other identifiable intangible assets are the only intangibles with indefinite useful lives and therefore are not subject to amortization. Instead, they are tested for impairment at least annually as well as whenever there is an indication that they may be impaired.

For the purposes of goodwill impairment testing, goodwill is tested at the segment level, which is the lowest level within the Group at which goodwill is monitored for internal management purposes.

For the purposes of indefinite life intangible asset impairment testing, indefinite life intangible assets are tested at a group of CGUs that supports the indefinite life intangible assets.

The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each segment for purposes of impairment testing are as follows and do not reflect the finalization of purchase accounting for the acquisition of Graham Packaging:

	As of December 31,
	2011						2010
	Goodwill		Trademarks		Other		Goodwill		Trademarks		Other
	(In $ million)
SIG Combibloc		807		297		—		881		298		—
Evergreen		41		34		—		41		34		—
Pactiv Foodservice		1,650		526		71		—		—		—
Reynolds Consumer Products		1,845		850		—		394		301		—
Closures		377		—		—		386		—		—
Graham Packaging		—		250		—		—		—		—
Unallocated		1,577		—		—		2,928		1,075		78
Total		6,297		1,957		71		4,630		1,708		78

The impairment testing for allocated goodwill and indefinite life identifiable intangible assets was performed by comparing the estimated fair value less cost to sell to the segment’s or group of CGUs’ carrying value of net assets, as applicable.

The estimated fair value has been determined using forecasted 2012 Adjusted EBITDA expected to be generated by the relevant segment or group of CGUs multiplied by an earnings capitalization rate (“earnings multiple”). The values assigned to key assumptions represent management’s assessment of future trends in the segment’s industry and are based on both external and internal sources. The forecasted 2012 Adjusted EBITDA has been prepared by segment management using certain key assumptions including selling prices, sales volumes and costs of raw materials. The Forecast 2012 Adjusted EBITDA is subject to review by the Group’s CODM. Earnings multiples reflect recent sale and purchase transactions and comparable company EBITDA trading multiples in the same industry. The earnings multiples applied for December 31, 2011 ranged between 7.5x and 8.5x. Costs to sell were estimated to be 2% of the fair value of each segment or group of CGUs.

As of December 31, 2011, there was no impairment in respect of any allocated goodwill or indefinite life identifiable intangible assets (2010: none; 2009: none). If the forecasted 2012 Adjusted EBITDA or the earnings multiples used in calculating fair value less costs to sell had been 10% lower than those used as of December 31, 2011, no impairment would need to be recognized.

F-431

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

22.    Intangible assets (continued)

The Group did not perform a formal impairment test with respect to the indefinite life identifiable intangible assets and goodwill arising from the Graham Packaging Acquisition due to the proximity of the acquisition date to the statement of financial position date. However, the Group has performed procedures to determine whether there were triggering events that would indicate the goodwill and indefinite life identifiable intangible assets were impaired. In undertaking these procedures, the Group considered whether qualitative and quantitative factors indicated that an impairment triggering event had occurred. These factors included consideration of the forecasted 2012 Graham Packaging operation’s EBITDA, expected future cost savings and general economic conditions compared to similar factors assessed as part of the Graham Packaging Acquisition. The assessments concluded that no impairment triggers existed and, as a result, no impairment existed with respect to the goodwill and indefinite life identifiable intangible assets as of December 31, 2011.

23.    Investments in associates and joint venture equity accounted

Summary of financial information not adjusted for the percentage ownership held by the Group for associates and joint venture (equity method):

	Country of incorporation	Interest held			Reporting date	Current assets		Non- current assets		Total assets		Current liabilities			Non- current liabilities			Total liabilities			Revenue		Expenses			Profit after tax
	(In $ million)
2011
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%	December 31		69		32		101		(42	)		(10	)		(52	)		114		(98	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%	December 31		82		27		109		(60	)		(2	)		(62	)		176		(161	)		15
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%	December 31		12		2		14		(5	)		(1	)		(6	)		21		(19	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%	December 31		5		7		12		(3	)		—			(3	)		12		(10	)		2
Eclipse Closures, LLC	USA		49.0	%	December 31		—		—		—		(1	)		—			(1	)		—		(1	)		(1	)
Graham Blow Pack Private Limited (“GBPPL”)	India		22.0	%	September 30		3		5		8		(2	)		(3	)		(5	)		—		—			—
							171		73		244		(113	)		(16	)		(129	)		323		(289	)		34
2010
SIG Combibloc Obeikan Company Limited	Kingdom of Saudi Arabia		50.0	%	December 31		65		30		95		(51	)		(10	)		(61	)		90		(74	)		16
SIG Combibloc Obeikan FZCO	United Arab Emirates		50.0	%	December 31		76		38		114		(64	)		(4	)		(68	)		161		(145	)		16
Ducart Evergreen Packaging Ltd (“Ducart”)	Israel		50.0	%	December 31		13		2		15		(5	)		(1	)		(6	)		19		(17	)		2
Banawi Evergreen Packaging Company Limited (“Banawi”)	Kingdom of Saudi Arabia		50.0	%	December 31		6		6		12		(3	)		—			(3	)		13		(11	)		2
							160		76		236		(123	)		(15	)		(138	)		283		(247	)		36

For the purpose of applying the equity method of accounting, the financial statements of the Ducart and Banawi operations for the periods ended November 30, 2011 and 2010 have been used with appropriate adjustments being made for the effects of significant transactions and the Group’s share of results between these dates and December 31, 2011 and 2010, respectively. No adjustment was made with respect to PPPL for purposes of applying the equity method of accounting as there were no significant events or transactions that occurred between September 30, 2011 and December 31, 2011.

F-432

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

23.    Investments in associates and joint venture equity accounted (continued)

There are currently no restrictions in respect of the transfer of funds to the Group in the form of cash dividends or the repayment of loans associated with its investments in SIG Combibloc Obeikan FZCO and GBPPL.

The Ducart and Banawi associates have limitations to the amount of dividends that the associates may declare. Dividends are limited to the associates’ accumulated profits after certain local reserve levels have been attained.

Under the restrictions imposed through the Saudi Industrial Development Fund (“SIDF”) resulting from the Group’s concessional funding loan to SIG Combibloc Obeikan Co. Limited, the maximum dividend or cash distribution able to be paid to the Group from this venture in any fiscal year cannot exceed 25% of the paid-up-capital or SIDF loan value.

The Eclipse Closures, LLC joint venture has an annual mandatory tax distribution on or before March 31 of each year to distribute cash to members according to their respective percentage of shares. The distribution is equal to the prior year’s profit and highest combined federal and state income taxes at rates payable by any member. However, due to losses incurred, no mandatory tax distribution is due on March 31, 2012.

Movements in carrying values of investments in associates and joint ventures (equity method)

	As of December  31,
	2011			2010
	(In $ million)
Balance at the beginning of the period		110			104
Share of profit, net of income tax		17			18
Acquisition through business combination		2			—
Disposal, decrease or dilution in investment in associates		—			(3	)
Dividends received		(8	)		(4	)
Effect of movement in exchange rates		(2	)		(5	)
Balance at the end of the period		119			110
Amount of goodwill in carrying value of associates and joint ventures (equity method)		52			56

24.    Trade and other payables

	As of December  31,
	2011		2010
	(In $ million)
Trade payables		847		712
Related party payables (refer to note 30)		47		14
Other payables and accrued expenses		893		519
Total trade and other payables		1,787		1,245
Current		1,749		1,236
Non-current		38		9
Total trade and other payables		1,787		1,245

F-433

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings

	Note		As of December  31,
			2011		2010
			(In $ million)
August 2011 Credit Agreement(a)(u)				247		—
2009 Credit Agreement(b)(v)				—		136
Pactiv 2012 Notes(m)(ac)				253		—
Other borrowings(ae)				20		4
Current borrowings				520		140
August 2011 Credit Agreement(a)(u)				4,243		—
2009 Credit Agreement(b)(v)				—		3,890
August 2011 Senior Secured Notes(c)(w)				1,468		—
August 2011 Senior Notes(d)(w)				972		—
February 2011 Senior Secured Notes(e)(x)				999		—
February 2011 Senior Notes(f)(x)				993		—
October 2010 Senior Secured Notes (g)(y)				1,473		1,470
October 2010 Senior Notes(h)(y)				1,466		1,464
May 2010 Notes(i)(z)				980		978
2009 Notes(j)(aa)				1,642		1,648
2007 Senior Notes(k)(ab)				606		621
2007 Senior Subordinated Notes(l)(ab)				530		542
Pactiv 2012 Notes(m)(ac)				—		261
Pactiv 2017 Notes(n)(ac)				314		316
Pactiv 2018 Notes(o)(ac)				17		17
Pactiv 2025 Notes(p)(ac)				269		269
Pactiv 2027 Notes(q)(ac)				197		197
Graham Packaging 2014 Notes(r)(ad)				367		—
Graham Packaging 2017 Notes(s)(ad)				14		—
Graham Packaging 2018 Notes(t)(ad)				19		—
Related party borrowings		30		39		16
Other borrowings(ae)				33		28
Non-current borrowings				16,641		11,717
Total borrowings				17,161		11,857

F-434

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Refer to note 37 for subsequent events related to the Group’s borrowings and U.S. Securities and Exchange Commission registration.

	As of December  31,
	2011			2010
	(In $ million)
(a) August 2011 Credit Agreement (current and non-current)		4,574			—
Transaction costs		(65	)		—
Original issue discount		(19	)		—
Carrying amount		4,490			—
(b) 2009 Credit Agreement (current and non-current)		—			4,150
Transaction costs		—			(86	)
Original issue discount		—			(38	)
Carrying amount		—			4,026
(c) August 2011 Senior Secured Notes		1,500			—
Transaction costs		(33	)		—
Original issue discount		(11	)		—
Embedded derivative		12			—
Carrying amount		1,468			—
(d) August 2011 Senior Notes		1,000			—
Transaction costs		(27	)		—
Original issue discount		(7	)		—
Embedded derivative		6			—
Carrying amount		972			—
(e) February 2011 Senior Secured Notes		1,000			—
Transaction costs		(15	)		—
Embedded derivative		14			—
Carrying amount		999			—
(f) February 2011 Senior Notes		1,000			—
Transaction costs		(17	)		—
Embedded derivative		10			—
Carrying amount		993			—
(g) October 2010 Senior Secured Notes		1,500			1,500
Transaction costs		(35	)		(39	)
Embedded derivative		8			9
Carrying amount		1,473			1,470
(h) October 2010 Senior Notes		1,500			1,500
Transaction costs		(43	)		(46	)
Embedded derivative		9			10
Carrying amount		1,466			1,464
(i) May 2010 Notes		1,000			1,000
Transaction costs		(28	)		(31	)
Embedded derivative		8			9
Carrying amount		980			978
(j) 2009 Notes		1,707			1,723
Transaction costs		(59	)		(69	)
Original issue discount		(17	)		(19	)
Embedded derivative		11			13
Carrying amount		1,642			1,648

F-435

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

	As of December  31,
	2011			2010
	(In $ million)
(k) 2007 Senior Notes		621			638
Transaction costs		(15	)		(17	)
Carrying amount		606			621
(l) 2007 Senior Subordinated Notes		544			558
Transaction costs		(14	)		(16	)
Carrying amount		530			542
(m) Pactiv 2012 Notes		249			249
Fair value adjustment at acquisition		4			12
Carrying amount		253			261
(n) Pactiv 2017 Notes		300			300
Fair value adjustment at acquisition		14			16
Carrying amount		314			316
(o) Pactiv 2018 Notes		16			16
Fair value adjustment at acquisition		1			1
Carrying amount		17			17
(p) Pactiv 2025 Notes		276			276
Fair value adjustment at acquisition		(7	)		(7	)
Carrying amount		269			269
(q) Pactiv 2027 Notes		200			200
Fair value adjustment at acquisition		(3	)		(3	)
Carrying amount		197			197
(r) Graham Packaging 2014 Notes		355			—
Fair value adjustment at acquisition		5			—
Embedded derivative		7			—
Carrying amount		367			—
(s) Graham Packaging 2017 Notes		14			—
Carrying amount		14			—
(t) Graham Packaging 2018 Notes		19			—
Carrying amount		19			—

F-436

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

(u)    August 2011 Credit Agreement

Reynolds Group Holdings Limited (“RGHL”), the immediate parent of the Group, and certain members of the Group are parties to an amended and restated senior secured credit agreement dated August 9, 2011 (the “August 2011 Credit Agreement”), which amended and restated the terms of the February 2011 Credit Agreement (as defined below). The August 2011 Credit Agreement comprises the following term and revolving tranches:

	Maturity Date	Original Facility Value		Value Drawn or Utilized at December 31, 2011		Applicable interest rate for the period ended December 31, 2011
	(In million)
Term Tranches
Tranche B Term Loan ($)(1)	February 9, 2018		2,325		2,283	4.250% - 6.500%
Tranche C Term Loan ($)	August 9, 2018		2,000		1,974	6.500%
European Term Loan (€)	February 9, 2018		250		246	5.000% - 6.750%
Revolving Tranches(2)
Revolving Tranche ($)	November 5, 2014		120		85	—
Revolving Tranche (€)	November 5, 2014		80		17	—

(1) In connection with the August 2011 Credit Agreement, the U.S. Term Loans under the February 2011 Credit Agreement were redesignated as “Tranche B Term Loans.”

(2) The Revolving Tranches were utilized in the form of bank guarantees and letters of credit.

On September 8, 2011, $2,000 million of incremental term loans were drawn under the August 2011 Credit Agreement. These proceeds, together with the proceeds of the August 2011 Notes (as defined below) and available cash of the Group, were used to finance the Graham Packaging Acquisition (refer to note 33) and to pay related fees and expenses.

RGHL and certain members of the Group have guaranteed on a senior basis the obligations under the August 2011 Credit Agreement and related documents to the extent permitted by law. Certain guarantors have granted security over certain of their assets to support the obligations under the August 2011 Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the 2009 Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes and the August 2011 Senior Secured Notes (each as defined below and together the “Secured Notes”). Graham Packaging Holdings Company and its subsidiaries (the “Graham Group”) have not guaranteed the August 2011 Credit Agreement or granted security to support the obligations under the August 2011 Credit Agreement.

Indebtedness under the August 2011 Credit Agreement may be voluntarily repaid in whole or in part, subject to a 1% prepayment premium in the case of refinancing and certain pricing amendments within specified timeframes, and must be mandatorily repaid in certain circumstances. The borrowers also make quarterly amortization payments of 0.25% of the original outstanding principal in respect of the term loans. Additional principal amortization payments of $50 million per quarter will be payable for so long as certain members of the Graham Group do not guarantee the August 2011 Credit Agreement. The borrowers are also required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% if a specified senior secured leverage ratio is met) as determined in accordance with the August 2011 Credit Agreement.

F-437

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

The August 2011 Credit Agreement contains customary covenants which restrict RGHL and the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the August 2011 Credit Agreement. RGHL and the Group also have a minimum interest coverage ratio covenant, a maximum senior secured leverage ratio covenant, as well as limitations on capital expenditures. In addition, total assets of the non-guarantor companies (excluding intra-group items but including investments in subsidiaries) are required to be 20% or less of the adjusted consolidated total assets of RGHL and its subsidiaries and the aggregate of the EBITDA of the non-guarantor companies is required to be 20% or less of the consolidated EBITDA of RGHL and its subsidiaries, in each case calculated in accordance with the August 2011 Credit Agreement (which excludes the assets and EBITDA of the Graham Group) and may differ from the measure of Adjusted EBITDA as disclosed in note 6.

As of December 31, 2011, RGHL and the Group were in compliance with all of the covenants.

(v)    February 2011 Credit Agreement and 2009 Credit Agreement

RGHL and certain members of the Group were parties to a senior secured credit agreement dated February 9, 2011 (the “February 2011 Credit Agreement”). The February 2011 Credit Agreement amended and restated a senior secured credit agreement dated November 5, 2009 (the “2009 Credit Agreement”). On February 1, 2011, the Tranche D Term Loan under the 2009 Credit Agreement was repaid with the proceeds of the February 2011 Notes and on February 9, 2011 the Tranche A Term Loan, the Tranche B Term Loan, the Tranche C Term Loan and the European Term Loan under the 2009 Credit Agreement were repaid with the proceeds of the U.S. Term Loan and European Term Loan under the February 2011 Credit Agreement.

(w)    August 2011 Notes

On August 9, 2011, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together the “Reynolds Issuers”) issued $1,500 million principal amount of 7.875% senior secured notes due 2019 (the “August 2011 Senior Secured Notes”) and $1,000 million principal amount of 9.875% senior notes due 2019 (the “August 2011 Senior Notes” and, together with the August 2011 Senior Secured Notes, the “August 2011 Notes”). Interest on the August 2011 Notes is paid semi-annually on February 15 and August 15.

(x)    February 2011 Notes

On February 1, 2011, the Reynolds Issuers issued $1,000 million principal amount of 6.875% senior secured notes due 2021 (the “February 2011 Senior Secured Notes”) and $1,000 million principal amount of 8.250% senior notes due 2021 (the “February 2011 Senior Notes” and, together with the February 2011 Senior Secured Notes, the “February 2011 Notes”). Interest on the February 2011 Notes is paid semi-annually on February 15 and August 15.

(y)    October 2010 Notes

On October 15, 2010, the Reynolds Issuers issued $1,500 million principal amount of 7.125% senior secured notes due 2019 (the “October 2010 Senior Secured Notes”) and $1,500 million principal amount of 9.000% senior notes due 2019 (the “October 2010 Senior Notes” and, together with the October 2010 Senior Secured Notes, the “October 2010 Notes”). Interest on the October 2010 Notes is paid semi-annually on April 15 and October 15.

F-438

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

(z)    May 2010 Notes

On May 4, 2010, the Reynolds Issuers issued $1,000 million principal amount of 8.500% senior notes due 2018 (the “May 2010 Notes”). Interest on the May 2010 Notes is paid semi-annually on May 15 and November 15.

(aa)    2009 Notes

On November 5, 2009, the Reynolds Issuers issued $1,125 million principal amount of 7.750% senior secured notes due 2016 and €450 million principal amount of 7.750% senior secured notes due 2016 (collectively, the “2009 Notes”). Interest on the 2009 Notes is paid semi-annually on April 15 and October 15.

Assets Pledged as Security for Loans and Borrowings

The shares in BP I have been pledged as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes. In addition, BP I and certain subsidiaries of BP I have pledged certain of their assets (including shares and equity interests) as collateral to support the obligations under the August 2011 Credit Agreement and the Secured Notes.

Terms Governing the Notes

As used herein “Notes” refers to the August 2011 Notes, the February 2011 Notes, the October 2010 Notes, the May 2010 Notes and the 2009 Notes.

Certain Guarantee and Security Arrangements

All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the Notes to the extent permitted by law.

Certain guarantors have granted security over certain of their assets to support the obligations under the Secured Notes. This security is expected to be shared on a first priority basis with the creditors under the August 2011 Credit Agreement.

Notes Indentures Restrictions

The respective indentures governing the Notes all contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

Early Redemption Option and Change in Control Provisions

Under the respective indentures governing the Notes, the Reynolds Issuers, at their option, can elect to redeem the Notes under terms and conditions specified in the respective indentures. The terms of the early redemption constitute an embedded derivative. In accordance with the Group’s accounting policy for embedded derivatives, the Group has recognized embedded derivatives in relation to the redemption provisions of the indentures governing the respective Notes.

Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require the Reynolds Issuers to repurchase the Notes at a premium.

F-439

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

U.S. Securities and Exchange Commission Registration Rights

Pursuant to separate registration rights agreements entered into with the initial purchasers of the Notes, the Reynolds Issuers have agreed (i) to file with the U.S. Securities and Exchange Commission (“SEC”) an exchange offer registration statement pursuant to which the Reynolds Issuers will separately exchange the Notes for a like aggregate principal amount of new registered notes that are identical in all material respects to the respective Notes, except for certain provisions, among others, relating to additional interest and transfer restrictions; or (ii) under certain circumstances, to file a shelf registration statement with the SEC.

The respective registration rights agreements for the Notes require the relevant filing to be effective within 12 months from the issuance of the Notes. If this does not occur, the Reynolds Issuers are required to pay additional interest of up to a maximum of 1.00% per annum. Additional interest on the 2009 Notes commenced on November 5, 2010 and ended on November 5, 2011. Additional interest on the May 2010 Notes commenced on May 4, 2011 and ends on May 4, 2012. Additional interest on the October 2010 Notes commenced on October 15, 2011 and ends on October 15, 2012. Additional interest on the February 2011 Notes commenced on February 1, 2012 and ends on February 1, 2013. For the period ended December 31, 2011, the Group expensed additional interest of $10 million, $3 million, and $2 million related to the 2009 Notes, May 2010 Notes and October 2010 Notes, respectively. As of December 31, 2011, the accrued additional interest related to these series of notes was $3 million.

(ab)    2007 Notes

On June 29, 2007, BP II issued €480 million principal amount of 8.000% senior notes due 2016 (the “2007 Senior Notes”) and €420 million principal amount of 9.500% senior subordinated notes due 2017 (the “2007 Senior Subordinated Notes” and, together with the 2007 Senior Notes, the “2007 Notes”). Interest on the 2007 Notes is paid semi-annually on June 15 and December 15.

The 2007 Senior Notes are secured on a second-priority basis and the 2007 Senior Subordinated Notes are secured on a third-priority basis, by all of the equity interests of BP I held by RGHL and the receivables under a loan of the proceeds of the 2007 Notes made by BP II to BP I. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the 2007 Notes to the extent permitted by law.

The indentures governing the 2007 Notes contain customary covenants which restrict the Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the indentures governing the 2007 Notes.

In certain circumstances which would constitute a change in control, the holders of the 2007 Notes have the right to require BP II to repurchase the 2007 Notes at a premium.

(ac)    Pactiv Notes

As of December 31, 2011 and December 31, 2010, the Group had outstanding:

• $249 million in principal amount of 5.875% Notes due 2012 which were issued by Pactiv (as defined in note 33) (the “Pactiv 2012 Notes”);

• $300 million in principal amount of 8.125% Debentures due 2017 which were issued by Pactiv (the “Pactiv 2017 Notes”);

• $16 million in principal amount of 6.400% Notes due 2018 which were issued by Pactiv (the “Pactiv 2018 Notes”);

F-440

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

• $276 million in principal amount of 7.950% Debentures due 2025 which were issued by Pactiv (the “Pactiv 2025 Notes”); and

• $200 million in principal amount of 8.375% Debentures due 2027 which were issued by Pactiv (the “Pactiv 2027 Notes”),

(together, the “Pactiv Notes”).

For each of the Pactiv Notes, interest is paid semi-annually:

• on the Pactiv 2012 Notes and the Pactiv 2018 Notes, January 15 and July 15;

• on the Pactiv 2017 Notes and the Pactiv 2025 Notes, June 15 and December 15; and

• on the Pactiv 2027 Notes, April 15 and October 15.

The Pactiv Notes are not guaranteed by any member of the Group and are unsecured.

The indentures governing the Pactiv Notes contain a negative pledge clause limiting the ability of certain entities within the Group, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Notes) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The Pactiv 2012 Notes, the Pactiv 2017 Notes, the Pactiv 2018 Notes and the Pactiv 2027 Notes may be redeemed at any time at the Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption.

Refer to note 37 for further information regarding the repayment of the Pactiv 2012 Notes subsequent to December 31, 2011.

(ad)    Graham Packaging Notes

As of December 31, 2011, the Group had outstanding:

• $355 million in principal amount of 9.875% senior subordinated notes due 2014, which were issued by Graham Packaging Company L.P. and GPC Capital Corp. I (the “Graham Issuers”) (the “Graham Packaging 2014 Notes”);

• $14 million in principal amount of 8.250% senior notes due 2017, which were issued by the Graham Issuers (the “Graham Packaging 2017 Notes”); and

• $19 million in principal amount of 8.250% senior notes due 2018, which were issued by the Graham Issuers (the “Graham Packaging 2018 Notes”),

(together, the “Graham Packaging Notes”).

For each of the Graham Packaging Notes, interest is paid semi-annually:

• on the Graham Packaging 2014 Notes, April 15 and October 15;

• on the Graham Packaging 2017 Notes, January 1 and July 1; and

• on the Graham Packaging 2018 Notes, April 1 and October 1.

The Graham Packaging Notes are guaranteed by certain members of the Graham Group and are unsecured.

F-441

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

The respective indentures governing the Graham Packaging Notes all contain customary covenants which restrict the Graham Group from certain activities including, among other things, incurring debt, creating liens over assets, selling assets, making restricted payments and entering into certain transactions with affiliates (which would include transactions with members of the Group that are not members of the Graham Group), in each case except as permitted under the respective indentures governing the Graham Packaging Notes.

The Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to the date of the redemption plus a premium. The Graham Packaging 2014 Notes may be redeemed at any time at the Graham Group’s option, in whole or in part at a redemption price equal to (i) from October 15, 2011 through October 14, 2012, 101.646% of the outstanding principal of amount thereof; and (ii) thereafter, 100% of the outstanding principal amount thereof; plus, in each case, any accrued and unpaid interest to the date of redemption.

On the date of the Graham Packaging Acquisition, the Group acquired principal amounts of $253 million and $250 million of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes, respectively. Following the closing of the Graham Packaging Acquisition, the Graham Issuers launched a change of control offer on September 16, 2011 (the “Change of Control Offer”) to re-purchase for cash any or all of the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes pursuant to the respective indentures governing such notes. On October 20, 2011 principal amounts of $239 million of the Graham Packaging 2017 Notes and $231 million of the Graham Packaging 2018 Notes were re-purchased pursuant to the Change of Control Offer. The Group paid a total of $482 million for the payment of principal, accrued interest and the change of control premium for the above notes tendered in the Change of Control Offer.

Refer to note 37 for further information regarding the repayment of the Graham Packaging Notes subsequent to December 31, 2011.

(ae)    Other borrowings

As of December 31, 2011, in addition to the August 2011 Credit Agreement, the Notes, the 2007 Notes, the Pactiv Notes, and the Graham Packaging Notes, the Group had a number of unsecured working capital facilities extended to certain operating companies of the Group. These facilities bear interest at floating or fixed rates.

As of December 31, 2011, the Group had local working capital facilities in a number of jurisdictions which are secured by the collateral under the August 2011 Credit Agreement, the Secured Notes and certain other assets. The local working capital facilities which are secured by the collateral under the August 2011 Credit Agreement and the Secured Notes rank pari passu with the obligations under the August 2011 Credit Agreement and the Secured Notes. As of December 31, 2011, the secured facilities were utilized in the amount of $25 million (2010: $4 million) in the form of letters of credit and bank guarantees.

Other borrowings as of December 31, 2011, also included finance lease obligations of $28 million (2010: $28 million).

F-442

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Term and debt repayment schedule

						Year of maturity		As of December 31,
	Currency	2011 Nominal interest rate	2010 interest rate					2011 Face value		2011 Carrying amount		2010 Face value		2010 Carrying amount
								(In $ million)
August 2011 Credit Agreement:
Tranche B Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—			2018		2,283		2,268		—		—
Tranche C Term Loan	$	LIBOR with a floor of 1.250% + 5.250%		—			2018		1,974		1,906		—		—
European Term Loan	€	EURIBOR with a floor of 1.500% + 5.250%		—			2018		317		316		—		—
2009 Credit Agreement:
Tranche A	$	LIBOR with a floor of 1.750% + 4.500%		6.250	%		Repaid		—		—		500		485
Tranche B	$	LIBOR with a floor of 2.000% + 4.750%		6.750	%		Repaid		—		—		1,016		980
Tranche C	$	LIBOR with a floor of 1.500% + 4.750%		6.250	%		Repaid		—		—		790		767
Tranche D	$	LIBOR with a floor of 1.750% + 4.750%		6.500	%		Repaid		—		—		1,520		1,474
European Term Loan	€	EURIBOR with a floor of 2.000% + 4.750%		6.750	%		Repaid		—		—		324		320
August 2011 Senior Secured Notes	$	7.875%		—			2019		1,500		1,468		—		—
August 2011 Senior Notes	$	9.875%		—			2019		1,000		972		—		—
February 2011 Senior Secured Notes	$	6.875%		—			2021		1,000		999		—		—
February 2011 Senior Notes	$	8.250%		—			2021		1,000		993		—		—
October 2010 Senior Secured Notes	$	7.125%		7.125	%		2019		1,500		1,473		1,500		1,470
October 2010 Senior Notes	$	9.000%		9.000	%		2019		1,500		1,466		1,500		1,464
May 2010 Notes	$	8.500%		8.500	%		2018		1,000		980		1,000		978
2009 Notes	€	7.750%		7.750	%		2016		582		571		598		585
2009 Notes	$	7.750%		7.750	%		2016		1,125		1,071		1,125		1,063
2007 Senior Notes	€	8.000%		8.000	%		2016		621		606		638		621
2007 Senior Subordinated Notes	€	9.500%		9.500	%		2017		544		530		558		542
Pactiv 2012 Notes	$	5.875%		5.875	%		2012		249		253		249		261
Pactiv 2017 Notes	$	8.125%		8.125	%		2017		300		314		300		316
Pactiv 2018 Notes	$	6.400%		6.400	%		2018		16		17		16		17
Pactiv 2025 Notes	$	7.950%		7.950	%		2025		276		269		276		269
Pactiv 2027 Notes	$	8.375%		8.375	%		2027		200		197		200		197
Graham Packaging 2014 Notes	$	9.875%		—			2014		355		367		—		—
Graham Packaging 2017 Notes	$	8.250%		—			2017		14		14		—		—
Graham Packaging 2018 Notes	$	8.250%		—			2018		19		19		—		—
Related party borrowings	€	EURIBOR + 2.38		3.01% - 3.32	%		n/a		16		16		16		16
Related party borrowings	€	EURIBOR with a floor of 2.000% + 4.875%		—			n/a		23		23		—		—
Finance lease liabilities	Various	Various		Various			Various		28		28		28		28
Other borrowings	Various	Various		Various			Various		25		25		4		4
									17,467		17,161		12,158		11,857

F-443

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

25.    Borrowings (continued)

Finance lease liabilities

Finance lease liabilities are payable as follows:

	As of December 31,
	2011						2010
	Minimum lease payments		Interest		Principal		Minimum lease payments		Interest		Principal
	(In $ million)
Less than one year		3		1		2		5		2		3
Between one and five years		11		6		5		13		6		7
More than five years		27		6		21		26		8		18
Total finance lease liabilities		41		13		28		44		16		28

26.    Employee Benefits

	As of December 31,
	2011		2010
	(In $ million)
Salary and wages accrued		129		134
Provision for annual leave		64		32
Provision for employee benefits		8		5
Provision for long service leave		15		5
Provision for sick leave		6		5
Defined contribution obligations		36		31
Defined benefit obligations:
Pension benefits		766		785
Post-employment medical benefits		140		169
Total employee benefits		1,164		1,166
Current		228		195
Non-current		936		971
Total employee benefits		1,164		1,166

26.1    Pension benefits

The Group makes contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The Group operates defined benefit pension plans in Austria, Canada, Germany, Japan, Switzerland, Taiwan, United Kingdom, Mexico and the United States. The Group’s most

F-444

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

significant plan as of December 31, 2011 is the Pactiv Retirement Plan, which comprises 80% (2010: 85%), of the Group’s present value of obligations. The plan was assumed as part of the Pactiv Acquisition.

	As of December 31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		157			228
Present value of funded obligations		5,276			4,708
Unrecognized actuarial gains (losses)		(484	)		129
Total present value of obligations		4,949			5,065
Fair value of plan assets		(4,261	)		(4,433	)
Asset capping according to IAS 19, paragraph 58		—			135
Total pension benefits		688			767
Included in the statement of financial position as:
Employee benefits liabilities		766			785
Assets held for sale		(1	)		—
Other non-current assets and non-current receivables		(77	)		(18	)
Total pension benefits		688			767

Movement in the defined benefit obligation

	As of December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		4,936			718
Defined benefit obligations assumed in business combinations		241			4,267
Current service cost		29			14
Past service cost		—			11
Interest cost		245			55
Contributions by plan participants		2			2
Benefits paid by the plan		(341	)		(92	)
Curtailments(a)		3			—
Settlements(b)		—			(39	)
Actuarial (gains) losses on plan liabilities		349			(40	)
Changes in actuarial assumptions		—			1
Reclassifications from employee benefits		—			(2	)
Defined benefit obligations related to disposals of businesses(a)		(18	)		—
Effect of movements in exchange rates		(13	)		41
Liability for defined benefit obligations at the end of the period		5,433			4,936

(a) During 2011, certain personnel participating under the SIG pension and welfare fund of SIG Schweizerische Industrie Gesellschaft AG were terminated without further plan benefits through a management buy-out which resulted in a curtailment loss of $3 million.

On September 1, 2011, the Group announced to participants in the Pactiv Retirement Plan that the plan was being frozen and that no future benefits would be earned effective January 1, 2012. There was no

F-445

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

curtailment impact on comprehensive income as a result of freezing the plan and no effect on the plan’s defined benefit obligation.

(b) Plan settlements were triggered from the change in control payments made as a result of the Pactiv Acquisition in November 2010 (refer to note 33). Certain settlements made in the period ended December 31, 2010, were not funded by plan assets.

Of the above liability for the defined benefit obligation, the liability related to the Pactiv Retirement Plan was $4,254 million as of December 31, 2011 (2010: $4,086 million).

Expense recognized in the statements of comprehensive income

	For the period  ended December 31,
	2011			2010			2009
	(In $ million)
Current service cost		29			14			14
Past service cost		—			11			10
Interest cost		245			55			29
Expected return on plan assets		(312	)		(67	)		(29	)
Curtailments		3			—			(3	)
Asset capping according to IAS 19, paragraph 58		—			(37	)		49
Changes in actuarial assumptions		—			—			1
Actuarial (gains) losses		10			34			(45	)
Total plan net (income) expense		(25	)		10			26

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period  ended December 31,
	2011			2010			2009
	(In $ million)
Cost of sales		22			13			18
General and administration expenses		(47	)		(3	)		8
Total plan (income) expense		(25	)		10			26

During the period ended December 31, 2011, the net plan income of the Pactiv Retirement Plan was $49 million (2010: $5 million net plan expense for the period November 16, 2010 to December 31, 2010).

F-446

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

Movement in plan assets

	As of December 31,
	2011			2010
	(In $ million)
Fair value of the plan assets at the beginning of the period		4,433			736
Plan assets assumed in business combinations		123			3,546
Contributions by the Group		27			67
Contributions by plan participants		2			2
Benefits paid by the plans		(341	)		(92	)
Expected return on plan assets		312			67
Actuarial gains (losses) on plan assets		(277	)		81
Settlements		—			(39	)
Plan assets related to disposals of businesses		(18	)		—
Effects of movements in exchange rates		—			63
Transfer of assets to the plan		—			2
Fair value of plan assets at the end of the period		4,261			4,433

The above plan assets as of December 31, 2011 and 2010 include the Pactiv Retirement Plan assets of $3,362 million and $3,622 million, respectively. In addition to the above plan assets, the Group is required to hold assets as collateral against certain unfunded defined benefit obligations assumed as part of the Pactiv Acquisition. As of December 31, 2011 and 2010, $27 million and $28 million in cash, respectively, included in other non-current assets in the statements of financial position, was held as collateral against these obligations.

Plan assets consist of the following:

	As of December 31,
	2011		2010
	(In $ million)
Equity instruments		2,620		2,858
Debt instruments		1,270		1,304
Property		214		207
Other		157		64
Total plan assets		4,261		4,433
Actual return on plan assets		35		148

The actual return on plan assets includes the actual return on plan assets of the Pactiv Retirement Plan of $21 million for the period ended December 31, 2011 and $125 million for the period from November 16, 2010 to December 31, 2010.

The Group expects to contribute $36 million to the pension plans during the annual period beginning after the reporting date.

F-447

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

Actuarial assumptions — all plans

	For the period  ended December 31,
	2011		2010		2009
Discount rates at December 31		1.8% - 8.25%		1.8% - 6.0%		2.0% - 6.1%
Expected returns on plan assets at January 1		2.0% - 9.0%		1.5% - 8.0%		0.0% - 8.0%
Future salary increases		0.0% - 5.0%		0.0% - 4.0%		1.8% - 4.0%
Future pension increases		0.0% - 4.0%		0.0% - 2.0%		0.0% - 2.0%

The expected long-term rate of return for each plan is based on the portfolio as a whole and not on the sum of the returns on the individual asset categories. The return is based exclusively on historical returns, without adjustments.

The actuarial assumptions on the Group’s most significant defined benefit pension plan for the period ended December 31, 2011 and 2010, being the Pactiv Retirement Plan, are as follows:

	For the period ended December 31,
	2011			2010
Discount rates at December 31		4.8	%		5.2	%
Expected returns on plan assets at January 1		7.8	%		7.8	%
Future salary increases		—	%		4.0	%
Future pension increases		—	%		2.7	%

The actuarial assumptions on the Group’s most significant defined benefit pension plan prior to the Pactiv Acquisition in November 2010, being the SIG Combibloc Group AG plan, are as follows:

	For the period ended December 31,
	2010			2009
Discount rates at December 31		3.3	%		3.5	%
Expected returns on plan assets at January 1		4.2	%		4.3	%
Future salary increases		2.5	%		2.0	%
Future pension increases		2.0	%		1.0	%

Historical information

	For the period ended December 31,
	2011			2010			2009			2008			2007
	(In $ million)
Liability for the defined benefit obligations		(5,433	)		(4,936	)		(718	)		(694	)		(621	)
Fair value of plan assets		4,261			4,433			736			665			674
Plan (deficit) surplus		(1,172	)		(503	)		18			(29	)		53
Experience adjustments arising on plan liabilities		(99	)		(3	)		(4	)		1			—
Experience adjustments arising on plan assets		(277	)		14			(46	)		9			—

F-448

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

The assumed discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in assumed discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		7			(5	)
Effect on the defined benefit obligation		(274	)		267

The expected rates of return on plan assets have a significant effect on the amounts recognized in the statement of comprehensive income. A half percentage point change in expected rates of return on plan assets would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		22		(22	)
Effect on the defined benefit obligation		—		—

26.2    Post-employment medical benefits

The Group operates post-employment medical benefit plans mainly in the United States. The liability for the post-employment medical benefits has been assessed using the same assumptions as for the pension benefits, together with the assumption of a weighted average healthcare cost trend rate of 8.0% in 2011 (2010: 7.9% and 2009: 8.0%).

The main actuarial assumption is the published mortality rates within the RP2000 combined mortality rate table for 2011 and 2010.

	As of December  31,
	2011			2010
	(In $ million)
Present value of unfunded obligations		147			158
Unrecognized actuarial gains (losses)		(7	)		3
Unrecognized past service costs		5			8
Total present value of obligations		145			169
Fair value of plan assets		—			—
Total post-employment medical benefits		145			169

The Group expects to contribute $9 million to the post-employment medical benefit plans during the annual period ending December 31, 2012.

F-449

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

Movement in the defined benefit obligation

	For the period ended December 31,
	2011			2010
	(In $ million)
Liability for defined benefit obligations at the beginning of the period		158			87
Defined benefit obligations assumed in a business combination		1			71
Current service cost		3			2
Interest cost		8			5
Past service cost(b)		(7	)		—
Contributions by plan participants		4			1
Benefits paid by the plan		(12	)		(3	)
Plan amendments(a)		—			(1	)
Curtailments(b)		(17	)		—
Actuarial (gains) losses recognized		9			(4	)
Liability for defined benefit obligations at the end of the period		147			158

(a) During 2010, the Evergreen segment replaced post-65 AARP coverage with an HRA which resulted in a plan amendment credit of $1 million.

(b) On August 8, 2011, the Group terminated Pactiv retiree medical coverage, except for those who retired prior to 2003, which resulted in a curtailment gain of $17 million. The Group also capped the retiree life insurance benefit associated with the retiree medical plan. These actions resulted in a reduction of $7 million in past service costs during the period ended December 31, 2011.

Expense recognized in the statements of comprehensive income

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Current service cost		3			2			3
Interest cost		8			5			5
Past service cost		(10	)		(2	)		(2	)
Curtailments		(17	)		—			5
Actuarial losses recognized		—			—			1
Plan amendments		—			(1	)		—
Total (income) expense recognized in the statement of comprehensive income		(16	)		4			12

F-450

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

26.    Employee Benefits (continued)

The expense is recognized in the following line items in the statements of comprehensive income:

	For the period ended December 31,
	2011			2010		2009
	(In $ million)
Cost of sales		5			4		7
General and administration expenses		(21	)		—		5
Total plan (income) expense		(16	)		4		12

Assumed health care cost trend rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in assumed health care cost trend rates would have the following effects:

	Increase		Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—		—
Effect on the defined benefit obligation		4		(3	)

Discount rates have a significant effect on the amounts recognized in the statement of comprehensive income. A one percentage point change in discount rates would have the following effects:

	Increase			Decrease
	(In $ million)
Effect on the aggregated service and interest cost		—			—
Effect on the defined benefit obligation		(8	)		9

Historical information

	For the period ended December 31,
	2011		2010		2009		2008			2007
	(In $ million)
Present value of the defined benefit obligation		147		158		87		86			25
Experience adjustments arising on plan liabilities		3		5		—		(1	)		—

F-451

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

27.    Provisions

	Legal			Warranty			Restructuring			Workers’ compensation			Other			Total
	(In $ million)
Balance as of December 31, 2010		41			12			17			35			55			160
Acquisitions through business combinations		15			4			1			12			24			56
Provisions made		2			8			90			18			18			136
Provisions used		(9	)		(13	)		(69	)		(15	)		(9	)		(115	)
Provisions reversed		(5	)		(2	)		(2	)		—			(1	)		(10	)
Transfers to other liabilities		(3	)		2			(1	)		—			9			7
Effect of movements in exchange rates		(1	)		—			—			—			(1	)		(2	)
Balance as of December 31, 2011		40			11			36			50			95			232
Current		7			11			33			24			23			98
Non-current		33			—			3			26			72			134
Total Provisions as of December 31, 2011		40			11			36			50			95			232
Current		16			12			17			17			12			74
Non-current		25			—			—			18			43			86
Total Provisions as of December 31, 2010		41			12			17			35			55			160

Legal

The Group is subject to litigation in the ordinary course of operations. Provisions for legal claims are recognized when estimated costs associated with settling current legal proceedings are considered probable. Provisions may include estimated legal and other fees associated with settling these claims.

Warranty

A provision for warranty is recognized for all products under warranty as of the reporting date based on sales volumes and past experience of the level of problems reported and product returns.

Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been publicly announced. Business closure and rationalization provisions can include such items as employee severance or termination pay, site closure costs and onerous leases. Future operating costs are not provided for.

Workers’ compensation

The Group has elected to self-insure certain of its workers’ compensation obligations in the United States.

Under the self-insurance programs in the United States, the Group retains the risk of work related injuries for any employees covered under the scheme.

The liability in respect of the self-insurance programs is estimated on an actuarial basis to reflect all claims incurred, including reported claims and those that are incurred but not yet reported. All changes in the liability for claims are recognized immediately in the statement of comprehensive income.

F-452

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

27.    Provisions (continued)

As a result of the Group’s self-insured status in the United States, the risk presently exists that an insurable event may occur which will result in a claim which cannot be readily quantified financially. By their very nature, risks of this type are inherently random and therefore unpredictable. The Group mitigates this risk by having established and approved occupational health and safety procedures in addition to resources directed to the management of claims and rehabilitation.

As a component of its self-insured status the Group also maintains insurance coverage through third parties for large claims at levels that are customary and consistent with industry standards for groups of similar size.

Other provisions

The main components of other provisions are lease provisions and contingent liabilities recognized in acquisitions, environmental remediation, asset retirement obligations, brokerage provisions for customs duties, and rent contracts related to investment properties. Other provisions as of December 31, 2011 included $26 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition and the Dopaco Acquisition, $17 million related to asset retirement obligations, which were acquired in connection with the Graham Packaging Acquisition and the Dopaco Acquisition and $10 million related to environmental remediation programs. Other provisions as of December 31, 2010 included $29 million related to make-good obligations with respect to leases acquired in connection with the Pactiv Acquisition, $5 million related to a contingent tax liability acquired in the Pactiv Acquisition and $9 million related to environmental remediation programs.

28.    Equity

28.1    Share capital

The reported share capital balance as of December 31, 2011 is that of BP I and BP II.

In accordance with the Group’s accounting policy in respect of common control transactions (refer to note 3.2(d)), financial information presented in these financial statements has been recast to include the balances of the combined entities as though the common control transactions occurred on the date that the common control originally commenced rather than the date that the common control transactions actually occurred. As a result, the reported share capital balance as of January 1, 2010, is that of BP I, BP II, EPI, Evergreen Packaging International B.V. (“EPIBV”), Reynolds Packaging Inc. (“RPI”) (now named Reynolds Packaging Holdings LLC), and Reynolds Packaging International B.V. (“RPIBV”).

On September 1, 2010, the issued capital of RPI and RPIBV was acquired by entities controlled by BP I. From this date, each of RPI and RPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $149 million difference between the consideration paid of $342 million (representing the fair value of the businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $193 million has been recognized as a debit to other reserves which is a component of equity.

On May 4, 2010, the issued capital of EPI and EPIBV was acquired by entities controlled by BP I. From this date, each of EPI and EPIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $899 million difference between the consideration paid of $1,612 million (representing the fair value of the businesses acquired determined at the date of the common control acquisition) and the share capital acquired of $713 million has been recognized as a debit to other reserves which is a component of equity.

On November 5, 2009, the issued capital of Reynolds Consumer Products Holdings Inc. (“RCPHI”) (now named Reynolds Consumer Products Holdings LLC), Reynolds Consumer Products International B.V.

F-453

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

28.    Equity (continued)

(“RCPIBV”) and Closure Systems International B.V. (“CSIBV”) was acquired by entities controlled by BP I. From this date, each of RCPHI, RCPIBV, and CSIBV as well as their respective controlled entities are consolidated by the Group. In accordance with the Group’s accounting policy in respect of common control transactions, the $584 million difference between the consideration paid of $1,692 million (representing the fair value of the businesses acquired determined at the date of the common control acquisitions) and the share capital acquired of $1,108 million has been recognized as a debit to other reserves which is a component of equity.

A summary of the impact of these transactions recognized in other reserves within equity is as follows:

	Reynolds Consumer			Closures			Evergreen			Reynolds Foodservice
	(In $ million)
Total consideration		984			708			1,612			342
Net book value of share capital of the acquired businesses		(641	)		(467	)		(713	)		(193	)
Difference between total consideration and book value of share capital of the acquired business (recognized in other reserves within equity)		343			241			899			149

During the period ended December 21, 2010, the Group recognized a total adjustment of $1,048 million (2009: $584 million) for the above common control transaction related to the Evergreen and Reynolds Foodservice acquisitions as a component of other reserves within equity.

Further information regarding the issued capital of each of the entities is detailed below:

Beverage Packaging Holdings (Luxembourg) I S.A.

	For the period ended December 31,
Number of shares	2011		2010		2009
Balance as of the beginning of the period		13,063,527		13,063,527		13,063,527
Issue of shares		—		—		—
Balance as of December 31		13,063,527		13,063,527		13,063,527

On November 16, 2010, RGHL contributed $322 million.

On November 6, 2009, RGHL contributed $544 million.

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to BP I’s residual assets in the event of a wind-up.

Beverage Packaging Holdings (Luxembourg) II S.A.

	For the period ended December 31,
Number of shares	2011		2010		2009
Balance at the beginning of the period		1,000		1,000		1,000
Issue of shares		—		—		—
Balance as of December 31		1,000		1,000		1,000

The holder of the shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share. All shares rank equally with regard to BP II’s residual assets in the event of a wind-up.

F-454

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

28.    Equity (continued)

28.2    Reserves

	For the period ended December 31,
	2011			2010			2009
	(In $ million)
Translation reserve		305			330			53
Other reserves		(1,561	)		(1,561	)		(513	)
Balance		(1,256	)		(1,231	)		(460	)

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currencies to the Group’s presentation currency.

Other reserves

The other reserves comprise balances resulting from transactions with entities under common control.

In accordance with the Group’s accounting policy for transactions under common control (refer to note 3.2(d)), the Group has recognized in other reserves the difference between the total consideration paid for the businesses acquired and the book value of the issued capital of the parent companies acquired for the transactions which occurred on November 5, 2009, May 4, 2010 and September 1, 2010 (refer to note 28.1).

The Group has also recognized in other reserves the net contributions from related parties in respect of the acquisition from Alcoa of the packaging and consumer divisions.

28.3    Dividends

There were no dividends declared or paid during the period ended December 31, 2011 (2010: none; 2009: none) by BP I or BP II.

On August 31, 2010, RPI paid a dividend of $39 million, of which $38 million was paid in cash and $1 million was settled through reductions in related party balances payable, to its shareholder at the time, Reynolds Packaging (NZ) Limited, in advance of the acquisition of the Reynolds foodservice packaging business by the Group on September 1, 2010.

28.4    Capital management

The Directors are responsible for monitoring and managing the Group’s capital structure. Capital is comprised of equity and external borrowings.

The Directors’ policy is to maintain an acceptable capital base to promote the confidence of the Group’s financiers and creditors and to sustain the future development of the business. The Directors monitor the Group’s financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements.

In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures, including for example to dispose of assets or operating segments of the business, alter its short to medium term plans in respect of capital projects and working capital levels, or to re-balance the level of equity and external debt in place.

F-455

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management

29.1    Overview

This note presents information about the Group’s exposure to market risk, credit risk and liquidity risk, and where applicable, the Group’s objectives, policies and procedures for managing these risks.

Exposure to market, credit and liquidity risks arises in the normal course of the Group’s business. The Directors of the Group and the ultimate parent entity have overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Risk management is primarily carried out by the treasury function of the Group. The Directors have delegated authority levels and authorized the use of various financial instruments to a restricted number of personnel within the treasury function.

Monthly combined treasury reports are prepared for the Directors and officers of the Group, who ensure compliance with the risk management policies and procedures.

29.2    Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect the Group’s cash flows or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The Group buys and sells derivatives in the ordinary course of business to manage market risks. The Group does not enter into derivative contracts for speculative purposes.

(a)    Foreign exchange risk

Translation risk

As a result of the Group’s international operations, foreign exchange risk exposures exist on sales, purchases, financial assets and borrowings that are denominated in foreign currencies (i.e. currencies other than $). The currencies in which these transactions primarily are denominated are Euro (“€”), Mexican Pesos (“MXN”) and Canadian Dollars (“CA$”).

In accordance with the Group’s treasury policy, the Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. Generally the Group does not use forward exchange contracts to hedge residual foreign exchange risk arising from customary receipts and payments denominated in foreign currencies. However, when considered appropriate, the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions.

F-456

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

Exposure to foreign exchange risk

	€			MXN			CA$
	(In $ million)
As of December 31, 2011
Cash and cash equivalents		99			11			7
Trade and other receivables		141			73			21
Non-current receivables		7			—			—
Trade and other payables		(208	)		(43	)		(12	)
Loans and borrowings:
August 2011 Credit Agreement		(316	)		—			—
2009 Notes		(571	)		—			—
2007 Senior Notes		(606	)		—			—
2007 Senior Subordinated Notes		(530	)		—			—
Other borrowings		(1	)		—			—
Related party borrowings		(39	)		—			—
Total exposure		(2,024	)		41			16
Embedded derivative		9			—			—
Commodity derivative		(3	)		—			—
Effect of derivative contracts		6			—			—
Net exposure		(2,018	)		41			16

	€			MXN			CA$
	(In $ million)
As of December 31, 2010
Cash and cash equivalents		81			9			14
Trade and other receivables		120			47			13
Non-current receivables		24			—			—
Trade and other payables		(152	)		(16	)		(2	)
Loans and borrowings:
2009 Credit Agreement		(320	)		—			—
2009 Notes		(585	)		—			—
2007 Senior Notes		(621	)		—			—
2007 Senior Subordinated Notes		(542	)		—			—
Other borrowings		(2	)		—			—
Related party borrowings		(16	)		—			—
Total exposure		(2,013	)		40			25
Embedded derivative		16			—			—
Commodity derivative		—			—			—
Effect of derivative contracts		16			—			—
Net exposure		(1,997	)		40			25

Cash flows associated with derivatives are expected to occur and impact the profit or loss component of the statement of comprehensive income in the next twelve months.

In addition to the above, the Group is exposed to foreign exchange risk on future sales and purchases that are denominated in foreign currencies.

F-457

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

Significant exchange rates

The following significant exchange rates applied during the period:

	Average rate for the  period ended December 31,				As of December 31
	2011		2010		2011		2010
1 €		1.39		1.33		1.32		1.33
10 MXN		0.80		0.79		0.71		0.81
1 CA$		1.01		0.97		0.98		1.00

Sensitivity analysis

A change in exchange rates would impact future payments and receipts of the Group’s assets and liabilities denominated in foreign currencies. A 10% strengthening or weakening of the U.S. dollar against the following currencies at the reporting date would have (increased) decreased comprehensive income in the statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has been applied for all periods presented.

	Comprehensive income  for the period ended December 31, 2011
	10% strengthening of $			10% weakening of $
	(In $ million)
€		(202	)		202
MXN		4			(4	)
CA$		2			(2	)

The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than the U.S. dollar, which is the Group’s reporting currency. The impact of movements in exchange rates is therefore recognized in other comprehensive income.

Transaction risk

The Group has $1,583 million of U.S. dollar-denominated notes in an entity with a functional currency of the euro. A 10% strengthening of the U.S. dollar against the euro would have resulted in a $158 million loss recognized as a financial expense in the statement of comprehensive income. A 10% weakening would have an equal but opposite effect.

Certain subsidiaries within the Group are exposed to foreign exchange risk on intercompany borrowings, sales and purchases denominated in currencies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the net operating profit recognized in the profit or loss component of the Group’s statement of comprehensive income.

(b) Interest rate risk

The Group’s interest rate risk arises from long-term borrowings at both fixed and floating rates and deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk.

The Group has exposure to both floating and fixed interest rates on borrowings primarily denominated in the U.S. dollar and the euro.

F-458

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

Interest rate risk on borrowings at floating rates is partially offset by interest earned on cash deposits also at floating rates.

The Group has adopted a policy, which is consistent with the covenants under the August 2011 Credit Agreement, to ensure that at least 50% of its overall exposure to changes in interest rates on borrowings is on a fixed rate basis.

The following table sets out the Group’s interest rate risk repricing profile:

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2011
Fixed rate instruments
Loans and borrowings:
August 2011 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
August 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Secured Notes		(1,000	)		—			—			—			—			(1,000	)
February 2011 Senior Notes		(1,000	)		—			—			—			—			(1,000	)
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,707	)		—			—			—			(1,707	)		—
2007 Senior Notes		(621	)		—			—			—			—			(621	)
2007 Senior Subordinated Notes		(544	)		—			—			—			—			(544	)
Pactiv 2012 Notes		(249	)		—			(249	)		—			—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Graham Packaging 2014 Notes		(355	)		—			—			—			(355	)		—
Graham Packaging 2017 Notes		(14	)		—			—			—			—			(14	)
Graham Packaging 2018 Notes		(19	)		—			—			—			—			(19	)
Other borrowings		(33	)		(4	)		(1	)		(2	)		(4	)		(22	)
Total fixed rate instruments		(12,834	)		(4	)		(250	)		(2	)		(2,066	)		(10,512	)
Floating rate instruments
Cash and cash equivalents		597			597			—			—			—			—
Bank overdrafts		(3	)		(3	)		—			—			—			—
Loans and borrowings:
August 2011 Credit Agreement		(4,574	)		(4,574	)		—			—			—			—
Related party borrowings		(39	)		(39	)		—			—			—			—
Other borrowings		(20	)		(19	)		—			(1	)		—			—
Total variable rate instruments		(4,039	)		(4,038	)		—			(1	)		—			—
Total		(16,873	)		(4,042	)		(250	)		(3	)		(2,066	)		(10,512	)

F-459

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2010
Fixed rate instruments
Loans and borrowings:
October 2010 Senior Secured Notes		(1,500	)		—			—			—			—			(1,500	)
October 2010 Senior Notes		(1,500	)		—			—			—			—			(1,500	)
May 2010 Notes		(1,000	)		—			—			—			—			(1,000	)
2009 Notes		(1,723	)		—			—			—			—			(1,723	)
2007 Senior Notes		(638	)		—			—			—			—			(638	)
2007 Senior Subordinated Notes		(558	)		—			—			—			—			(558	)
Pactiv 2012 Notes		(249	)		—			—			(249	)		—			—
Pactiv 2017 Notes		(300	)		—			—			—			—			(300	)
Pactiv 2018 Notes		(16	)		—			—			—			—			(16	)
Pactiv 2025 Notes		(276	)		—			—			—			—			(276	)
Pactiv 2027 Notes		(200	)		—			—			—			—			(200	)
Other borrowings		(31	)		(1	)		(2	)		(1	)		(1	)		(26	)
Total fixed rate instruments		(7,991	)		(1	)		(2	)		(250	)		(1	)		(7,737	)
Floating rate instruments
Cash and cash equivalents		663			663			—			—			—			—
Bank overdrafts		(12	)		(12	)		—			—			—			—
Loans and borrowings:
2009 Credit Agreement		(4,150	)		(4,150	)		—			—			—			—
Related party borrowings		(16	)		(16	)		—			—			—			—
Other borrowings		(3	)		(3	)		—			—			—			—
Total variable rate instruments		(3,518	)		(3,518	)		—			—			—			—
Total		(11,509	)		(3,519	)		(2	)		(250	)		(1	)		(7,737	)

The Group’s sensitivity to interest rate risk can be expressed in two ways:

Fair value sensitivity analysis

A change in interest rates impacts the fair value of the Group’s fixed rate borrowings. Given all debt instruments are carried at amortized cost, a change in interest rates would not impact the profit or loss component of the statement of comprehensive income.

Cash flow sensitivity analysis

A change in interest rates would impact future interest payments and receipts on the Group’s floating rate assets and liabilities. An increase or decrease in interest rates of 100 basis points at the reporting date would impact the statement of comprehensive income result and equity by the amounts shown below, based on the

F-460

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

assets and liabilities held at the reporting date, and a one year time frame. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. The analysis is performed on the same basis for comparative periods.

As of December 31, 2011, most of the Group’s debt has been issued with a fixed interest rate. While interest on the August 2011 Credit Agreement is at a floating rate, there is a LIBOR/EURIBOR floor of between 1.25% and 1.50%. Given current LIBOR/EURIBOR rates, a 1% decrease in interest rates would have no impact on interest expense on this facility due to the LIBOR floor. However, a 1% increase in interest rates would have a $3 million impact on interest expense.

(c)    Commodity and other price risk

Commodity and other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

The Group’s exposure to commodity and other price risk arises principally from the purchase of resin (and its components), natural gas and aluminum. Other than resin, natural gas and certain aluminum purchases, the Group generally purchases these commodities at spot market prices and commodity financial instruments or derivatives to hedge commodity prices are not used.

The Group’s objective is to ensure that its commodity and other price risk exposure is kept at an acceptable level. In accordance with the Group’s treasury policy, the Group enters into derivative instruments to hedge the Group’s exposure in relation to the cost of resin, natural gas and aluminum.

The following table provides the detail of out outstanding derivative contracts as of December 31, 2011:

Type	Unit of measure	Contracted volumes		Contracted price range	Contracted date of maturity
Resin futures	pound		18,000,000	$0.98 - $1.00	Jan 2012 - Dec 2012
Resin futures	metric tonne		10,000	€1,420	Jul 2012 - Oct 2012
Resin futures	kiloliter		16,900	JPY 48,100 - 51,700	Jan 2012 - Aug 2012
Aluminum swaps	metric tonne		29,171	$1,940 - $2,816	Jan 2012 - Dec 2014
Natural gas swaps	million BTU		2,742,627	$3.33 - $4.88	Jan 2012 - Feb 2013
Ethylene swaps	pound		11,637,600	$0.43 - $0.62	Feb 2012 - June 2012
Benzene swaps	U.S. liquid gallon		4,299,389	$3.45 - $3.84	Feb 2012 - June 2012

The fair values of the derivative contracts are based on quoted market prices or traded exchange market prices and represent the estimated amounts that the Group would pay or receive to terminate the contracts. During the period ended December 31, 2011, the Group recognized an unrealized loss of $26 million (2010: unrealized gain of $4 million; 2009: unrealized gain of $129 million) as a component of other income in the statements of comprehensive income. During the period ended December 31, 2011, the Group recognized a realized gain of $7 million (2010: realized loss of $11 million; 2009: realized loss of $96 million) as a component of cost of sales in the statements of comprehensive income.

The impact on the statement of comprehensive income from a revaluation of derivative contracts at December 31, 2011 assuming a ten percent parallel upwards movement in the price curve used to value the contracts is a gain of $15 million (2010: none; 2009: gain of $13 million) assuming all other variables remain constant. A 10% parallel decrease in the price curve would have an equal but opposite effect on the statement of comprehensive income.

F-461

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

29.3    Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and related entities.

Given the diverse range of operations and customers across the Group, the Directors have delegated authority for credit control procedures to each of the segments within the Group. Each operating business is responsible for managing its own credit control procedures. These include but are not limited to reviewing the individual characteristics of new customers for creditworthiness before accepting the customer and agreeing upon purchase limits and terms of trade. If considered appropriate the operating business may take out insurance for specific debtors.

Generally the Group does not require collateral in respect of trade and other receivables. Goods are generally sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. For certain sales letters of credit are obtained.

The Group’s exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Refer to note 16.

Historically there has been a low level of losses resulting from default by customers and related entities. The carrying amount of financial assets represents the maximum credit exposure.

The Group limits its exposure to credit risk by making deposits and entering into derivative instruments with counterparties that have a credit rating of at least investment grade. Given these high credit ratings, management does not expect any such counterparty to fail to meet its obligations.

29.4    Liquidity risk

Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due and comply with bank covenants under both normal and stressed conditions.

The Group evaluates its liquidity requirements on an ongoing basis using a 13 week rolling forecast and a 12 month rolling forecast and ensures that it has sufficient cash on demand to meet expected operating expenses including the servicing of financial obligations.

The Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities. It also has credit lines in place to cover potential shortfalls. As of December 31, 2011, the Group had undrawn lines of credit under the revolving facilities of the August 2011 Credit Agreement totaling $35 million and €63 million ($82 million) (2010: $71 million and €56 million ($74 million) under the 2009 Credit Agreement). In addition, the Group has local working capital facilities in various jurisdictions which are available if needed to support the cash management of local operations.

F-462

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

The following table sets out contractual cash flows for all financial liabilities including commodity derivatives.

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2011
Non-derivative financial liabilities
Bank overdrafts		(3	)		(3	)		(3	)		—			—			—			—
Trade and other payables		(1,749	)		(1,749	)		(1,749	)		—			—			—			—
Non-current payables		(38	)		(38	)		—			—			(38	)		—			—
Loans and borrowings
August 2011 Credit Agreement		(4,490	)		(6,142	)		(271	)		(267	)		(522	)		(1,471	)		(3,611	)
August 2011 Senior Secured Notes		(1,468	)		(2,444	)		(59	)		(59	)		(118	)		(354	)		(1,854	)
August 2011 Senior Notes		(972	)		(1,789	)		(49	)		(49	)		(99	)		(296	)		(1,296	)
February 2011 Senior Secured Notes		(999	)		(1,652	)		(34	)		(34	)		(69	)		(206	)		(1,309	)
February 2011 Senior Notes		(993	)		(1,784	)		(41	)		(41	)		(83	)		(248	)		(1,371	)
October 2010 Senior Secured Notes		(1,473	)		(2,301	)		(53	)		(53	)		(107	)		(321	)		(1,767	)
October 2010 Senior Notes		(1,466	)		(2,514	)		(68	)		(68	)		(135	)		(405	)		(1,838	)
May 2010 Notes		(980	)		(1,554	)		(43	)		(43	)		(85	)		(255	)		(1,128	)
2009 Notes		(1,642	)		(2,368	)		(66	)		(66	)		(132	)		(2,104	)		—
2007 Senior Notes		(606	)		(870	)		(25	)		(25	)		(50	)		(770	)		—
2007 Senior Subordinated Notes		(530	)		(803	)		(26	)		(26	)		(52	)		(699	)		—
Pactiv 2012 Notes		(253	)		(264	)		(7	)		(257	)		—			—			—
Pactiv 2017 Notes		(314	)		(433	)		(12	)		(12	)		(24	)		(73	)		(312	)
Pactiv 2018 Notes		(17	)		(23	)		(1	)		(1	)		(1	)		(3	)		(17	)
Pactiv 2025 Notes		(269	)		(584	)		(11	)		(11	)		(22	)		(66	)		(474	)
Pactiv 2027 Notes		(197	)		(459	)		(8	)		(8	)		(17	)		(50	)		(376	)
Graham Packaging 2014 Notes		(367	)		(461	)		(18	)		(18	)		(35	)		(390	)		—
Graham Packaging 2017 Notes		(14	)		(21	)		(1	)		(1	)		(1	)		(3	)		(15	)
Graham Packaging 2018 Notes		(19	)		(31	)		(1	)		(1	)		(2	)		(5	)		(22	)
Related party borrowings		(39	)		(57	)		—			(2	)		(2	)		(5	)		(48	)
Other borrowings		(53	)		(66	)		(25	)		(2	)		(5	)		(9	)		(25	)
		(18,951	)		(28,410	)		(2,571	)		(1,044	)		(1,599	)		(7,733	)		(15,463	)
Derivative financial liabilities
Commodity derivatives
Inflows		—			26			17			9			—			—			—
Outflows		(15	)		(41	)		(27	)		(14	)		—			—			—
		(15	)		(15	)		(10	)		(5	)		—			—			—
Total		(18,966	)		(28,425	)		(2,581	)		(1,049	)		(1,599	)		(7,733	)		(15,463	)

F-463

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Carrying amount			Total			6 months or less			6 to 12 months			1 to 2 years			2 to 5 years			More than 5 years
	(In $ million)
As of December 31, 2010
Non-derivative financial liabilities
Bank overdrafts		(12	)		(12	)		(12	)		—			—			—			—
Trade and other payables		(1,236	)		(1,236	)		(1,236	)		—			—			—			—
Non-current payables		(9	)		(9	)		—			—			(9	)		—			—
Loans and borrowings
2009 Credit Agreement		(4,026	)		(5,381	)		(176	)		(198	)		(419	)		(1,986	)		(2,602	)
October 2010 Senior Secured Notes		(1,470	)		(2,407	)		(53	)		(53	)		(107	)		(320	)		(1,874	)
October 2010 Senior Notes		(1,464	)		(2,649	)		(68	)		(68	)		(135	)		(405	)		(1,973	)
May 2010 Notes		(978	)		(1,639	)		(43	)		(43	)		(85	)		(255	)		(1,213	)
2009 Notes		(1,648	)		(2,526	)		(67	)		(67	)		(134	)		(401	)		(1,857	)
2007 Senior Notes		(621	)		(945	)		(26	)		(26	)		(51	)		(153	)		(689	)
2007 Senior Subordinated Notes		(542	)		(904	)		(27	)		(27	)		(53	)		(159	)		(638	)
Pactiv 2012 Notes		(261	)		(278	)		(7	)		(7	)		(264	)		—			—
Pactiv 2017 Notes		(316	)		(457	)		(12	)		(12	)		(24	)		(73	)		(336	)
Pactiv 2018 Notes		(17	)		(24	)		(1	)		(1	)		(1	)		(3	)		(18	)
Pactiv 2025 Notes		(269	)		(606	)		(11	)		(11	)		(22	)		(66	)		(496	)
Pactiv 2027 Notes		(197	)		(476	)		(8	)		(8	)		(17	)		(50	)		(393	)
Related party borrowings		(16	)		(19	)		—			—			—			—			(19	)
Other borrowings		(32	)		(43	)		(3	)		(3	)		(2	)		(6	)		(29	)
		(13,114	)		(19,611	)		(1,750	)		(524	)		(1,323	)		(3,877	)		(12,137	)
Derivative financial liabilities
Commodity derivatives
Inflows		11			52			35			17			—			—			—
Outflows		—			(41	)		(25	)		(16	)		—			—			—
		11			11			10			1			—			—			—
Total		(13,103	)		(19,600	)		(1,740	)		(523	)		(1,323	)		(3,877	)		(12,137	)

F-464

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

29.5    Classification and fair values

	Fair value through the profit or loss			Held to maturity		Cash,  loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2011
Assets
Cash and cash equivalents		—			—		597		—			597			597
Current and non-current receivables		—			—		1,559		—			1,559			1,559
Derivative financial assets
Commodity contracts		1			—		—		—			1			1
Embedded derivatives		122			—		—		—			122			122
Total assets		123			—		2,156		—			2,279			2,279
Liabilities
Bank overdrafts		—			—		—		(3	)		(3	)		(3	)
Trade and other payables		—			—		—		(1,749	)		(1,749	)		(1,749	)
Other non-current payables		—			—		—		(38	)		(38	)		(38	)
Derivative financial liabilities
Commodity contracts		(16	)		—		—		—			(16	)		(16	)
Loans and borrowings
August 2011 Credit Agreement		—			—		—		(4,490	)		(4,490	)		(4,574	)
August 2011 Senior Secured Notes		—			—		—		(1,468	)		(1,468	)		(1,560	)
August 2011 Senior Notes		—			—		—		(972	)		(972	)		(960	)
February 2011 Senior Secured Notes		—			—		—		(999	)		(999	)		(979	)
February 2011 Senior Notes		—			—		—		(993	)		(993	)		(873	)
October 2010 Senior Secured Notes		—			—		—		(1,473	)		(1,473	)		(1,564	)
October 2010 Senior Notes		—			—		—		(1,466	)		(1,466	)		(1,416	)
May 2010 Notes		—			—		—		(980	)		(980	)		(956	)
2009 Notes		—			—		—		(1,642	)		(1,642	)		(1,758	)
2007 Senior Notes		—			—		—		(606	)		(606	)		(527	)
2007 Senior Subordinated Notes		—			—		—		(530	)		(530	)		(433	)
Pactiv 2012 Notes		—			—		—		(253	)		(253	)		(249	)
Pactiv 2017 Notes		—			—		—		(314	)		(314	)		(242	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(11	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(187	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(142	)
Graham Packaging 2014 Notes		—			—		—		(367	)		(367	)		(362	)
Graham Packaging 2017 Notes		—			—		—		(14	)		(14	)		(13	)
Graham Packaging 2018 Notes		—			—		—		(19	)		(19	)		(19	)
Related party borrowings		—			—		—		(39	)		(39	)		(39	)
Other borrowings		—			—		—		(53	)		(53	)		(53	)
Total liabilities		(16	)		—		—		(18,951	)		(18,967	)		(18,723	)

F-465

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

	Fair value through the profit or loss			Held to maturity		Cash,  loans and receivables		Other liabilities			Total carrying amount			Fair value
	(In $ million)
As of December 31, 2010
Assets
Cash and cash equivalents		—			—		663		—			663			663
Current and non-current receivables		—			—		1,192		—			1,192			1,192
Derivative financial assets
Commodity contracts		12			—		—		—			12			12
Embedded derivatives		87			—		—		—			87			87
Total assets		99			—		1,855		—			1,954			1,954
Liabilities
Bank overdrafts		—			—		—		(12	)		(12	)		(12	)
Trade and other payables		—			—		—		(1,236	)		(1,236	)		(1,236	)
Other non-current payables		—			—		—		(9	)		(9	)		(9	)
Derivative financial liabilities
Commodity contracts		(1	)		—		—		—			(1	)		(1	)
Loans and borrowings
2009 Credit Agreement		—			—		—		(4,026	)		(4,026	)		(4,150	)
October 2010 Senior Secured Notes		—			—		—		(1,470	)		(1,470	)		(1,553	)
October 2010 Senior Notes		—			—		—		(1,464	)		(1,464	)		(1,549	)
May 2010 Notes		—			—		—		(978	)		(978	)		(1,015	)
2009 Notes		—			—		—		(1,648	)		(1,648	)		(1,810	)
2007 Senior Notes		—			—		—		(621	)		(621	)		(641	)
2007 Senior Subordinated Notes		—			—		—		(542	)		(542	)		(575	)
Pactiv 2012 Notes		—			—		—		(261	)		(261	)		(257	)
Pactiv 2017 Notes		—			—		—		(316	)		(316	)		(297	)
Pactiv 2018 Notes		—			—		—		(17	)		(17	)		(15	)
Pactiv 2025 Notes		—			—		—		(269	)		(269	)		(236	)
Pactiv 2027 Notes		—			—		—		(197	)		(197	)		(179	)
Related party borrowings		—			—		—		(16	)		(16	)		(16	)
Other borrowings		—			—		—		(32	)		(32	)		(32	)
Total liabilities		(1	)		—		—		(13,114	)		(13,115	)		(13,583	)

The methods used in determining fair values of financial instruments are disclosed in note 5.

29.6    Fair value measurements recognized in the statement of comprehensive income

The following table sets out an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value and are grouped into levels based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;

F-466

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

29.    Financial risk management (continued)

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1		Level 2			Level 3		Total
	(In $ million)
As of December 31, 2011
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		(15	)		—		(15	)
Embedded derivatives		—		122			—		122
Total		—		107			—		107
As of December 31, 2010
Financial assets at fair value through profit or loss:
Derivative financial assets (liabilities):
Commodity derivatives, net		—		11			—		11
Embedded derivatives		—		87			—		87
Total		—		98			—		98

There were no transfers between any levels during the periods ended December 31, 2011 and 2010.

30.    Related parties

Parent and ultimate controlling party

The immediate parent of the Group is Reynolds Group Holdings Limited, the ultimate parent of the Group is Packaging Holdings Limited and the ultimate shareholder is Mr. Graeme Hart.

Transactions with key management personnel

Key management personnel compensation comprised:

	For the period ended December 31,
	2011		2010		2009
	(In $ million)
Short-term employee benefits		13		11		8
Management fees		—		1		3
Total compensation expense to key management personnel		13		12		11

There have been no transactions with key management personnel during the periods ended December 31, 2011, 2010 and 2009.

F-467

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

30.    Related parties (continued)

Related party transactions

The transactions and balances outstanding with joint ventures are with SIG Combibloc Obeikan FZCO and SIG Combibloc Obeikan Company Limited. All other related parties detailed below have a common ultimate shareholder. The entities and types of transactions with which the Group entered into related party transactions during the periods are detailed below:

	Transaction values for the period ended December 31,									Balances outstanding as of December 31,
	2011			2010			2009			2011			2010
	(In $ million)
Transactions with the immediate and ultimate parent companies
Due to immediate parent(a)		—			—			—			(16	)		(16	)
Transactions with joint ventures
Sale of goods and services(b)		131			122			96			25			29
Purchase of goods(b)		—			—			(4	)		—			(3	)
Sale of non-current assets		—			7			—			—			—
Transactions with other related parties
Trade receivables
BPC United States Inc.		—			—			—			4			1
Sale of services		3			—			—			—			—
Sale of property, plant and equipment(f)		—			3			—			—			—
Carter Holt Harvey Limited		—			—			—			—			1
Sale of goods		3			14			—			—			—
Carter Holt Harvey Packaging Pty Limited		—			—			—			—			4
Sale of goods		4			20			—			—			—
Carter Holt Harvey Pulp & Paper Limited		—			—			—			—			1
Sale of goods		3			2			—			—			—
FRAM Group Operations LLC		—			—			—			1			—
United Components, Inc		—			—			—			1			—
Trade payables
BPC United States Inc.		—			—			—			—			—
Management fees		—			(1	)		(3	)		—			—
Recharges		—			—			(3	)		—			—
Carter Holt Harvey Limited		—			—			—			(1	)		(1	)
Purchase of goods		(10	)		(1	)		—			—			—
Purchase of Whakatane Mill(e)		—			(46	)		—			—			—
Carter Holt Harvey Pulp & Paper Limited		—			—			—			(5	)		(3	)
Purchase of goods		(38	)		(25	)		—			—			—
Rank Group Limited(c)		—			—			—			(41	)		(6	)
Recharges		(121	)		(43	)		(16	)		—			—
Reynolds Packaging (NZ) Limited		—			—			(1	)		—			(1	)
Dividends paid		—			(39	)		—			—			—

F-468

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

30.    Related parties (continued)

	Transaction values for the period ended December 31,								Balances outstanding as of December 31,
	2011			2010		2009			2011			2010
	(In $ million)
Loans receivable
BPC United States Inc.		—			—		—			—			—
Repayments		—			12		—			—			—
Reynolds Consumer Products (NZ) Limited		—			—		—			—			—
Interest income		—			2		1			—			—
Novation of loan		—			1		—			—			—
Repayment of loan		—			61		—			—			—
Reynolds Treasury (NZ) Limited		—			—		—			—			—
Interest income		—			1					—			—
Repayments		—			25		—			—			—
Loans Payable
Carter Holt Harvey Limited		—			—		—			—			—
Interest expense		—			—		(4	)		—			—
Evergreen Packaging New Zealand Limited		—			—		—			—			—
Interest expense		—			—		(1	)		—			—
Reynolds Consumer Products (NZ) Limited		—			—		—			—			—
Interest expense		—			—		(6	)		—			—
Reynolds Treasury (NZ) Limited(d)		—			—		—			(23	)		—
Loan advanced		(25	)		—		—			—			—
Interest expense		(1	)		—		(2	)		—			—

(a) The advance due to RGHL accrued interest at a rate based on EURIBOR plus a margin of 2.375%. During the period ended December 31, 2011, interest accrued at rates from 3.38% to 3.93% (2010: 3.01% to 3.32%; 2009: 3.13% to 5.22%). The loan is subordinated to the obligations under the August 2011 Credit Agreement, the August 2011 Senior Secured Notes, the February 2011 Senior Secured Notes, the October 2010 Senior Secured Notes and the 2009 Notes, and is subject to certain other payment restrictions, including in favor of the 2007 Notes under the terms of the inter-creditor arrangements.

(b) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated on a cost-plus basis allowing a margin ranging from 3% to 6%. All amounts are unsecured, non-interest bearing and repayable on demand.

(c) Represents certain costs paid by Rank Group Limited on behalf of the Group that were subsequently recharged to the Group. These costs are primarily related to the Group’s financing and acquisition activities.

(d) On August 23, 2011, the Group borrowed the Euro equivalent of $25 million from Reynolds Treasury (NZ) Limited. The loan bears interest at the greater of 2% and the 3 month EURIBOR rate plus 4.875%. The loan is unsecured and the repayment date will be agreed between the parties.

(e) On May 4, 2010, the Group acquired the Whakatane Mill for a purchase price of $48 million, being the fair value of the net assets at the date purchased, from Carter Holt Harvey Limited (“CHHL”). The consideration paid to the seller of the assets was subject to certain post-closing adjustments relating to the closing net working capital, reimbursable wages and other stub period adjustments. The post-closing adjustments resulted in CHHL owing the Group an amount of $2 million which was paid during the period ended December 31, 2010.

F-469

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

30.    Related parties (continued)

(f) On April 29, 2010, Blue Ridge Paper Products Inc. sold land and buildings in Richmond to BPC United States Inc. The consideration paid was the net book value of the assets at the date of sale, being $3 million settled at the date of sale.

31.    Group entities

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Alusud Argentina S.R.L.		Dec-31	Argentina		100		100		100
Graham Packaging Argentina S.A.(a)		Dec-31	Argentina		100		—		100
Graham Packaging San Martin S.A.(a)		Dec-31	Argentina		100		—		100
Lido Plast San Luis S.A.(a)		Dec-31	Argentina		100		—		100
SIG Combibloc Agrentina S.R.L.		Dec-31	Argentina		100		100		100
Whakatane Mill Australia Pty Limited		Dec-31	Australia		100		100		100
SIG Austria Holding GmbH		Dec-31	Austria		100		100		100
SIG Combibloc GmbH		Dec-31	Austria		100		100		100
SIG Combibloc GmbH & Co. KG		Dec-31	Austria		100		100		100
Gulf Closures W.L.L.(b)		Dec-31	Bahrain		49		49		49
Graham Packaging Belgium N.V.(a)		Dec-31	Belgium		100		—		100
Graham Packaging Lummen N.V.(a)		Dec-31	Belgium		100		—		100
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.		Dec-31	Brazil		100		100		100
Graham Packaging do Brasil Indústria e Comércio Ltda.(a)		Dec-31	Brazil		100		—		100
Graham Packaging Paraná Ltda.(a)		Dec-31	Brazil		100		—		100
Resin Rio Comercio Ltda.(a)		Dec-31	Brazil		100		—		100
SIG Beverages Brasil Ltda.		Dec-31	Brazil		100		100		100
SIG Combibloc do Brasil Ltda.		Dec-31	Brazil		100		100		100
CSI Latin American Holdings Corporation		Dec-31	British Virgin Islands		100		100		100
Reynolds Consumer Products Bulgaria EOOD		Dec-31	Bulgaria		100		100		100
798795 Ontario Limited(c)		Dec-31	Canada		—		100		—
Closure Systems International (Canada) Limited(c)		Dec-31	Canada		—		100		—
Conference Cup Ltd.(d)		Dec-31	Canada		100		—		100
Dopaco Canada, Inc.(d)		Dec-31	Canada		100		—		100
Evergreen Packaging Canada Limited		Dec-31	Canada		100		100		100
Garven Incorporated(d)		Dec-31	Canada		100		—		100
Graham Packaging Canada Limited(a)		Dec-31	Canada		100		—		100
Newspring Canada, Inc.(c)		Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(c)		Dec-31	Canada		—		100		—
Pactiv Canada, Inc.(e)		Dec-31	Canada		100		—		100
Reynolds Food Packaging Canada Inc.(c)		Dec-31	Canada		—		100		—
Crystal Insurance Comp. Ltd.		Dec-31	Channel Islands		100		100		100
SIG Asset Holdings Limited		Dec-31	Channel Islands		100		100		100
Alusud Embalajes Chile Ltda.		Dec-31	Chile		100		100		100
SIG Combibloc Chile Limitada		Dec-31	Chile		100		100		100
Closure Systems International (Guangzhou) Limited		Dec-31	China		100		100		100
Closure Systems International (Wuhan) Limited		Dec-31	China		100		100		100
CSI Closures Systems (Hangzhou) Co., Ltd.		Dec-31	China		100		100		100
CSI Closures Systems (Tianjin) Co., Ltd.		Dec-31	China		100		100		100
Dongguan Pactiv Packaging Co., Ltd		Dec-31	China		51		51		51
Evergreen Packaging (Shanghai) Co., Limited		Dec-31	China		100		100		100

F-470

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Graham Packaging (Guangzhou) Co. Ltd.(a)		Dec-31	China		100		—		100
Graham Packaging Trading (Shanghai) Co. Ltd.(a)		Dec-31	China		100		—		100
Reynolds Metals (Shanghai) Ltd.		Dec-31	China		100		100		100
SIG Combibloc (Suzhou) Co. Ltd.		Dec-31	China		100		100		100
SIG Combibloc Packaging Technology Services (Shanghai) Co. Ltd. (In liquidation)		Dec-31	China		100		100		100
Zhejing Zhongbao Packaging Co., Ltd		Dec-31	China		62.5		62.5		62.5
Alusud Embalajes Colombia Ltda.		Dec-31	Colombia		100		100		100
CSI Closure Systems Manufacturing do Centro America, Sociedad de Responsabilidad Limitada		Dec-31	Costa Rica		100		100		100
SIG Combibloc s.r.o.		Dec-31	Czech Republic		100		100		100
Closure Systems International (Egypt) LLC		Dec-31	Egypt		100		100		100
Evergreen Packaging de El Salvador S.A. de C.V.		Dec-31	El Salvador		100		100		100
Graham Packaging Company OY(a)		Dec-31	Finland		100		—		100
Graham Packaging Europe SNC(a)		Dec-31	France		100		—		100
Graham Packaging France S.A.S.(a)		Dec-31	France		100		—		100
Graham Packaging Normandy S.a.r.l.(a)		Dec-31	France		100		—		100
Graham Packaging Villecomtal S.a.r.l.(a)		Dec-31	France		100		—		100
SIG Combibloc S.a.r.l.		Dec-31	France		100		100		100
Closure Systems International Deutschland GmbH		Dec-31	Germany		100		100		100
Closure Systems International Holdings (Germany) GmbH		Dec-31	Germany		100		100		100
Omni-Pac Ekco Gmbh Verpackungsmittel		Dec-31	Germany		100		100		100
Omni-Pac Gmbh Verpackungsmittel		Dec-31	Germany		100		100		100
Pactiv Deutschland Holdinggesellschaft mbH		Dec-31	Germany		100		100		100
Pactiv Forest Products GmbH		Dec-31	Germany		100		100		100
Pactiv Hamburg Holdings GmbH(f)		Dec-31	Germany		—		100		—
SIG Beverages Germany GmbH		Dec-31	Germany		100		100		100
SIG Combibloc GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Holding GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Systems GmbH		Dec-31	Germany		100		100		100
SIG Combibloc Zerspanungstechnik GmbH		Dec-31	Germany		100		100		100
SIG Euro Holding AG & Co. KGaA		Dec-31	Germany		100		100		100
SIG Information Technology GmbH		Dec-31	Germany		100		100		100
SIG International Services GmbH		Dec-31	Germany		100		100		100
SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH)(g)		Dec-31	Germany		100		100		100
Closure Systems International (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Evergreen Packaging (Hong Kong) Limited		Dec-31	Hong Kong		100		100		100
Graham Packaging Asia Limited(a)		Dec-31	Hong Kong		100		—		100
Roots Investment Holding Private Limited(a)		Dec-31	Hong Kong		100		—		100
SIG Combibloc Limited		Dec-31	Hong Kong		100		100		100
Closure Systems International Holdings (Hungary) Kft.(h)		Dec-31	Hungary		—		100		—
CSI Hungary Manufacturing and Trading Limited Liability Company		Dec-31	Hungary		100		100		100
SIG Combibloc Kft.		Dec-31	Hungary		100		100		100
Closure Systems International (I) Private Limited		Mar-31	India		100		100		100
SIG Beverage Machinery and Systems (India) Pvt. Ltd. (in liquidation)		Dec-31	India		100		100		100

F-471

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
PT. Graham Packaging Indonesia(a)		Dec-31	Indonesia		100		—		100
Ha’Lakoach He’Neeman H’Sheeshim Ou’Shenayim Ltd.		Dec-31	Israel		100		100		100
Graham Packaging Company Italia S.r.l.(a)		Dec-31	Italy		100		—		100
SIG Combibloc S.r.l.		Dec-31	Italy		100		100		100
S.I.P. S.r.l. Societa Imballaggi Plastici S.r.l. (in liquidation)(a)		Dec-31	Italy		100		—		100
Closure Systems International Holdings (Japan) KK		Dec-31	Japan		100		100		100
Closure Systems International Japan, Limited		Dec-31	Japan		100		100		100
Graham Packaging Japan Godo Kaisha(a)		Dec-31	Japan		100		—		100
Closure Systems International Holdings (Korea), Ltd.		Dec-31	Korea		100		100		100
Evergreen Packaging Korea Limited		Dec-31	Korea		100		100		100
SIG Combibloc Korea Ltd.		Dec-31	Korea		100		100		100
Beverage Packaging Factoring (Luxembourg) S.à r.l.(i)		Dec-31	Luxembourg		100		—		100
Beverage Packaging Holdings (Luxembourg) III S.à r.l.		Dec-31	Luxembourg		100		100		100
Beverage Packaging Holdings (Luxembourg) IV S.à r.l.(i)		Dec-31	Luxembourg		100		—		100
Evergreen Packaging (Luxembourg) S.à r.l.		Dec-31	Luxembourg		100		100		100
Graham Packaging European Holdings (Luxembourg) S.à r.l.(j)		Dec-31	Luxembourg		100		—		100
Graham Packaging European Holdings (Luxembourg) I S.à r.l.(j)		Dec-31	Luxembourg		100		—		100
Reynolds Group Issuer (Luxembourg) S.A.		Dec-31	Luxembourg		100		100		100
SIG Finance (Luxembourg) S.à r.l. (in liquidation)(k)		Dec-31	Luxembourg		—		100		—
Asesores y Consultores Graham, S. de R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Bienes Industriales del Norte, S.A. de C.V.		Dec-31	Mexico		100		100		100
CSI En Ensenada, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
CSI En Saltillo, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
CSI Tecniservicio, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Evergreen Packaging Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Graham Packaging Plastic Products de Mexico S. de. R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Grupo Corporativo Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Grupo CSI de México, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Maxpack, S. de R.L. de C.V.(m)		Dec-31	Mexico		—		100		—
Middle America M.A., S.A. de C.V. (in liquidation)		Dec-31	Mexico		100		100		100
Pactiv Foodservice Mexico S. de R.L. de C.V. (formerly Central de Bolsas S. de R.L. de C.V.)(l)		Dec-31	Mexico		100		100		100
Pactiv Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Pactiv North American Holdings, S. de R.L. de C.V. (formerly Pactiv North American Holdings LLC)(u)		Dec-31	Mexico		—		100		—
Reynolds Metals Company de Mexico, S. de R.L. de C.V.		Dec-31	Mexico		100		100		100
Servicio Terrestre Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Servicios Graham Packaging, S. de. R.L. de C.V.(a)		Dec-31	Mexico		100		—		100
Servicios Industriales Jaguar, S.A. de C.V.		Dec-31	Mexico		100		100		100
Servicios Integrales de Operacion, S.A. de C.V.		Dec-31	Mexico		100		100		100
SIG Combibloc México, S.A. de C.V.		Dec-31	Mexico		100		100		100
SIG Simonazzi México, S.A. de C.V. (in liquidation)		Dec-31	Mexico		100		100		100
Tecnicos de Tapas Innovativas, S.A. de C.V.		Dec-31	Mexico		100		100		100
Closures Systems International Nepal Private Limited		Jul-31	Nepal		76		76		76
Beverage Packaging Holdings (Netherlands) B.V.		Dec-31	Netherlands		100		100		100
Closure Systems International B.V.		Dec-31	Netherlands		100		100		100

F-472

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Evergreen Packaging International B.V.		Dec-31	Netherlands		100		100		100
Graham Packaging Company B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Holdings B.V.(a)		Dec-31	Netherlands		100		—		100
Graham Packaging Zoetermeer B.V.(a)		Dec-31	Netherlands		100		—		100
Pactiv Europe B.V.		Dec-31	Netherlands		100		100		100
Reynolds Consumer Products International B.V.		Dec-31	Netherlands		100		100		100
Reynolds Packaging International B.V.		Dec-31	Netherlands		100		100		100
SIG Combibloc B.V.		Dec-31	Netherlands		100		100		100
Whakatane Mill Limited		Dec-31	New Zealand		100		100		100
Envases Panama, S.A.(n)		Dec-31	Panama		—		100		—
Alusud Peru S.A.		Dec-31	Peru		100		100		100
Closure Systems International (Philippines), Inc.		Dec-31	Philippines		100		100		100
Graham Packaging Poland SP. Z.O.O.(a)		Dec-31	Poland		100		—		100
Omni Pac Poland SP. Z.O.O.		Dec-31	Poland		100		100		100
SIG Combibloc SP. Z.O.O.		Dec-31	Poland		100		100		100
CSI Vostok Limited Liability Company		Dec-31	Russia		100		100		100
OOO SIG Combibloc		Dec-31	Russia		100		100		100
Pactiv Asia Pte Ltd		Dec-31	Singapore		100		100		100
Closure Systems International España, S.L.U.		Dec-31	Spain		100		100		100
Closure Systems International Holdings (Spain), S.A.		Dec-31	Spain		100		100		100
Graham Packaging Iberica S.L.(a)		Dec-31	Spain		100		—		100
Reynolds Food Packaging Spain, S.L.U.		Dec-31	Spain		100		100		100
SIG Combibloc S.A.		Dec-31	Spain		100		100		100
SIG Combibloc AB		Dec-31	Sweden		100		100		100
SIG allCap AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Procurement AG		Dec-31	Switzerland		100		100		100
SIG Combibloc (Schweiz) AG		Dec-31	Switzerland		100		100		100
SIG Combibloc Group AG		Dec-31	Switzerland		100		100		100
SIG Reinag AG		Dec-31	Switzerland		100		100		100
SIG Schweizerische Industrie-Gesellschaft AG		Dec-31	Switzerland		100		100		100
SIG Technology AG		Dec-31	Switzerland		100		100		100
Evergreen Packaging (Taiwan) Co. Limited		Dec-31	Taiwan		100		100		100
SIG Combibloc Taiwan Ltd.		Dec-31	Taiwan		100		100		100
SIG Combibloc Ltd.		Dec-31	Thailand		100		100		100
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Graham Plastpak Plastik Ambalaj Sanayi A.S.(a)		Dec-31	Turkey		100		—		100
SIG Combibloc Paketleme Ve Ticaret Limited Sirketi		Dec-31	Turkey		100		100		100
Alpha Products (Bristol) Limited		Dec-31	United Kingdom		100		100		100
Closure Systems International (UK) Limited		Dec-31	United Kingdom		100		100		100
Graham Packaging European Services Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging Plastics Limited(a)		Dec-31	United Kingdom		100		—		100
Graham Packaging U.K. Limited(a)		Dec-31	United Kingdom		100		—		100
IVEX Holdings, Ltd.		Dec-31	United Kingdom		100		100		100
J. & W. Baldwin (Holdings) Limited		Dec-31	United Kingdom		100		100		100
Kama Europe Limited		Dec-31	United Kingdom		100		100		100
Omni-Pac U.K. Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Caerphilly) Limited		Dec-31	United Kingdom		100		100		100
Pactiv (Films) Limited		Dec-31	United Kingdom		100		100		100

F-473

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Pactiv (Stanley) Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Pactiv Limited (in liquidation)		Dec-31	United Kingdom		100		100		100
Reynolds Consumer Products (UK) Limited		Dec-31	United Kingdom		100		100		100
Reynolds Subco (UK) Limited		Dec-31	United Kingdom		100		100		100
SIG Combibloc Limited		Dec-31	United Kingdom		100		100		100
SIG Holdings (UK) Ltd.		Dec-31	United Kingdom		100		100		100
The Baldwin Group Ltd.		Dec-31	United Kingdom		100		100		100
Baker’s Choice Products, Inc.		Dec-31	U.S.A.		100		100		100
BCP/Graham Holdings L.L.C.(a)		Dec-31	U.S.A.		100		—		100
Blue Ridge Holding Corp.		Dec-31	U.S.A.		100		100		100
Blue Ridge Paper Products Inc.		Dec-31	U.S.A.		100		100		100
BRPP, LLC		Dec-31	U.S.A.		100		100		100
Bucephalas Acquisition Corp.(o)		Dec-31	U.S.A.		—		—		—
Closure Systems International Americas, Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Holdings Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Inc.		Dec-31	U.S.A.		100		100		100
Closure Systems International Packaging Machinery Inc. (formerly Reynolds Packaging Machinery Inc.)(z)		Dec-31	U.S.A.		100		100		100
Closure Systems Mexico Holdings LLC		Dec-31	U.S.A.		100		100		100
Coast-Packaging Company (California General Partnership)(b)		Dec-31	U.S.A.		50		50		50
CSI Mexico LLC		Dec-31	U.S.A.		100		100		100
CSI Sales & Technical Services Inc.		Dec-31	U.S.A.		100		100		100
Dopaco, Inc.(p)		Dec-31	U.S.A.		100		—		100
Evergreen Packaging Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging International (US) Inc.		Dec-31	U.S.A.		100		100		100
Evergreen Packaging USA Inc.		Dec-31	U.S.A.		100		100		100
GPACSUB LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. I(a)		Dec-31	U.S.A.		100		—		100
GPC Capital Corp. II(a)		Dec-31	U.S.A.		100		—		100
GPC Holdings LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Merger LLC(a)(q)		Dec-31	U.S.A.		—		—		—
GPC Opco GP LLC(a)		Dec-31	U.S.A.		100		—		100
GPC Sub GP LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Acquisition Corporation(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Comerc USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Europe LLC(r)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Company L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Controllers USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging France Partners(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging GP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Holdings Company(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging International Plastics Products Inc.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Latin America LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LC, L.P.(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Leasing USA LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging LP Acquisition LLC(a)		Dec-31	U.S.A.		100		—		100
Graham Packaging Minster LLC(a)		Dec-31	U.S.A.		100		—		100

F-474

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation		Ownership interest  (%)				Voting interest (%) 2011
					2011		2010
Graham Packaging PET Technologies Inc.(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging Plastic Products Inc.(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging Poland L.P.(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging PX Company(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging PX Holding Corporation(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging PX, LLC(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging Regioplast STS Inc.(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging Technological Specialties LLC(a)		Dec-31		U.S.A.		100		—		100
Graham Packaging West Jordan, LLC(a)		Dec-31		U.S.A.		100		—		100
Graham Recycling Company L.P.(a)		Dec-31		U.S.A.		100		—		100
Newspring Industrial Corp.		Dec-31		U.S.A.		100		100		100
Pactiv Germany Holdings Inc.		Dec-31		U.S.A.		100		100		100
Pactiv International Holdings Inc.		Dec-31		U.S.A.		100		100		100
Pactiv LLC (formerly Pactiv Corporation)(s)		Dec-31		U.S.A.		100		100		100
Pactiv Factoring LLC		Dec-31		U.S.A.		100		100		100
Pactiv Management Company LLC		Dec-31		U.S.A.		100		100		100
Pactiv NA II LLC(t)		Dec-31		U.S.A.		100		100		100
Pactiv Retirement Administration LLC		Dec-31		U.S.A.		100		100		100
Pactiv RSA LLC		Dec-31		U.S.A.		100		100		100
PCA West Inc.		Dec-31		U.S.A.		100		100		100
Prairie Packaging, Inc.		Dec-31		U.S.A.		100		100		100
PWP Holdings, Inc.		Dec-31		U.S.A.		100		100		100
PWP Industries, Inc.		Dec-31		U.S.A.		100		100		100
RenPac Holdings Inc.(v)		Dec-31		U.S.A.		100		—		100
Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.)(w)		Dec-31		U.S.A.		100		100		100
Reynolds Consumer Products, Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Flexible Packaging Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Foil Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Food Packaging LLC		Dec-31		U.S.A.		100		100		100
Reynolds Group Holdings Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Group Issuer Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Group Issuer LLC		Dec-31		U.S.A.		100		100		100
Reynolds Manufacturing, Inc.(x)		Dec-31		U.S.A.		100		—		100
Reynolds Packaging Holdings LLC (formerly Reynolds Packaging Inc.)(y)		Dec-31		U.S.A.		100		100		100
Reynolds Packaging Kama Inc.		Dec-31		U.S.A.		100		100		100
Reynolds Packaging LLC		Dec-31		U.S.A.		100		100		100
Reynolds Services Inc.		Dec-31		U.S.A.		100		100		100
RGHL US Escrow II Inc.(aa)		Dec-31		U.S.A.		—		—		—
RGHL US Escrow II LLC(cc)		Dec-31		U.S.A.		—		—		—
RGHL US Escrow Holdings II Inc.(bb)		Dec-31		U.S.A.		—		—		—
SIG Combibloc Inc.		Dec-31		U.S.A.		100		100		100
SIG Holding USA LLC (formerly SIG Holding USA, Inc.)(dd)		Dec-31		U.S.A.		100		100		100
Southern Plastics, Inc.		Dec-31		U.S.A.		100		100		100
The Corinth and Counce Railroad Company(ee)		Dec-31		U.S.A.		—		100		—
Ultra Pac, Inc.		Dec-31		U.S.A.		100		100		100
Union Packaging LLC(p)(ff)		Dec-31		U.S.A.		—		—		—

F-475

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

	Reporting date		Country of incorporation	Ownership interest  (%)				Voting interest (%) 2011
				2011		2010
Alusud Venezuela S.A.		Dec-31	Venezuela		100		100		100
Graham Packaging Plasticos de Venezuela C.A.(a)		Dec-31	Venezuela		100		—		100
SIG Vietnam Ltd.		Dec-31	Vietnam		100		100		100

(a) Acquired as part of the Graham Packaging Acquisition on September 8, 2011.

(b) The Group has control as it has the power to govern the financial and operating policies of the entity.

(c) Amalgamated into a “new” Pactiv Canada Inc. on July 1, 2011.

(d) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Reynolds Food Packaging Canada Inc.

(e) Incorporated on July 1, 2011.

(f) Merged with SIG Beteiligungs GmbH on September 15, 2011.

(g) Changed name to SIG Beteiligungs GmbH on September 15, 2011.

(h) Merged into CSI Hungary Manufacturing and Trading Limited Liability Company on December 31, 2011.

(i) Incorporated on December 21, 2011.

(j) Incorporated on December 20, 2011.

(k) Liquidation was concluded on January 18, 2011 and the company subsequently deregistered.

(l) Changed name to Pactiv Foodservice Mexico, S. de R.L. de C.V. on September 27, 2011.

(m) Merged into Pactiv Foodservice Mexico, S. de R.L. de C.V. on December 31, 2011.

(n) Dissolved on February 11, 2011.

(o) Incorporated on June 13, 2011, and subsequently merged into Graham Packaging Company Inc. on September 8, 2011.

(p) Acquired as part of the Dopaco Acquisition on May 2, 2011 by Pactiv Corporation, now Pactiv LLC.

(q) Merged into Graham Packaging Holdings Company on September 12, 2011.

(r) Incorporated on December 13, 2011.

(s) Converted to a Delaware limited liability company on December 31, 2011 becoming Pactiv LLC.

(t) Incorporated on February 8, 2011.

(u) Redomiciled from U.S.A. to Mexico and transformed to a Mexican company as a “S. de R.L. de C.V.”, following which Pactiv North American Holdings, S. de R.L. de C.V. and Central de Bolsas, S. de R.L. de C.V. merged, with the latter being the surviving entity. The merger was effective March 29, 2011.

(v) Incorporated on September 29, 2011.

(w) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Consumer Products Holdings LLC.

(x) Incorporated on September 14, 2011.

(y) Converted to a Delaware limited liability company on December 31, 2011 becoming Reynolds Packaging Holdings LLC.

(z) Changed name to Closure Systems International Packaging Machinery Inc. on March 2, 2011.

(aa) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer Inc. on September 8, 2011.

(bb) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Holdings Inc. on September 8, 2011.

F-476

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

31.    Group entities (continued)

(cc) Incorporated on July 7, 2011 and subsequently merged into Reynolds Group Issuer LLC on September 8, 2011.

(dd) Converted to a Delaware limited liability company on December 31, 2011 becoming SIG Holding USA, LLC.

(ee) Dissolved on December 6, 2011.

(ff) Sold on May 18, 2011.

32.    Business combinations under common control

On May 4, 2010, the Group acquired the business operations of Evergreen from subsidiaries of Rank Group Limited. At the time of this transaction, both the Group and Evergreen were ultimately 100% owned by Mr. Graeme Hart. The original acquisitions of the Evergreen businesses were completed between January 31, 2007 and August 1, 2007.

On September 1, 2010, the Group acquired the operations of the Reynolds foodservice packaging businesses from subsidiaries of Reynolds (NZ) Limited (“Reynolds (NZ)”). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Reynolds foodservice packaging businesses was completed on February 29, 2008.

The following table shows the effect of the legal consummation of the acquisitions of Evergreen and the Reynolds foodservice packaging business as of their respective dates of acquisition by the Group:

	Evergreen			Reynolds foodservice packaging			Total
	(In $ million)
Total consideration*		1,612			342			1,954
Net book value of share capital of the acquired businesses		(713	)		(193	)		(906	)
Difference between total consideration and net book value of share capital of acquired businesses**		899			149			1,048

On November 5, 2009, the Group acquired the business operations of the Closures segment and the Reynolds consumer products business from subsidiaries of Reynolds (NZ). At the time of this transaction, both the Group and Reynolds (NZ) were ultimately 100% owned by Mr. Graeme Hart. The original acquisition of the Closures segment and the Reynolds consumer products business by subsidiaries of Reynolds (NZ) was substantially completed on February 29, 2008. As of November 5, 2009, the effect of the legal consummation of the acquisition was as follows:

	Closures			Reynolds consumer products			Total
	(In $ million)
Total consideration*		708			984			1,692
Net book value of share capital of the acquired businesses		(467	)		(641	)		(1,108	)
Difference between total consideration and net book value of share capital of the acquired businesses**		241			343			584

* The Group has accounted for the acquisitions under the principles of common control. As a result, the cash acquired as part of the acquisitions is already included in the Group’s cash balance and does not form part of the net cash outflow. Further, the results of operations of the businesses acquired are included in the

F-477

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

32.    Business combinations under common control (continued)

statements of comprehensive income from January 31, 2007 for Evergreen, and from February 29, 2008 for the Closures, Reynolds consumer products, and Reynolds foodservice packaging businesses.

** In accordance with the Group’s accounting policy for acquisitions under common control, the difference between the share capital of the acquired businesses and the consideration paid (which represented the fair value) has been recognized directly in equity as part of other reserves. Differences in the consideration paid at the date of the legal acquisition by the Group of these businesses and those amounts paid when originally acquired by entities under the common control of the ultimate shareholder reflect changes in the relative fair value. Such changes related to value created within these businesses through events such as the realization of the cost savings initiatives and operational synergies combined with the changes within the market in which they operate.

33.    Business combinations

Graham Packaging

On September 8, 2011, the Group acquired 100% of the outstanding shares of Graham Packaging Company Inc. (“Graham Packaging”) and units of Graham Packaging Holdings, L.P. for an aggregate purchase price of $1,797 million. The consideration was paid in cash. There is no contingent consideration payable.

Graham Packaging is a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Funding for the purchase of the shares, the repayment of $1,935 million of certain existing indebtedness of Graham Packaging and associated transaction costs was provided through the combination of the $1,500 million principal amount of the August 2011 Senior Secured Notes, a portion of the $1,000 million principal amount of the August 2011 Senior Notes, the $2,000 million principal amount of the August 2011 Credit Agreement and available cash.

F-478

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market-based valuation techniques. The following table presents the preliminary values previously reported as of September 8, 2011, and any adjustments made to those values:

	Provisional values recognized on September 8, 2011(a)			Measurement period adjustments(b)			Final purchase price allocation
	(In $ million)
Cash and cash equivalents		146			—			146
Trade and other receivables		338			(10	)		328
Inventories		300			(9	)		291
Current tax assets		3			1			4
Assets held for sale		7			—			7
Investments in associates and joint ventures		1			—			1
Deferred tax assets		7			(5	)		2
Property, plant and equipment		1,438			(36	)		1,402
Intangible assets (excluding goodwill)		1,679			696			2,375
Derivative assets		9			—			9
Other current and non-current assets		19			11			30
Trade and other payables(c)		(694	)		(2	)		(696	)
Current tax liabilities		(10	)		(29	)		(39	)
Borrowings		(2,852	)		1			(2,851	)
Deferred tax liabilities		(405	)		(184	)		(589	)
Provisions and employee benefits		(201	)		(6	)		(207	)
Net assets (liabilities) acquired		(215	)		428			213
Goodwill on acquisition		2,012			(428	)		1,584
Net assets acquired		1,797			—			1,797
Consideration paid in cash		1,797			—			1,797
Net cash acquired		(146	)		—			(146	)
Net cash outflow		1,651			—			1,651

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the fair values of separately identifiable intangible assets and property, plant and equipment following valuations by third party valuation firms. The finalization of the fair values of the separately identifiable intangible assets and property, plant and equipment resulted in a net increase in deferred tax liabilities.

(c) In connection with the acquisition of Graham Packaging, amounts under an existing income tax receivable agreement with certain pre-IPO shareholders became due and payable. Such amounts which were settled after the date of acquisition are reflected in the statement of cash flows as a financing activity.

F-479

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

Acquisition costs of $24 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

The fair value of trade receivables is $320 million. The gross contractual amount of trade receivables is $320 million, all of which is expected to be collectible.

The goodwill of $1,584 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Graham Packaging into the Group. This includes $140 million of goodwill that was allocated to other business segments. The procurement synergies will result primarily from leveraging raw material purchasing and sharing best practices across the Group. The operational synergies will result primarily from a more efficient plant footprint and sharing of manufacturing best practices across the Group. Goodwill of $402 million is expected to be deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated Useful Life
	(In $ million)
Trade names		250		Indefinite
Customer relationships		1,580		17 to 22 years
Technology		540		10 to 15 years
Non-compete agreement		2		1 year
Land use rights		3		43 years
		2,375

Trade name

The Graham Packaging trade name has been valued as a business to business trade name with an indefinite life.

Customer relationships

Graham Packaging’s operations are characterized by contractual arrangements with customers for the supply of finished packaging products. The separately identifiable intangible asset reflects the value that is attributable to the existing contractual arrangements and the value that is expected from the ongoing relationships beyond the existing contractual periods. The estimated useful life ranges from 17 to 22 years.

Technology

Graham Packaging’s operations include certain proprietary knowledge and processes that have been internally developed. The business operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials. The estimated useful life ranges from 10 to 15 years.

Pre-acquisition results

Prior to the acquisition, Graham Packaging reported its results under U.S. GAAP. Accordingly, it is not practical to illustrate the impact that the fair value adjustments had on the historical acquisition date values of assets and liabilities.

F-480

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

Graham Packaging contributed revenues of $967 million, a loss after income tax of $64 million, EBITDA of $105 million and Adjusted EBITDA of $156 million to the Group for the period from September 8, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, management estimates that Graham Packaging would have contributed on a pro forma basis additional revenue of $2,130 million, a loss after income tax of $277 million, EBITDA of $43 million and Adjusted EBITDA of $388 million. These amounts are unaudited.

Dopaco

On May 2, 2011, the Group acquired 100% of the outstanding shares of Dopaco Inc. and Dopaco Canada Inc. (collectively “Dopaco”) for an aggregate purchase price of $395 million, including a $3 million working capital adjustment which was settled in October 2011 (the “Dopaco Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration was provided through existing cash.

Dopaco is a manufacturer of paper cups and folding cartons for the quick-service restaurant and foodservice industries in the United States and Canada. The new product lines complement and enhance the Group’s existing product lines, allowing it to offer a broader product range and additional customer relationships. Dopaco is included in the Group’s Pactiv Foodservice segment.

The Group finalized the allocation of the purchase price and has reflected this as of the date of acquisition. In undertaking the Group’s evaluation of the purchase price as of the date of acquisition, management has taken into consideration a number of market participant factors such as historical margins achieved by the acquired operations, the contractual terms of certain agreements and in certain more complex areas sought the assistance of third party professionals who have an appropriate level of understanding of market based valuation technique. The following table presents the preliminary values previously reported as of May 2, 2011, and any adjustments made to those values:

	Provisional values recognized on May 2, 2011(a)			Measurement period adjustments(b)			Final purchase price  allocation
	(In $ million)
Cash and cash equivalents		3			—			3
Trade and other receivables		33			—			33
Assets held for sale		3			—			3
Deferred tax assets		4			—			4
Inventories		58			1			59
Property, plant and equipment		152			(28	)		124
Intangible assets (excluding goodwill)		16			72			88
Other current and non-current assets		5			1			6
Bank overdrafts		(5	)		—			(5	)
Trade and other payables		(20	)		(4	)		(24	)
Deferred tax liabilities		(32	)		(8	)		(40	)
Provisions and employee benefits		(24	)		(2	)		(26	)
Net assets acquired		193			32			225
Goodwill on acquisition		205			(35	)		170
Net assets acquired		398			(3	)		395
Consideration paid in cash		398			(3	)		395
Bank overdraft acquired		2			—			2
Net cash outflow		400			(3	)		397

F-481

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

(a) Represents the preliminary values of assets, liabilities and contingent liabilities recognized on the acquisition date based on estimated fair values.

(b) The measurement period adjustments predominantly relate to finalizing the values of property, plant and equipment and identifiable intangible assets and the associated deferred taxes thereon. Other measurement period adjustments have arisen from the finalization of reviews of the balance sheet reconciliations as of the date of acquisition. The depreciation and amortization impact from these provisional changes to fair values had been recognized during the period ended December 31, 2011.

Acquisition-related costs of $6 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2011.

The goodwill recognized on the acquisition is attributable mainly to the skill of the acquired business’ work force and the synergies expected to be achieved from integrating Dopaco into the Group. None of the goodwill recognized is expected to be deductible for income tax purposes.

The preliminary values attributed to the separately identifiable intangible assets were established shortly after the date of acquisition in May 2011 through the assistance of an external third party valuer. Subsequent to this assessment the Group has verified the reasonableness of all key assumptions including royalty rate, growth rates, business mix and discount rate. This review process involved feedback and further input from a wide range of senior executives which has enabled the Group to further refine the initial assumptions as of the date of acquisition. As a result management has revised and finalized the values initially established for the separately identifiable intangible assets as of the date of acquisition. The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

Types of Identifiable Intangible Assets	Fair value		Estimated useful life
	(In $ million)
Customer relationships		77		9 to 14 years
Trade names		6		5 years
Patents		4		10 years
Emission reduction credit		1		Indefinite
		88

Customer relationships

Customer relationships represent the value attributable to purchased long-standing business relationships which have been cultivated over the years with customers.

Trade name

The Dopaco trade name is a business to business trade name under which the products are sold. The preliminary value of the trade name is being amortized over 5 years as it is a defensible intangible asset.

Pre-acquisition results

Dopaco contributed revenues of $331 million, profit after income tax of $7 million, EBITDA of $28 million and Adjusted EBITDA of $45 million to the Group for the period from May 2, 2011 to December 31, 2011. If the acquisition had occurred on January 1, 2011, the Group estimates that Dopaco would have contributed on a pro forma basis additional revenue of $153 million, profit after tax of $5 million, EBITDA of $14 million and Adjusted EBITDA of $17 million. These amounts are unaudited.

F-482

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

Pactiv Corporation

On November 16, 2010, the Group acquired 100% of the outstanding common stock of Pactiv Corporation (“Pactiv”) for a purchase price of $4,452 million (the “Pactiv Acquisition”). The consideration was paid in cash. There is no contingent consideration payable. Funding for the purchase consideration and the refinancing of certain borrowings that were acquired was provided through a combination of additional borrowings, additional equity and existing cash.

Pactiv is a leading manufacturer of consumer and foodservice packaging products in the United States. The acquisition of Pactiv brought together two consumer and foodservice packaging platforms. The combination increased the Group’s product, geographic and customer diversification and created an extensive and diverse distribution network. The products of the Group and Pactiv are complementary, providing the combined Group with opportunities to generate incremental revenue through cross-selling and category expansion. The Group expects to realize cost savings and operational synergies by consolidating facilities, eliminating duplicative operations, improving supply chain management and achieving other efficiencies.

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values  on acquisition
	(In $ million)
Cash and cash equivalents, net of bank overdrafts		91
Trade and other receivables		472
Current tax assets		49
Deferred tax assets		27
Inventories		547
Property, plant and equipment		1,429
Intangible assets (excluding goodwill)		2,715
Other current and non-current assets		60
Trade and other payables		(418	)
Borrowings		(1,485	)
Deferred tax liabilities		(877	)
Provisions and employee benefits		(1,071	)
Net assets acquired		1,539
Non-controlling interests		(18	)
Goodwill on acquisition		2,931
Net assets acquired		4,452
Consideration paid in cash		4,452
Net cash acquired		(91	)
Net cash flow		4,361

Acquisition-related costs of $10 million are included in other expenses in the statement of comprehensive income for the period ended December 31, 2010.

F-483

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

The Group identified and measured the property, plant and equipment and separately identifiable intangible assets (excluding goodwill) of $1,429 million and $2,715 million, respectively, with the assistance of a third party valuer.

The fair value of trade receivables is $472 million. The gross contractual amount of trade receivables due at acquisition was $517 million, of which $45 million was expected to be uncollectible.

The goodwill of $2,931 million recognized on the acquisition is mainly attributable to the skills of the acquired work force and the synergies expected to be achieved from combining Pactiv into the Group. The synergies largely relate to benefits from (a) large scale efficiencies in integration of sales, marketing and administration functions, information technology resources, and leveraging lean production capabilities across facilities, (b) eight to nine plant closures, (c) “one face” customer servicing organization, (d) streamlining warehouse and logistics, and (e) centralizing procurement. Except for $514 million, the goodwill recognized is not deductible for income tax purposes.

The significant identifiable intangible assets and their fair values and estimated useful lives are as follows:

	Fair value		Estimated useful life
	(In $ million)
Types of Identifiable Intangible Assets
Trade names — indefinite life		1,075		Indefinite
Trade names — definite life		39		5 years
Customer relationships		1,321		20 years
Technology		188		7.5 years
Permits		88		Indefinite
Favorable leasehold		4		3 to 8 years
		2,715

Trade names

The Pactiv Foodservice trade name has been valued as a business to business trade name with an indefinite life. The Hefty trade name has been valued as a consumer trade name with an indefinite life. The Pactiv trade name used in the consumer products business has been valued as a business to business trade name with a five year useful life.

Customer and distributor relationships

Pactiv’s operations are characterized by arrangements with customers and distributors for the supply of finished packaging products. The separately identifiable intangible assets reflect the estimated value that is attributable to the existing arrangements and the value that is expected from the ongoing relationship.

Technology

Pactiv’s operations include certain proprietary knowledge and processes that have been developed internally. The business operates in product categories where customers and end-users value the technology and innovation that Pactiv’s custom packaging products offer as an alternative to traditional packaging materials.

F-484

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

Permits

Manufacturers that emit pollutants or use hazardous materials are required to meet various federal and state regulatory requirements and obtain the necessary operating permits. Pactiv has obtained numerous operating permits for its plants over the years. As regulatory requirements have evolved, several of its existing permits have been grandfathered and would be very costly, or even impossible, to obtain today.

Pre-acquisition results

The operating results of Pactiv’s consumer products and foodservice packaging businesses have been combined with the operating results of the Group’s Reynolds Consumer Products and Pactiv Foodservice segments, respectively, since the consummation of the Pactiv Acquisition. As the products and systems of these businesses are now integrated within each related segment, other than revenue, we are unable to quantify the results of the acquired businesses on a stand-alone basis for the year ended December 31, 2011. For the period from January 1, 2011 to November 16, 2011, Pactiv’s revenue was $3,494 million. For the period ended December 31, 2010, Pactiv’s revenue, profit from operating activities, EBITDA and Adjusted EBITDA were $3,679 million, $254 million, $465 million and $656 million, respectively. These amounts provided on a pro forma basis are unaudited and include IFRS adjustments and therefore will not agree to historically reported Pactiv results as Pactiv reported its results under U.S. GAAP.

Closure Systems International Americas, Inc.

On February 1, 2010, the Group purchased 100% of the issued capital of Obrist Americas, Inc., a U.S. manufacturer of plastic non-dispensing screw closures for carbonated soft drinks and water containers. Total consideration for the acquisition was $36 million and was paid in cash. The acquired company was subsequently renamed Closure Systems International Americas, Inc. (“CSI Americas”).

This acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:

	Recognized values on acquisition
	(In $ million)
Cash and cash equivalents		11
Trade and other receivables		3
Inventories		10
Deferred tax assets		11
Property, plant and equipment		14
Intangible assets (excluding goodwill)		4
Trade and other payables		(7	)
Net assets acquired		46
Difference between net assets acquired and consideration paid		(10	)
Consideration paid, settled in cash		36
Cash acquired		(11	)
Net cash outflow		25

F-485

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

33.    Business combinations (continued)

The acquisition of CSI Americas contributed revenue of $52 million and a net profit of $3 million to the Group for the period ended December 31, 2010. If the purchase had occurred on January 1, 2010, management estimates that CSI Americas would have contributed additional revenue of $4 million, additional EBITDA of $3 million and additional profit after tax of $1 million.

34.    Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

	As of December  31,
	2011		2010
	(In $ million)
Less than one year		111		69
Between 1 and 5 years		247		146
More than 5 years		83		79
Total		441		294

During the period ended December 31, 2011, $107 million was recognized as an expense in the statement of comprehensive income as a component of the profit or loss in respect of operating leases (2010: $51 million; 2009: $50 million).

Leases as lessor

The SIG Combibloc segment leases to customers filling machines under operating leases. The future minimum lease payments under non-cancellable leases are as follows:

	As of December  31,
	2011		2010
	(In $ million)
Less than one year		12		13
Between 1 and 5 years		27		31
More than 5 years		2		3
Total		41		47

During the period ended December 31, 2011 $15 million was recognized as revenue in the statement of comprehensive income (2010: $21 million; 2009: $17 million).

35.    Capital commitments

As of December 31, 2011, the Group had entered into contracts to incur capital expenditure of $106 million (2010: $95 million) for the acquisition of property, plant and equipment. These commitments are expected to be settled in the following financial year.

F-486

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

36.    Contingencies

	As of December  31,
	2011		2010
	(In $ million)
Contingent liabilities		19		31

The contingent liabilities primarily arise from the guarantees given to banks granting credit facilities to the Group’s joint venture company SIG Combibloc Obeikan Company Limited, in Riyadh, Kingdom of Saudi Arabia.

Litigation and legal proceedings

The Group is party to legal proceedings arising from its operations. The Group establishes provisions for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on management’s assessment of the facts and circumstances now known, management does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on the Group’s financial position, results of operations or cash flows in a particular future period. As of December 31, 2011, except for amounts provided, there were no legal proceedings pending other than those for which the Group has determined that the possibility of a material outflow is remote.

Security and guarantee arrangements

Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness as described in note 25.

37.    Subsequent events

Financing transactions

On February 15, 2012, certain members of the Group issued $1,250 million principal amount of 9.875% senior notes due 2019 (the “February 2012 Notes”). Interest on the February 2012 Notes is paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2012. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the February 2012 Notes to the extent permitted by law.

The net proceeds from the February 2012 Notes were used to redeem and discharge the $14 million outstanding aggregate principal amount of the Graham Packaging 2017 Notes, the $19 million outstanding aggregate principal amount of the Graham Packaging 2018 Notes, the $355 million outstanding aggregate principal amount of the Graham Packaging 2014 Notes and the $249 million outstanding aggregate principal amount of the Pactiv 2012 Notes. The loss on extinguishment of this debt was $1 million in aggregate. The remaining net proceeds from the February 2012 Notes were used for general corporate purposes.

On March 20, 2012, Graham Packaging Holdings Company and certain of its subsidiaries organized in the United States guaranteed the February 2012 Notes, the Notes, the 2007 Notes and the August 2011 Credit Agreement and provided collateral security for the Secured Notes and the August 2011 Credit Agreement.

Following the guarantee of the August 2011 Credit Agreement by Graham Packaging Holdings Company and certain of its subsidiaries as described above, the requirement to make additional principal amortization payments of $50 million per quarter under the August 2011 Credit Agreement terminated.

F-487

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

37.    Subsequent events (continued)

RGHL and certain members of the Group filed registration statements with the SEC pursuant the Securities Act of 1933, as amended, for a registered offer to exchange the Notes for new registered notes having terms substantially identical to the terms of the original Notes. The registration statement with respect to the Notes other than the February 2012 Senior Notes was declared effective by the SEC on June 25, 2012, and on July 25, 2012 the exchange offer for the new registered notes was consummated. The registration statement with respect to the February 2012 Senior Notes was declared effective by the SEC on July 12, 2012, and on August 10, 2012, RGHL and certain members of the Group consummated the exchange offer and consent solicitation whereby (i) $1,241 million of the outstanding principal amount of the February 2012 Senior Notes were exchanged for a corresponding principal amount of additional registered August 2011 Senior Notes, and (ii) a majority of the holders of the February 2012 Senior Notes consented to the removal of certain indenture restrictions and other provisions with respect to the remaining $9 million outstanding principal amount of February 2012 Senior Notes following the consummation of the exchange offer and consent solicitation.

On September 27, 2012, $500 million of the Tranche C U.S. Term Loan under the August 2011 Credit Agreement was repaid.

On September 28, 2012, certain members of the Group issued $3,250 million principal amount of 5.750% senior secured notes due 2020 (the “September 2012 Senior Secured Notes”). Interest on the September 2012 Senior Secured Notes will be paid semi-annually on April 15 and October 15 of each year, commencing on April 15, 2013. All of the guarantors of the August 2011 Credit Agreement have guaranteed the obligations under the September 2012 Senior Secured Notes, to the extent permitted by law. The net proceeds from the September 2012 Senior Secured Notes were or will be used to repay a portion of the August 2011 Credit Agreement and to repurchase and redeem the 2009 Senior Secured Notes (Dollar) as discussed below and for general corporate purposes.

A portion of the proceeds from the September 2012 Senior Secured Notes was used to repurchase $777 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on September 28, 2012 pursuant to a tender offer for the 2009 Senior Secured Notes (Dollar) and to redeem the remaining $348 million aggregate principal amount of the 2009 Senior Secured Notes (Dollar) on October 29, 2012. The loss on extinguishment of the 2009 Senior Secured Notes (Dollar) was $68 million in aggregate.

On September 28, 2012, RGHL and certain members of the Group became parties to an amended and restated senior secured credit agreement (the “September 2012 Credit Agreement”), which amended and restated the terms of the August 2011 Credit Agreement. Under the September 2012 Credit Agreement, $2,235 million and €300 million of term loans were drawn. These proceeds, together with a portion of the proceeds of the September 2012 Senior Secured Notes and available cash of the Group, were used to fully repay and extinguish the Tranche B U.S. Term Loan, Tranche C U.S. Term Loan and European Term Loan under the August 2011 Credit Agreement and to pay fees and expenses in connection with the transaction. The loss on extinguishment of the August 2011 Credit Agreement was $90 million in aggregate. The remaining proceeds have been or will be used for general corporate purposes. The term loans under the September 2012 Credit Agreement mature on September 28, 2018 with quarterly amortization payments of 0.25% per quarter. The U.S. and European term loans incur interest at LIBOR plus a margin of 3.75% and 4.00%, respectively, with a floor of 1.00%. All of the entities that were guarantors of the August 2011 Credit Agreement have guaranteed the September 2012 Credit Agreement, to the extent permitted by law.

RGHL securitization

On November 7, 2012 certain members of the Group entered into a receivables loan and security agreement pursuant to which the Group can borrow up to $600 million (the “Securitization Facility”). The amount that can be borrowed is calculated by reference to a funding base determined by the amount of eligible trade receivables

F-488

Beverage Packaging Holdings Group

Notes to the financial statements (Continued)

37.    Subsequent events (continued)

of certain members of the Group. On November 7, 2012 $540 million was drawn under the Securitization Facility. The Securitization Facility matures on November 7, 2017 and bears interest at a floating rate, which on November 7, 2012 was 2.16%. The Securitization Facility is secured by all of the assets of the borrower (including the eligible trade receivables and cash). The terms of the Securitization Facility do not result in the derecognition of the trade receivables by the Group. Amounts drawn under the Securitization Facility will be presented as current borrowings, as amounts drawn are required to be repaid when the receivables are collected.

The proceeds from the Securitization Facility and additional cash resources will be used to redeem the €450 million aggregate principal amount outstanding of 2009 Senior Secured Notes (Euro) and to pay fees and expenses. The 2009 Senior Secured Notes (Euro) will be redeemed at €1,038.75 per €1,000 of face value plus accrued and unpaid interest. The estimated $22 million premium on redemption will be recognized as additional financial expense in the statement of comprehensive income. The redemption of the 2009 Senior Secured Notes (Euro) will also trigger additional financial expense of approximately $9 million, as a result of the write-off of unamortized debt issue costs, original issue discount and embedded derivative balances.

Income taxes

In May 2012, Evergreen submitted a refund claim to the IRS to exclude $235 million of Alternative Fuel Mixture Credits from 2009 taxable income. The refund claim was submitted to the IRS in the course of Evergreen’s 2009 federal tax examination. In the same month, Evergreen received a Notice of Proposed Adjustment from the IRS, allowing the refund claim in full. As a result, the Group recognized $96 million of tax benefit.

Other

In January 2012, the Group sold the Pactiv Foodservice laminating operations in Louisville, Kentucky. Cash proceeds from the sale were $80 million (subject to customary post-closing working capital adjustments) resulting in a gain on sale of $66 million.

On December 17, 2012, BP I reduced its share capital by $32 million and paid the same amount to its sole shareholder.

As a result of Hurricane Sandy, our Pactiv Foodservice facility in Kearny, New Jersey has suffered significant damage, and we expect some loss of revenue. However, we are unable to estimate the loss of revenue and storm-related costs at this time.

Other than the items disclosed above, there have been no events subsequent to December 31, 2011, which would require accrual or disclosure in these financial statements.

F-489

Pactiv Corporation

Interim unaudited condensed consolidated financial statements

For the three and nine month periods ended September 30, 2010

F-490

Consolidated Statement of Income

	Three Months ended September 30,						Nine Months ended September 30,
	2010			2009			2010			2009
	(In millions, except share and per share data)
Sales	$	944		$	839		$	2,694		$	2,506
Costs and expenses
Cost of sales, excluding depreciation and amortization		696			562			1,955			1,658
Selling, general, and administrative		84			83			236			263
Depreciation and amortization		49			46			145			138
Other		(2	)		—			(2	)		1
		827			691			2,334			2,060
Operating income		117			148			360			446
Other income (expense)
Interest income		—			—			—			1
Interest expense, net of interest capitalized		(25	)		(23	)		(74	)		(70	)
Share of income of joint ventures		1			—			1			—
Income before income taxes		93			125			287			377
Income tax expense		13			45			84			139
Income from continuing operations		80			80			203			238
Discontinued operations, net of tax		2			15			2			14
Net income		82			95			205			252
Less: Net income attributable to the noncontrolling interest		1			1			1			1
Net income attributable to Pactiv	$	81		$	94		$	204		$	251
Amounts attributable to Pactiv common shareholders
Income from continuing operations, net of tax	$	79		$	79		$	202		$	237
Discontinued operations, net of tax		2			15			2			14
Net income	$	81		$	94		$	204		$	251
Earnings per share
Weighted-average number of shares of common stock outstanding
Basic		132,998,767			131,972,681			132,810,707			131,860,351
Diluted		134,366,631			133,193,283			134,052,934			132,819,294
Basic earnings per share of common stock attributable to Pactiv common shareholders
Continuing operations	$	0.59		$	0.60		$	1.52		$	1.79
Discontinued operations		0.01			0.12			0.01			0.11
Total	$	0.60		$	0.72		$	1.53		$	1.90
Diluted earnings per share of common stock attributable to Pactiv common shareholders
Continuing operations	$	0.59		$	0.59		$	1.51		$	1.78
Discontinued operations		0.01			0.11			0.01			0.10
Total	$	0.60		$	0.70		$	1.52		$	1.88

The accompanying notes to the financial statements are an integral part of this statement.

F-491

Condensed Consolidated Statement of Financial Position

	September 30, 2010			December 31, 2009
	(In millions, except share data)
Assets
Current assets
Cash and temporary cash investments	$	52		$	46
Accounts and notes receivable
Trade, less allowances of $4 and $6 at the respective dates, including $397 of trade held by variable interest entity (Pactiv RSA) at September 30, 2010, and $228 of retained interest in trade receivable securitization (Pactiv RSA) at December 31, 2009		444			277
Other		33			51
Total accounts and notes receivable		477			328
Inventories
Finished goods		291			240
Work in process		47			39
Raw materials		81			63
Other materials and supplies		63			48
Total inventories		482			390
Deferred income tax assets		34			53
Other		14			15
Total current assets		1,059			832
Property, plant, and equipment, net		1,234			1,172
Other assets
Goodwill		1,236			1,135
Intangible assets, net		368			372
Other		62			63
Total other assets		1,666			1,570
Total assets	$	3,959		$	3,574
Liabilities and equity
Current liabilities
Short-term debt of variable interest entity (Pactiv RSA) and current maturities of long- term debt	$	165		$	5
Accounts payable		190			144
Taxes accrued		32			24
Interest accrued		29			20
Accrued promotions, rebates, and discounts		67			73
Accrued payroll and benefits		60			97
Other		51			54
Total current liabilities		594			417
Long-term debt		1,270			1,270
Deferred income taxes		111			61
Pension and postretirement benefits		598			694
Other		135			131
Pactiv shareholders’ equity
Common stock — $0.01 par value, 350,000,000 shares authorized, 133,034,546 and 132,334,417 shares issued and outstanding, after deducting 38,748,631 and 39,448,760 shares held in treasury, at the respective dates		1			1
Premium on common stock and other capital surplus		738			729
Accumulated other comprehensive income (loss)
Currency translation adjustment		1			(3	)
Pension and postretirement plans		(1,695	)		(1,729	)
Gain (loss) on derivatives		6			6
Retained earnings		2,185			1,981
Total Pactiv shareholders’ equity		1,236			985
Noncontrolling interest		15			16
Total equity		1,251			1,001
Total liabilities and equity	$	3,959		$	3,574

The accompanying notes to the financial statements are an integral part of this statement.

F-492

Condensed Consolidated Statement of Cash Flows

	For the Nine Months Ended September 30
	2010			2009
	(In millions)
Operating activities
Net income	$	205		$	252
Discontinued operations		(2	)		(14	)
Income from continuing operations		203			238
Adjustments to reconcile income from continuing operations to cash provided (used) by operating activities:
Depreciation and amortization		145			138
Deferred income taxes		6			100
Restructuring and other		—			(1	)
Pension income		(36	)		(27	)
Noncash compensation expense		11			13
Net working capital		(79	)		129
Pension contributions		—			(400	)
Other		4			4
Cash provided (used) by operating activities — continuing operations		254			194
Cash provided (used) by operating activities — discontinued operations		—			(3	)
Cash provided (used) by operating activities	$	254		$	191
Investing activities
Expenditures for property, plant, and equipment	$	(100	)	$	(78	)
Acquisitions of businesses and assets		(203	)		(20	)
Other investing activities		1			2
Cash provided (used) by investing activities	$	(302	)	$	(96	)
Financing activities
Issuance of common stock	$	3		$	2
Revolving credit facility borrowings		160			—
Revolving credit facility payment		(130	)		(70	)
Asset securitization borrowings		20			—
Dividends paid to noncontrolling interest		(2	)		(1	)
Other		2			(2	)
Cash provided (used) by financing activities	$	53		$	(71	)
Effect of foreign exchange rate changes on cash and temporary cash investments		1			—
Increase (decrease) in cash and temporary cash investments		6			24
Cash and temporary cash investments, January 1		46			80
Cash and temporary cash investments, September 30	$	52		$	104

The accompanying notes to the financial statements are an integral part of this statement.

F-493

Consolidated Statement of Changes in Equity

	Pactiv Shareholders
	Common Stock		Premium on Common Stock and Other Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity
	(In millions, except share data)
Nine months ended September 30, 2010
Balance, December 31, 2009	$	1	$	729		$	1,981	$	(1,726	)	$	16		$	1,001
Premium on common stock issued (700,129 shares)				16											16
Translation of foreign currency statements									4						4
Stock-based compensation				(7	)										(7	)
Change in pension and postretirement plan funded status, net of tax of $24									34						34
Dividends to noncontrolling interest												(2	)		(2	)
Net income							204					1			205
Balance, September 30, 2010	$	1	$	738		$	2,185	$	(1,688	)	$	15		$	1,251
Nine months ended September 30, 2009
Balance, December 31, 2008	$	1	$	710		$	1,658	$	(1,698	)	$	16		$	687
Premium on common stock issued (485,106 shares)				12											12
Translation of foreign currency statements									8						8
Stock-based compensation				(3	)										(3	)
Gain (loss) on derivatives									(1	)					(1	)
Change in pension and postretirement plan funded status, net of tax of $14									23						23
Dividends paid to noncontrolling interest												(1	)		(1	)
Net income							251					1			252
Balance, September 30, 2009	$	1	$	719		$	1,909	$	(1,668	)	$	16		$	977

The accompanying notes to the financial statements are an integral part of this statement.

F-494

Consolidated Statement of Comprehensive Income (Loss)

	Three Months Ended  September 30,					Nine Months Ended September 30,
	2010		2009			2010		2009
	(In millions)
Net income	$	82	$	95		$	205	$	252
Other comprehensive income (loss)
Pension and postretirement plans		11		8			34		23
Net currency translation gain (loss)		9		2			4		8
Gain (loss) on derivatives		—		(1	)		—		(1	)
Total other comprehensive income (loss)		20		9			38		30
Consolidated comprehensive income (loss)		102		104			243		282
Comprehensive income (loss) attributable to the noncontrolling interest		1		1			1		1
Comprehensive income (loss) attributable to Pactiv	$	101	$	103		$	242	$	281

The accompanying notes to the financial statements are an integral part of this statement.

F-495

Pactiv Corporation

Notes to Financial Statements (Unaudited)

Note 1.    Basis of Presentation

The consolidated statement of income for the three- and nine-month periods ended September 30, 2010, and 2009, the condensed consolidated statement of financial position at September 30, 2010, the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2010, and 2009, the consolidated statement of changes in equity for the nine-month period ended September 30, 2010, and 2009, and the consolidated statement of comprehensive income (loss) for the three- and nine-month periods ended September 30, 2010, and 2009 are unaudited. In our opinion, the accompanying financial statements contain all normal recurring adjustments necessary to present fairly the results of operations, financial position, and cash flows for the periods and at the dates indicated. These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They do not include all of the information and footnotes required by generally accepted accounting principles. Accordingly, these statements should be read in conjunction with Pactiv’s Form 10-K for the year ended December 31, 2009, which may be found at www.pactiv.com, under the Investor Relations link, in the subsection entitled “SEC Filings,” or a free copy may be obtained by contacting Investor Relations at (866) 456-5439. Certain reclassifications have been made to the prior year financial information to conform with the current year presentation.

On April 1, 2010, we purchased PWP Holdings, Inc. and PWP Industries (PWP) for $203 million. PWP Industries manufactures and sells amorphous polyethylene terephthalate (APET) products in the foodservice market. The purchase price was funded by borrowing $160 million on our revolving credit facility, adding $20 million to the asset securitization program, and utilizing $23 million in cash reserves. The results of this business have been included in the consolidated financial statements as of that date.

On January 5, 2009, we purchased the polypropylene cup business of WinCup for $20 million. This business operates one manufacturing facility in North Carolina. The results of this business have been included in the consolidated financial statements as of that date.

We have three reporting segments:

• Consumer Products manufactures disposable plastic, foam, molded fiber, pressed paperboard, and aluminum packaging products, and sells them to customers such as grocery stores, mass merchandisers, and discount chains. Products include waste bags, food storage bags, and disposable tableware and cookware. We sell many of our consumer products under well-known trademarks, such as Hefty®.

• Foodservice/Food Packaging manufactures foam, clear plastic, aluminum, pressed paperboard, and molded fiber packaging products, and sells them to customers in the food distribution channel, who prepare and process food for consumption. Customers include foodservice distributors, restaurants, other institutional foodservice outlets, food processors, and grocery chains.

• Other includes corporate and administrative service operations and retiree benefit income and expense.

The accounting policies of the reporting segments are the same as those for Pactiv as a whole. Where discrete financial information is not available by segment, reasonable allocations of expenses and assets/liabilities are used.

Note 2.    Acquisition

On November 16, 2010 Reynolds Acquisition Corporation (Reynolds), a wholly owned indirect subsidiary of Reynolds Group Holdings Limited (RGHL) acquired 100% of the outstanding common stock of Pactiv for an aggregate purchase price of $4.5 billion. Reynolds merged with and into Pactiv with Pactiv surviving the merger as an indirect wholly owned subsidiary of RGHL.

F-496

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Note 3.    Summary of Accounting Policies

For a complete discussion of our accounting policies, refer to Pactiv’s most recent filing on Form 10-K.

Changes in Accounting Principles

The Financial Accounting Standards Board (FASB) issued updates to Accounting Standards Codification (ASC) 860-10 “Transfers and Servicing,” which were effective for interim and annual periods beginning after November 15, 2009. The updated provisions require additional information about transfers of financial assets and where companies have continuing exposure to the risk related to transferred financial assets, eliminates the concept of a qualifying special purpose entity, changes the requirements for derecognition of financial assets, and requires additional disclosures. ASC 860-10 was effective on January 1, 2010. See “Accounts and Notes Receivables” below and Note 6 for additional details.

The FASB issued updates to ASC 810-10 “Consolidation,” which were effective for interim and annual periods beginning after November 15, 2009. These updated provisions require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity, require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity, and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. In addition, the provisions include an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. Lastly, the provisions require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. ASC 860-10 was effective on January 1, 2010. See “Accounts and Notes Receivables” below and Note 6 for additional details.

Accounts and Notes Receivable

We have an asset securitization agreement under which certain of our accounts receivable are sold to our variable interest entity (VIE), Pactiv RSA. Under the accounting principles in effect prior to 2010, Pactiv RSA was not consolidated with our financial statements. In accordance with updated provisions within ASC 810-10 and 860-10, which we adopted January 1, 2010, Pactiv RSA was included in the consolidated financial statements as of that date.

Pactiv RSA held $397 million of receivables at September 30, 2010, securing $130 million of short-term debt borrowed from various financial institutions that hold interests in the VIE on a pro-rata basis equal to their shares of the total loan. The collection of these receivables is used first to repay the loans. Any remaining amounts collected are retained by Pactiv RSA. If the collection of the receivables is insufficient to repay the loans, the lenders do not have recourse to Pactiv. We maintain an allowance for doubtful accounts for any potential uncollectible amounts after the loans are repaid. At December 31, 2009, under the prior accounting principles, securitized receivables totaling $110 million were recorded as a reduction to accounts and notes receivable and no debt was recorded.

Note 4.    Business Combination

On April 1, 2010, we purchased PWP Holdings, Inc. and PWP Industries for $203 million, which includes a $3 million working capital adjustment. The results of this business have been included in the consolidated financial statements as of that date.

The total cost of the acquisition was allocated to the assets acquired and the liabilities assumed based on their respective fair values. Allocations were based on preliminary estimates of the fair market value of assets

F-497

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

and liabilities, which are subject to revision based on receipt of final appraisals. Goodwill and other intangible assets recorded in connection with the acquisition totaled $100 million and $15 million, respectively. Recorded intangible assets pertaining to customer relationships and non-compete agreements are being amortized over a 15-year period.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.

	(In millions)
Current assets	$	40
Property, plant, and equipment		70
Intangible assets		15
Goodwill		100
Total assets acquired		225
Current liabilities		18
Long-term liabilities		4
Total liabilities assumed		22
Net assets acquired	$	203

Note 5.    Discontinued Operations

On October 12, 2005, we completed the sale of most of our protective and flexible packaging businesses. The results of the sold business, as well as costs and charges associated with the transaction, are classified as discontinued operations.

In the third quarter of 2010, we recorded $2 million of income from discontinued operations related to the expiration of the statute of limitations on the 2006 tax year for tax liabilities which had been recorded in conjunction with divested businesses. In the third quarter of 2009, we recorded $15 million of income from discontinued operations related to the expiration of the statute of limitations on the 2005 tax year for tax liabilities which had been recorded in conjunction with divested business.

Non-current liabilities related to discontinued operations totaled $10 million at September 30, 2010, and $11 million at December 31, 2009.

Note 6.    Debt and Financing Arrangements

Short-Term Debt

We have a revolving credit facility, and borrowings under this facility totaled $30 million at September 30, 2010. At that date, the fair value of this debt was equal to the outstanding balance.

As a part of our 2007 acquisition of Prairie Packaging, Inc. (Prairie), we assumed Prairie’s liability for $5 million borrowed from the Illinois Department Finance Authority (IDFA), which were funded by industrial development revenue bonds issued by the IDFA. This debt will mature on December 1, 2010, and bears interest at varying rates (0.50% as of September 30, 2010) not to exceed 12% per annum. We decided to repay this debt in full on October 27, 2010.

On January 1, 2010, we adopted the accounting principles in accordance with updated provisions within ASC 810-10 and 860-10 as described in Note 2 related to our asset securitization program. Consequently, we consolidated Pactiv RSA as of the date of adoption, resulting in an increase in short-term debt. The asset securitization agreement is a five-year agreement expiring in 2012, which allows us to sell up to $130 million

F-498

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

of receivables under the facility. The terms of this agreement are re-negotiated annually; therefore, we have reflected it as short-term debt. The balance as of September 30, 2010, was $130 million. Interest on this debt is recorded in interest expense. Under the accounting prior to 2010, the discount on the sold receivables was recorded as a loss on sale in other income. The amounts recorded in interest expense were immaterial for the three-month period and $1 million for the nine-month period ended September 30, 2010. The recorded losses on the sale were immaterial for the three-month period, and $1 million for the nine-month period ended September 30, 2009.

Long-Term Debt

On October 4, 2010, the Company commenced tender offers/consent solicitations for its 5.875% Notes due July 15, 2012, in an aggregate principal amount of $250 million (the “2012 Notes”) and its 6.400% Notes due January 15, 2018, in an aggregate principal amount of $250 million (the “2018 Notes”). On October 19, 2010, the Company announced the expiration of the early tender/consent deadline in connection with 2012 Notes and the 2018 Notes. The results of such tender offers/consent solicitations were as follows: (i) 93.36% of the 2018 Notes were tendered and/or the related consents delivered and not validly withdrawn, so such tendered 2018 Notes will be accepted and purchased at closing of the merger, and (ii) the Company terminated the tender offer/consent solicitation for the 2012 Notes without accepting any tendered 2012 Notes.

On October 20, 2010, the Company commenced an offer to purchase for cash its 2012 Notes, at a price of 101% of the principal amount of such 2012 Notes, plus accrued and unpaid interest on the principal amount tendered to, but not including, the payment date, in accordance with the trust indenture governing the 2012 Notes based on the pending change of control from the pending acquisition of the Company by Reynolds Group Holdings Limited.

Note 7.    Financial Instruments

Asset and Liability Instruments

At September 30, 2010, and December 31, 2009, the fair value of cash and temporary cash investments, short-and long-term receivables, accounts payable, and short-term debt were the same as, or not materially different from, the amount recorded for these assets and liabilities. The fair value of long-term debt was approximately $1.6 billion at September 30, 2010, and $1.5 billion at December 31, 2009. The recorded amount was $1.3 billion at September 30, 2010, and December 31, 2009. The fair value of long-term debt was based on quoted market prices for our debt instruments.

Instruments with Off-Balance Sheet Risk (Including Derivatives)

We use derivative instruments, principally swaps, forward contracts, and options, to manage our exposure to movements in foreign currency values, interest rates, and commodity prices.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings. Financial instruments designated as cash flow hedges are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures. The fair value of the hedge instruments are reclassified from OCI to earnings if the hedge ceases to be highly effective or if the hedged transaction is no longer probable.

F-499

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Foreign Currency

From time to time, we use derivative financial instruments to hedge our exposure to changes in foreign currency exchange rates, principally using foreign currency purchase and sale contracts with terms of less than one year. We do so to mitigate our exposure to exchange rate changes related to third-party trade receivables and accounts payable. Net gains or losses on such contracts are recognized in the statement of income as offsets to foreign currency exchange gains or losses on the underlying transactions. In the statement of cash flows, cash receipts and payments related to hedging contracts are classified in the same way as cash flows from the transactions being hedged. We had no open foreign currency contracts as of September 30, 2010.

Interest Rates

We entered into interest rate swap agreements in connection with the acquisition of Prairie. The agreements were terminated on June 20, 2007, resulting in a gain of $9 million. This gain is being recorded as a reduction of interest expense over the average life of the underlying debt. Amounts recognized in earnings related to our hedging transactions were $1 million for both the nine months ended September 30, 2010, and September 30, 2009.

Commodity

During the first nine months of 2010, we entered into natural gas purchase agreements with third parties, hedging a portion of the fourth quarter of 2010 purchases of natural gas used in the production processes at certain of our plants. These purchase agreements are marked to market, with the resulting gains or losses recognized in earnings when hedged transactions are recorded. The mark-to-market adjustments at September 30, 2010, were immaterial.

To minimize volatility in our margins due to large fluctuations in the price of commodities, in the third quarter of 2010 we entered into swap contracts to manage risks associated with market fluctuations in resin prices. These contracts were designated as cash flow hedges of forecasted commodity purchases. As of September 30, 2010, we have hedged, on a monthly basis, approximately 1% of the expected resin purchase volume for the remainder of 2010. Assuming the market prices of the swap contracts remained unchanged from the prices at September 30, 2010, the estimated gain expected to be reclassified to earnings in the remainder of 2010 would be immaterial.

Fair Value Measurements

Financial assets and liabilities that are recorded at fair value consist of derivative contracts that are used to hedge exposures to interest rate, commodity, and currency risks. ASC 820-10-35 “Fair Value Measurements and Disclosures” sets out a fair value hierarchy that groups fair value measurement inputs into three classifications: Level 1, Level 2, or Level 3. Level 1 inputs are quoted prices in an active market for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. All of our fair value measurements for derivative contracts use Level 2 inputs.

The fair value of our derivative instruments recorded in the consolidated balance sheet as of September 30, 2010 was $1 million. There were no outstanding derivative instruments recorded in the consolidated balance sheet as of December 31, 2009.

F-500

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

The following table indicates the amounts recognized in OCI for those derivatives designated as cash flow hedges for the nine months ended September 30, 2010, and September 30, 2009.

	Gain or (Loss) Recognized  in OCI (Effective Portion)				Location of Gain or  (Loss) Reclassified from OCI into Income (Effective Portion)	(Gain) or  Loss Reclassified from OCI into Income (Effective Portion)
	2010		2009			2010			2009
	(In millions)
Commodity Contracts	$	1	$	—	Cost of Sales	$	—		$	(2	)
Interest Rate Contracts	$	—	$	—	Interest Expense	$	(1	)	$	(1	)

Note 8.    Goodwill and Intangible Assets

The changes in the carrying values of goodwill between December 31, 2009, and September 30, 2010, are shown in the following table.

	Consumer Products		Foodservice/ Food  Packaging		Total
	(In millions)
Balance, December 31, 2009	$	291	$	844	$	1,135
Goodwill additions		—		100		100
Foreign currency translation adjustment		—		1		1
Balance, September 30, 2010	$	291	$	945	$	1,236

Intangible assets are summarized in the following table.

	September 30, 2010				December 31, 2009
	Carrying Value		Accumulated Amortization		Carrying Value		Accumulated Amortization
	(In millions)
Intangible assets subject to amortization
Patents	$	87	$	78	$	87	$	74
Customer relationships		224		47		209		36
Other		144		91		145		88
		455		216		441		198
Intangible assets not subject to amortization (primarily trademarks)		129		—		129		—
	$	584	$	216	$	570	$	198

Intangible assets of $15 million were recorded in connection with the acquisition of PWP Industries and are being amortized over a 15-year period for book purposes. Amortization expense for intangible assets was $19 million for both the nine months ended September 30, 2010, and September 30, 2009. Amortization expense is estimated to total $26 million for 2010, $25 million for 2011, $24 million for 2012, $20 million for 2013, and $20 million for 2014.

We review the carrying value of our goodwill and indefinite-lived intangibles for possible impairment on an annual basis. Our annual review is conducted in the fourth quarter of the year, or earlier if warranted by events or changes in circumstances. There were no events or changes in circumstances in the first nine months of 2010 that warranted an impairment review of the goodwill and indefinite-lived intangibles.

F-501

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Note 9.    Property, Plant, and Equipment, Net

	September 30, 2010			December 31, 2009
	(In millions)
Original cost
Land, buildings, and improvements	$	688		$	667
Machinery and equipment		2,121			1,929
Other, including construction in progress		122			96
	$	2,931		$	2,692
Less accumulated depreciation and amortization		(1,697	)		(1,520	)
Net property, plant, and equipment	$	1,234		$	1,172

Capitalized interest was $2 million for the nine months ended September 30, 2010, and $1 million for the nine months ended September 30, 2009.

Note 10.    Income Taxes

Total gross unrecognized income tax benefits were $39 million as of September 30, 2010, and $58 million as of December 31, 2009. The total amount of unrecognized income tax benefits that, if recognized, would favorably impact our effective tax rate for continuing operations in future periods was $31 million at September 30, 2010, and $50 million at December 31, 2009. As of September 30, 2010, it is reasonably possible that the amount of unrecognized income tax benefits may increase or decrease during the following twelve months. However, it is not expected that any such changes, individually or in total, would significantly affect our operating results or financial condition.

It is our continuing practice to record accruals for interest and penalties related to income tax matters as income tax expense. Such accruals totaled $10 million as of September 30, 2010, and $11 million as of December 31, 2009. Expense recorded in the first nine months of 2010 for interest and penalties for continuing operations was immaterial.

As a result of the expiration of the U.S. federal statute of limitations for the year ended December 31, 2006, we recorded an income tax benefit of $21 million for continuing operations and $2 million for discontinued operations for the three month period ending September 30, 2010. U.S. federal income tax returns filed for the years 2007 through 2009 are open for examination by the Internal Revenue Service. Various state, local, and foreign tax returns filed for the years 2003 through 2009 are open for examination by tax authorities in those jurisdictions.

There were no gross unrecognized income tax benefits related to discontinued operations at September 30, 2010. Total gross unrecognized income tax benefits included $1 million related to discontinued operations at December 31, 2009. Expense recorded in the first nine months of 2010 for interest and penalties for discontinued operations was immaterial.

In connection with the adoption of ASC 718-10, “Share-Based Payment,” we elected to use the simplified method in calculating our additional paid-in capital pool, as described in prior authoritative guidance. ASC 718-10 requires that tax deductions for compensation costs in excess of amounts recognized for accounting purposes be reported as cash flow from financing activities, rather than as cash flow from operating activities. Such “excess” amounts were $3 million for the nine months ended September 30, 2010.

On March 23, 2010, the Patient Protection and Affordable Care Act (the “Act”) was signed into law. Included in the provisions is a change in the federal income tax treatment of the Medicare Part D subsidy. For periods beginning after December 31, 2012, we will no longer be entitled to receive a federal income tax

F-502

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

deduction for payments made to provide our retirees with prescription drug benefits which equal previous subsidies we received from the U.S. government for providing retirees with prescription drug benefits. We had previously recorded a deferred income tax asset for the tax benefit of future payments made with respect to this subsidy. As a result of the Act, we have written-off $3 million of deferred income tax assets as a component of income tax expense from continuing operations for the nine month period ended September 30, 2010.

Note 11.    Common Stock

Earnings Per Share

Earnings per share of common stock outstanding were computed as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
	(In millions, except share and per share data)
Basic earnings per share
Income from continuing operations attributable to Pactiv	$	79	$	79	$	202	$	237
Weighted-average number of shares of common stock outstanding		132,998,767		131,972,681		132,810,707		131,860,351
Basic earnings from continuing operations attributable to Pactiv	$	0.59	$	0.60	$	1.52	$	1.79
Diluted earnings per share
Income from continuing operations attributable to Pactiv	$	79	$	79	$	202	$	237
Weighted-average number of shares of common stock outstanding		132,998,767		131,972,681		132,810,707		131,860,351
Effect of dilutive securities
Stock options		698,731		512,681		559,779		293,795
Performance shares		632,430		707,921		667,526		665,148
Restricted shares		36,703		—		14,922		—
Weighted-average number of shares of common stock outstanding, including dilutive securities		134,366,631		133,193,283		134,052,934		132,819,294
Diluted earnings from continuing operations attributable to Pactiv	$	0.59	$	0.59	$	1.51	$	1.78

We did not repurchase stock in the first nine months of 2010 or 2009.

Rabbi Trust

In November 1999, we established a rabbi trust and reserved 3,200,000 shares of Pactiv common stock for the trust. These shares were issued to the trust in January 2000. This trust is designed to assure the payment of deferred compensation and supplemental pension benefits. These shares are not considered outstanding for purposes of financial reporting.

F-503

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Note 12.    Pension Plans and Other Postretirement Benefits

The impact of pension plans on pretax income was as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
	(In millions)
Components of net periodic benefit income (expense)
Service cost of benefits earned	$	(4	)	$	(4	)	$	(13	)	$	(11	)
Interest cost of benefit obligations		(57	)		(60	)		(170	)		(180	)
Expected return on plan assets		92			87			275			256
Amortization of unrecognized net losses		(19	)		(13	)		(56	)		(38	)
Total net periodic benefit income (expense)	$	12		$	10		$	36		$	27

We have postretirement health care and life insurance plans that cover certain of our salaried and hourly employees who retire in accordance with the various provisions of such plans. Benefits may be subject to deductibles, copayments, and other limitations. These postretirement plans are not funded, and we reserve the right to change them.

The impact of postretirement plans on pretax income was as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
	(In millions)
Components of net periodic benefit income (expense)
Service cost of benefits earned	$	—		$	(1	)	$	(1	)	$	(1	)
Interest cost of benefit obligations		(1	)		(1	)		(3	)		(3	)
Expected return on plan assets		—			—			—			—
Amortization of unrecognized net losses		—			1			—			1
Total net periodic benefit income (expense)	$	(1	)	$	(1	)	$	(4	)	$	(3	)

Note 13.    Segment Information

Our three segments are Consumer Products, Foodservice/Food Packaging, and Other. See Note 1 for additional details.

F-504

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

The following table sets forth certain segment information.

	Consumer Products		Foodservice/Food Packaging		Other			Total
	(In millions)
For the three months ended September 30, 2010
Sales to external customers	$	333	$	611	$	—		$	944
Operating income (loss)		58		64		(5	)(a)		117
For the three months ended September 30, 2009
Sales to external customers	$	312	$	527	$	—		$	839
Operating income (loss)		80		73		(5	)(a)		148
At September 30, 2010, and for the nine months then ended
Sales to external customers	$	985	$	1,709	$	—		$	2,694
Operating income (loss)		185		182		(7	)(a)		360
Total assets		1,290		2,523		146	(b)		3,959
At September 30, 2009, and for the nine months then ended
Sales to external customers	$	951	$	1,555	$	—		$	2,506
Operating income (loss)		223		234		(11	)(a)		446
Total assets		1,250		2,111		211	(b)		3,572

(a)  Includes pension plan income and unallocated corporate expenses.

(b)  Includes administrative service operations.

Note 14.    Noncontrolling Interests

There were no changes in ownership interest in our subsidiaries for the nine months ended September 30, 2010, or September 30, 2009.

Note 15.    Guarantor.

Certain subsidiaries of Pactiv have entered into guarantee and security arrangements in connection with indebtedness entered into by RGHL and its subsidiaries and affiliates in connection with the acquisition of Pactiv by RGHL as described in Note 2. In accordance with SEC regulation S-X Rule 3-10 disclosure requirements, the following condensed consolidating financial information presents:

(1)  The condensed consolidating statements of financial position as of September 30, 2010 and the related statements of income and cash flow for the nine month period ended September 30, 2010 of (a) Pactiv Corporation (the “Parent”), (b) the other guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) Pactiv Corporation on a consolidated basis.

(2)  The eliminating entries necessary to consolidate the Parent with the other guarantor subsidiaries and the non-guarantor subsidiaries.

F-505

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Each guarantor subsidiary is 100% owned by Pactiv Corporation. The notes issued by RGHL are fully and unconditionally guaranteed to the extent permitted by law and subject to certain customary guarantee release provisions set forth in the indentures or other documents governing such notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed statements of income, financial position, and cash flows of Pactiv Corporation and the condensed statements of income, financial position and cash flows of the guarantor and non-guarantor subsidiaries. They have been prepared under the accounting policies of Pactiv Corporation. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principle eliminating entries eliminate investments in subsidiaries and intercompany balances and transactions.

F-506

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Condensed Consolidating Statement of Income

For the nine months ending September 30, 2010

	Parent			Guarantor Entities			Non-Guarantor Entities			Eliminations			Consolidated
	(In millions)
Sales	$	—		$	2,641		$	53		$	—		$	2,694
Cost of sales		—			(1,911	)		(44	)		—			(1,955	)
Selling, general, and administrative		(43	)		(189	)		(4	)		—			(236	)
Depreciation and amortization		(5	)		(139	)		(1	)		—			(145	)
Other		126			(124	)		—			—			2
Operating income (loss)		78			278			4			—			360
Interest expense (net of interest income)		(69	)		(5	)		—						(74	)
Share of income of joint ventures		—			—			1			—			1
Share of equity earnings of subsidiaries, net of tax		196			—			—			(196	)		—
Income (loss) before income taxes		205			273			5			(196	)		287
Income tax expense		(3	)		(80	)		(1	)		—			(84	)
Income from continuing operations		202			193			4			(196	)		203
Discontinued operations, net of tax		2			—			—			—			2
Net income		204			193			4			(196	)		205
Less: Net income attributable to the noncontrolling interest		—			—			(1	)		—			(1	)
Net income attributable to Pactiv	$	204		$	193		$	3		$	(196	)	$	204

F-507

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Condensed Consolidating Statement of Financial Position

September 30, 2010

	Parent			Guarantor Entities			Non-Guarantor Entities		Eliminations			Consolidated
	(In millions)
Assets
Cash and temporary cash investments	$	4		$	39		$	9	$	—		$	52
Accounts and notes receivable		1			455			21		—			477
Inventories		—			472			10		—			482
Intercompany accounts		(223	)		359			1		(137	)		—
Deferred income tax assets		34			—			—		—			34
Other assets		4			10			—		—			14
Total current assets		(180	)		1,335			41		(137	)		1,059
Property, plant, and equipment, net		49			1,173			12		—			1,234
Goodwill		—			1,236			—		—			1,236
Intangible assets, net		—			367			1		—			368
Investments in affiliates & intercompany accounts		2,814			—			2		(2,814	)		2
Other		41			19			—		—			60
Total other assets		2,855			1,622			3		(2,814	)		1,666
Total assets	$	2,724		$	4,130		$	56	$	(2,951	)	$	3,959
Liabilities and Equity
Short-term debt, including current maturities of long-term debt	$	30		$	135		$	—	$	—		$	165
Accounts payable		3			182			5		—			190
Short-term borrowings-affiliates		11			(8	)		8		(11	)		—
Intercompany accounts		—			115			3		(118	)		—
Other liabilities		61			177			1		—			239
Total current liabilities		105			601			17		(129	)		594
Long-term debt		1,270			—			—		—			1,270
Deferred income taxes		—			111			—		—			111
Intercompany accounts		—			120			—		(120	)		—
Pension and postretirement benefits		—			598			—		—			598
Other		113			20			2		—			135
Total Pactiv shareholders’ equity		1,236			2,680			22		(2,702	)		1,236
Noncontrolling interest		—			—			15		—			15
Total equity		1,236			2,680			37		(2,702	)		1,251
Total liabilities and equity	$	2,724		$	4,130		$	56	$	(2,951	)	$	3,959

F-508

Pactiv Corporation

Notes to Financial Statements (Unaudited) — (Continued)

Condensed Consolidating Statement of Cash Flows

For the nine months ending September 30, 2010

	Parent			Guarantor Entities			Non-Guarantor Entities			Eliminations			Consolidated
	(In millions)
Cash provided (used) by operating activities	$	—		$	242		$	(4	)	$	16		$	254
Cash provided (used) by investing activities		(331	)		(172	)		—			201			(302	)
Included in investing activities:
Expenditures for property, plant, and equipment		(1	)		(99	)		—			—			(100	)
Acquisitions of business and assets		(203	)		—			—			—			(203	)
Other investing activities		(127	)		(73	)		—			201			1
Cash provided (used) by financing activities		331			(58	)		(3	)		(217	)		53
Included in financing activities:
Issuance of common stock		3			—			—			—			3
Revolving credit facility borrowings		160			—			—			—			160
Intercompany borrowings/loans		296			(78	)		(1	)		(217	)		—
Revolving credit facility payment		(130	)		—			—			—			(130	)
Assets securitization borrowings		—			20			—			—			20
Dividends paid to noncontrolling interest		—			—			(2	)		—			(2	)
Other		2			—			—			—			2
Effect of foreign exchange rate changes on cash and temporary cash investments		—			—			1			—			1
Increase (decrease) in cash and temporary cash investments		—			12			(6	)		—			6
Cash and temporary cash investments, January 1, 2010		5			26			15			—			46
Cash and temporary cash investments, September 30, 2010	$	5		$	38		$	9		$	—		$	52

F-509

Pactiv Corporation

Audited annual consolidated financial statements

For the year ended December 31, 2009, 2008, 2007.

F-510

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Pactiv Corporation

We have audited the accompanying consolidated statement of financial position of Pactiv Corporation (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in equity, comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pactiv Corporation at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in 2009 the Company changed its method of accounting for inventory and in 2008 the Company adopted the requirement to measure the funded status of its defined benefit pension and postretirement healthcare plans as of the date of the year-end statement of financial position.

/s/    ERNST & YOUNG LLP

Chicago, Illinois

February 26, 2010,

except for Notes 1, 18 and 19, as to which the date is July 11, 2011

F-511

Pactiv Corporation

Consolidated Statement of Income

	For Years Ended December 31
	2009			2008(1)			2007(1)
	(In millions, except share and per share data)
Sales
Consumer Products	$	1,285		$	1,342		$	1,221
Foodservice/Food Packaging		2,075			2,225			2,032
		3,360			3,567			3,253
Costs and expenses
Cost of sales, excluding depreciation and amortization		2,241			2,638			2,325
Selling, general, and administrative		349			281			286
Depreciation and amortization		184			182			166
Other		7			6			7
Restructuring and other		—			16			—
		2,781			3,123			2,784
Operating income		579			444			469
Other income (expense)
Interest income		1			2			5
Interest expense, net of interest capitalized		(94	)		(106	)		(96	)
Income before income taxes		486			340			378
Income tax expense		177			119			133
Income from continuing operations		309			221			245
Discontinued operations, net of tax		15			(4	)		1
Net income		324			217			246
Less: Net income attributable to the noncontrolling interest		1			1			2
Net income attributable to Pactiv	$	323		$	216		$	244
Amounts attributable to Pactiv common shareholders
Income from continuing operations, net of tax	$	308		$	220		$	243
Discontinued operations, net of tax		15			(4	)		1
Net income	$	323		$	216		$	244
Earnings per share
Weighted-average number of shares of common stock outstanding
Basic		131,967,907			130,925,861			130,912,229
Diluted		133,471,047			132,473,458			132,869,555
Basic earnings per share of common stock attributable to Pactiv common shareholders
Continuing operations	$	2.33		$	1.68		$	1.85
Discontinued operations		0.12			(0.03	)		0.01
Total	$	2.45		$	1.65		$	1.86
Diluted earnings per share of common stock attributable to Pactiv common shareholders
Continuing operations	$	2.31		$	1.66		$	1.83
Discontinued operations		0.11			(0.03	)		0.01
Total	$	2.42		$	1.63		$	1.84

(1)  Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The accompanying notes to the financial statements are an integral part of this statement.

F-512

Pactiv Corporation

Consolidated Statement of Financial Position

	At December 31
	2009			2008(1)
	(In millions, except share data)
ASSETS
Current assets
Cash and temporary cash investments	$	46		$	80
Accounts and notes receivable
Trade, less allowances of $6 and $7 at the respective dates		277			264
Other		51			47
Total accounts and notes receivable		328			311
Inventories
Finished goods		240			209
Work in process		39			55
Raw materials		63			78
Other materials and supplies		48			49
Total inventories		390			391
Deferred income tax assets		53			—
Other		15			15
Total current assets		832			797
Property, plant, and equipment, net		1,172			1,209
Other assets
Goodwill		1,135			1,128
Intangible assets, net		372			396
Noncurrent deferred income tax asset		—			161
Other		63			70
Total other assets		1,570			1,755
Total assets	$	3,574		$	3,761
LIABILITIES AND EQUITY
Current liabilities
Short-term debt, including current maturities of long-term debt	$	5		$	—
Accounts payable		144			115
Taxes accrued		24			14
Interest accrued		20			20
Accrued promotions, rebates, and discounts		73			68
Accrued payroll and benefits		97			66
Other		54			55
Total current liabilities		417			338
Long-term debt		1,270			1,345
Deferred income taxes		61			—
Pension and postretirement benefits		694			1,266
Other		120			95
Noncurrent liabilities related to discontinued operations		11			30
Pactiv shareholders’ equity
Common stock — $0.01 par value, 350,000,000 shares authorized, 132,334,417 and 131,510,270 shares issued and outstanding, after deducting 39,448,760 and 40,272,907 shares held in treasury, at the respective dates		1			1
Premium on common stock and other capital surplus		729			710
Accumulated other comprehensive income (loss)
Currency translation adjustment		(3	)		(16	)
Pension and postretirement plans		(1,729	)		(1,689	)
Gain (loss) on derivatives		6			7
Retained earnings		1,981			1,658
Total Pactiv shareholders’ equity		985			671
Noncontrolling interest		16			16
Total equity		1,001			687
Total liabilities and equity	$	3,574		$	3,761

(1)  Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The accompanying notes to the financial statements are an integral part of this statement.

F-513

Pactiv Corporation

Consolidated Statement of Cash Flows

	For the Twelve Months Ended December 31
	2009			2008(1)			2007(1)
	(In millions)
Operating activities
Net income	$	324		$	217		$	246
Discontinued operations		(15	)		4			(1	)
Income from continuing operations		309			221			245
Adjustments to reconcile income from continuing operations to cash provided (used) by operating activities:
Depreciation and amortization		184			182			166
Deferred income taxes		208			112			37
Restructuring and other		(1	)		12			—
Pension income		(36	)		(49	)		(50	)
Noncash compensation expense		16			16			9
Pension contributions		(550	)		—			—
Changes in components of working capital
(Increase) decrease in receivables		(16	)		(14	)		103
(Increase) decrease in inventories		7			22			4
(Increase) decrease in prepayments and other current assets		1			(2	)		—
Increase (decrease) in accounts payable		28			(45	)		(26	)
Increase (decrease) in taxes accrued		(30	)		(66	)		(16	)
Increase (decrease) in interest accrued		—			(2	)		15
Increase (decrease) in other current liabilities		36			(23	)		(37	)
Other		8			(6	)		(5	)
Cash provided (used) by operating activities — continuing operations		164			358			445
Cash provided (used) by operating activities — discontinued operations		(3	)		(8	)		(8	)
Cash provided (used) by operating activities	$	161		$	350		$	437
Investing activities
Expenditures for property, plant, and equipment	$	(111	)	$	(136	)	$	(151	)
Acquisitions of businesses and assets		(20	)		—			(1,015	)
Net proceeds from the sale of a business or assets		—			—			2
Other investing activities		2			(1	)		—
Cash provided (used) by investing activities	$	(129	)	$	(137	)	$	(1,164	)
Financing activities
Issuance of common stock	$	6		$	8		$	19
Purchase of common stock		—			(2	)		(108	)
Issuance of long-term debt, net of discounts		—			—			498
Retirement of long-term debt		—			—			(99	)
Revolving credit facility borrowings		—			—			432
Revolving credit facility payment		(70	)		(230	)		(132	)
Dividends paid to noncontrolling interest		(1	)		(1	)		(1	)
Other		(1	)		(1	)		29
Cash provided (used) by financing activities	$	(66	)	$	(226	)	$	638
Effect of foreign exchange rate changes on cash and temporary cash investments		—			(2	)		3
Increase (decrease) in cash and temporary cash investments		(34	)		(15	)		(86	)
Cash and temporary cash investments, January 1		80			95			181
Cash and temporary cash investments, December 31	$	46		$	80		$	95
Supplemental disclosure of cash flow information
Cash paid for interest	$	93		$	109		$	81
Cash paid for income taxes — continuing operations		4			59			94
Cash paid for income taxes — discontinued operations		4			7			8

(1)  Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The accompanying notes to the financial statements are an integral part of this statement.

F-514

Pactiv Corporation

Consolidated Statement of Changes in Equity

	Pactiv Shareholders
	Common Stock		Premium on Common  Stock and Other Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity
	(In millions, except share amounts)
Balance, December 31, 2006(1)	$	1	$	757		$	1,191	$	(1,063	)	$	10		$	896
Premium on common stock issued (1,138,286 shares)				19											19
Treasury stock repurchased (3,374,821 shares)				(108	)										(108	)
Translation of foreign currency statements									15			1			16
Stock-based compensation				15											15
Gain (loss) on derivatives									8						8
Pension and postretirement benefit liability adjustments, net of tax of $116									178						178
Dividends paid to noncontrolling interest												(1	)		(1	)
Purchase of equity from noncontrolling interest												3			3
Net income							244					2			246
Balance, December 31, 2007(1)	$	1	$	683		$	1,435	$	(862	)	$	15		$	1,272
Premium on common stock issued (1,028,245 shares)				25											25
Treasury stock repurchased (75,218 shares)				(2	)										(2	)
Translation of foreign currency statements									(40	)		1			(39	)
Stock-based compensation				4											4
Gain (loss) on derivatives									(1	)					(1	)
Impact of adopting ASC 715-20-65 measurement date change, net of tax of $4							7								7
Pension and postretirement benefit liability adjustments, net of tax of $(468)									(795	)					(795	)
Dividends paid to noncontrolling interest												(1	)		(1	)
Net income							216					1			217
Balance, December 31, 2008(1)	$	1	$	710		$	1,658	$	(1,698	)	$	16		$	687
Premium on common stock issued (806,759 shares)				19											19
Translation of foreign currency statements									13						13
Stock-based compensation				—											—
Gain (loss) on derivatives									(1	)					(1	)
Pension and postretirement benefit liability adjustments, net of tax of $16									(40	)					(40	)
Dividends paid to noncontrolling interest												(1	)		(1	)
Net income							323					1			324
Balance, December 31, 2009	$	1	$	729		$	1,981	$	(1,726	)	$	16		$	1,001

(1)  Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The accompanying notes to the financial statements are an integral part of this statement.

F-515

Pactiv Corporation

Consolidated Statement of Comprehensive Income (Loss)

	Twelve Months Ended December 31,
	2009			2008(1)			2007(1)
	(In millions)
Net income	$	324		$	217		$	246
Other comprehensive income (loss)
Pension and postretirement plans		(40	)		(795	)		178
Net currency translation gain (loss)		13			(39	)		16
Gain (loss) on derivatives		(1	)		(1	)		8
Total other comprehensive income (loss)		(28	)		(835	)		202
Consolidated comprehensive income (loss)		296			(618	)		448
Comprehensive income (loss) attributable to the noncontrolling interest		1			2			3
Comprehensive income (loss) attributable to Pactiv	$	295		$	(620	)	$	445

(1)  Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The accompanying notes to the financial statements are an integral part of this statement.

F-516

Pactiv Corporation

Notes to Financial Statements

Note 1.    Basis of Presentation

Financial statements for all periods presented in this report were prepared on a consolidated basis in accordance with generally accepted accounting principles consistently applied, except for changes in accounting principles disclosed in Note 2. All per share information is presented on a diluted basis unless otherwise noted. Certain reclassifications have been made to prior years financial information to conform to current year presentation.

On January 5, 2009, we purchased the polypropylene cup business of WinCup for $20 million. This business operates one manufacturing facility in North Carolina. The results of this business have been included in the consolidated financial statements as of that date.

We have three reporting segments:

• Consumer Products manufactures disposable plastic, foam, molded fiber, pressed paperboard, and aluminum packaging products, and sells them to customers such as grocery stores, mass merchandisers, and discount chains. Products include waste bags, food storage bags, and disposable tableware and cookware. We sell many of our consumer products under well-known trademarks such as Hefty®.

• Foodservice/Food Packaging manufactures foam, clear plastic, aluminum, pressed paperboard, and molded fiber packaging products, and sells them to customers in the food distribution channel, who prepare and process food for consumption. Customers include foodservice distributors, restaurants, other institutional foodservice outlets, food processors, and grocery chains.

• Other includes corporate and administrative service operations and retiree benefit income and expense.

The accounting policies of the reporting segments are the same as those for Pactiv as a whole. Where discrete financial information is not available by segment, reasonable allocations of expenses and assets/liabilities are used.

In 2009, we changed our method of accounting for inventory from a combination of the last-in, first-out (LIFO) method and the first-in, first-out (FIFO) method to the FIFO method. In accordance with Accounting Standards Codification (ASC) 250-10 “Accounting Changes and Error Corrections,” all prior periods presented have been retrospectively adjusted to apply the new method of accounting. For more information on the change in inventory accounting method, see Note 2 to the financial statements.

Subsequent Events

In February 2010, the board of directors approved an Agreement and Plan of Merger with PWP Holdings, Inc. whereby Pactiv will acquire PWP Holdings and PWP Industries for $200 million. This transaction closed April 1, 2010. PWP Industries manufactures and sells amorphous polyethylene terephthalate (APET) products in the food service market.

In February 2010, the board of directors also approved the repurchase of an additional 10 million shares of our common stock. This amount is in addition to the remaining 522,361 shares authorized to be repurchased as of December 31, 2009.

On November 16, 2010 Reynolds Acquisition Corporation (Reynolds), a wholly owned indirect subsidiary of Reynolds Group Holdings Limited (RGHL) acquired 100% of the outstanding common stock of Pactiv for an aggregate purchase price of $4.5 billion. Reynolds merged with and into Pactiv with Pactiv surviving the merger as an indirect wholly owned subsidiary of RGHL.

F-517

Pactiv Corporation

Notes to Financial Statements — (Continued)

Note 2.    Summary of Accounting Policies

Consolidation

Our financial statements include all majority-owned subsidiaries. Investments in 20% to 50% owned companies in which we have the ability to exert significant influence over operating and financial policies are accounted for using the equity method of accounting. All inter-company transactions are eliminated.

Foreign Currency Translation

Financial statements of international operations are translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and weighted-average exchange rates for sales, expenses, gains, and losses. Translation adjustments are recorded as a component of shareholders’ equity.

Cash and Temporary Cash Investments

We define cash and temporary cash investments as checking accounts, money market accounts, certificates of deposit, and U.S. Treasury notes having an original maturity of 90 days or less.

Accounts and Notes Receivable

Trade accounts receivable are classified as current assets and are reported net of allowances for doubtful accounts. We record such allowances based on a number of factors, including historical trends and specific customer situations.

On a recurring basis, we sell an undivided interest in a pool of trade receivables meeting certain criteria to a third party as an alternative to debt financing. Such sales, which represent a form of off-balance-sheet financing, are recorded as a reduction of accounts and notes receivable in the statement of financial position. Related proceeds are included in cash provided by operating activities in the statement of cash flows. At December 31, 2009, receivables aggregating $110 million were sold, while receivables totaling $130 million were sold at December 31, 2008. Discounts and fees related to such sales were $1 million in 2009, and $4 million in both 2008 and 2007. These expenses are included in “other expense” in the statement of income. In the event that either Pactiv or the third-party purchaser of the trade receivables were to discontinue this program, our debt would increase, or our cash balance would decrease, by an amount corresponding to the level of sold receivables at such time.

Inventories

Our inventories are stated at the lower of cost or market using the FIFO method. We periodically review inventory balances to identify slow-moving and/or obsolete items. This determination is based on a number of factors, including new product introductions, changes in consumer demand patterns, and historical usage trends.

In 2009, we changed our method of accounting for inventory from a combination of the LIFO method and the FIFO method to the FIFO method. All of our businesses now use the FIFO method of accounting for inventory. We believe the new method of accounting for inventory is preferable because the FIFO method better reflects the current value of inventories on the Consolidated Statement of Financial Position, provides better matching of revenue and expenses under our business model, and provides uniformity across our operations with respect to the method of inventory accounting for financial reporting.

In accordance with ASC 250-10 “Accounting Changes and Error Corrections,” all prior periods presented have been retrospectively adjusted to apply the new method of accounting.

F-518

Pactiv Corporation

Notes to Financial Statements — (Continued)

The following table presents the line items on the statement of income that were impacted by the accounting change for the years ended December 31, 2008, and 2007.

	Year Ended December 31, 2008				Year Ended December 31, 2007
	As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted
	(In millions, except per share data)
Cost of Sales, excluding depreciation and amortization	$	2,636	$	2,638	$	2,322	$	2,325
Operating income		446		444		472		469
Income tax expense		120		119		135		133
Income from continuing operations		222		221		246		245
Net income attributable to Pactiv		217		216		245		244
Earnings (loss) per share of common stock:
Basic	$	1.66	$	1.65	$	1.87	$	1.86
Diluted	$	1.64	$	1.63	$	1.85	$	1.84

The following table presents the line items on the statement of financial position that were impacted by the accounting change as of December 31, 2008.

	December 31, 2008
	As  Originally Reported		As Adjusted
	(In millions)
Inventories	$	344	$	391
Deferred income tax assets		14		—
Goodwill		1,124		1,128
Other current liabilities		50		55
Retained earnings		1,626		1,658

The following table presents the line items on the statement of cash flows that were impacted by the accounting change for the years ended December 31, 2008, and 2007.

	Year Ended December 31, 2008				Year Ended December 31, 2007
	As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted
	(In millions)
Net income	$	218	$	217	$	247	$	246
Deferred income taxes		113		112		38		37
(Increase) decrease in inventories		20		22		1		4

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The following table presents the segment information line items that were impacted by the accounting change for the years ended December 31, 2008, and 2007.

	Year Ended December 31, 2008				Year Ended December 31, 2007
	As  Originally Reported		As Adjusted		As  Originally Reported			As Adjusted
	(In millions)
Operating income (loss)
Consumer Products	$	207	$	207	$	227		$	226
Foodservice/Food Packaging		236		234		247			245
Other		3		3		(2	)		(2	)
Total operating income (loss)	$	446	$	444	$	472		$	469
Total assets
Consumer Products	$	1,307	$	1,326	$	1,345		$	1,365
Foodservice/Food Packaging		2,070		2,102		2,125			2,159
Other		348		333		295			274
Total assets	$	3,725	$	3,761	$	3,765		$	3,798

For a summary of the effect of the retrospective adjustments resulting from the change in accounting principle for inventory costs for the interim quarters of 2009, see Note 16 to the financial statements.

Property, Plant, and Equipment, Net

Depreciation is recorded on a straight-line basis over the estimated useful lives of assets. Useful lives range from 10 to 40 years for buildings and improvements and from 3 to 25 years for machinery and equipment. Depreciation expense totaled $158 million in 2009, $155 million in 2008, and $143 million in 2007.

We capitalize certain costs related to the purchase and development of software used in our business. Such costs are amortized over the estimated useful lives of the assets, ranging from 3 to 12 years. Capitalized software development costs, net of amortization at December 31 were $16 million in 2009, and $20 million in 2008.

We periodically re-evaluate the carrying values and estimated useful lives of long-lived assets to determine if adjustments are warranted. We use estimates of undiscounted cash flows from long-lived assets to determine whether the book value of such assets is recoverable over the assets’ remaining useful lives.

Goodwill and Intangibles, Net

We review the carrying value of our goodwill and indefinite-lived intangibles for possible impairment on an annual basis. Our annual review is conducted in the fourth quarter of the year, or earlier if warranted by events or changes in circumstances.

Possible impairment of goodwill is determined using a two-step process.

• The first step requires that the fair value of individual reporting units be compared with their respective carrying values. If the carrying value of a reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment, if any.

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• The second step requires that the fair value of a reporting unit be allocated to all of its assets and liabilities, including indefinite-lived intangibles. Any remaining fair value is the implied goodwill, which is then compared with the carrying value of goodwill.

We test goodwill for impairment at the reporting unit level. Our four reporting units are Institutional, Specialty (both part of the Foodservice reporting segment), Consumer, and Other (Corporate functions). Our operating segments are each deemed to be a reporting unit as none of the operating segments’ components qualifies as a separate reporting unit or the operating segment is comprised of only one component.

Estimates of fair value used in testing goodwill and indefinite-lived intangible assets for possible impairment are determined using the discounted cash flow method. This approach uses estimates and assumptions regarding the amount and timing of projected cash flows, discount rates reflecting the risk inherent in future cash flows, perpetual growth rates, and appropriate market comparables. We believe this is the most appropriate method as it reflects how Pactiv, as well as other investors, typically value packaging industry companies. We also compare the result of the discounted cash flow method to the enterprise value (market capitalization plus debt) of Pactiv.

The many assumptions used in the cash flow analysis are subject to the accuracy of our projections of volume, selling price, raw materials costs and SG&A expenses. The percentage by which projected discounted cash flows would have to decrease to have a failure in step one of the impairment test is 61% for Consumer, 61% for Institutional, and 70% for Specialty. Our Other reporting unit has no goodwill or indefinite-lived intangible assets.

Intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. We use undiscounted cash flows, excluding interest charges, to assess the recoverability of the carrying value of such assets, and record an impairment loss if the carrying value of assets exceeds their fair value. See Note 8 for additional information.

Environmental Liabilities

We are subject to a variety of environmental and pollution control laws and regulations. From time to time, we identify costs or liabilities arising from compliance with environmental laws and regulations. When related liabilities are probable and can be reasonably estimated, we establish appropriate reserves. Estimated liabilities may change as additional information becomes available. We appropriately adjust our reserves as new information on possible clean-up costs, expense and effectiveness of alternative clean-up methods, and other potential liabilities is received. We do not expect that any additional liabilities recorded as a result of the availability of new information will have a material adverse effect on our financial position. However, such costs could have a material effect on our results of operations or cash flows in a particular period.

Revenue Recognition

We recognize sales when the risks and rewards of ownership have transferred to customers, which generally occurs as products are shipped. In arriving at net sales, we estimate the amount of deductions from sales that are likely to be earned or taken by customers in conjunction with incentive programs. These include volume rebates, early payment discounts, and coupon offerings. Estimates are based on historical trends and are reviewed quarterly for possible revision. In addition, we pay slotting fees and participate in cooperative advertising programs. The cost for all such programs are accounted for as reductions to revenues.

Freight

We record amounts billed to customers for shipping and handling as sales, and record shipping and handling expenses as cost of sales.

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General and Administrative Expenses

Total noncash pension income was as follows:

	For the Years Ended December 31
	2009			2008			2007
	(In millions)
Pension income (recorded as an offset to selling, general, and administrative costs)	$	44		$	54		$	54
Pension service costs associated with production operations (recorded in cost of sales)		(8	)		(5	)		(4	)
Total noncash pension income	$	36		$	49		$	50

Research and Development

Research and development costs, which are expensed as incurred, totaled $33 million in 2009, $32 million in 2008, and $35 million in 2007.

Advertising

Advertising production costs are expensed as incurred, while advertising media costs are expensed in the period in which the related advertising first takes place. Advertising expenses were $28 million in 2009, $8 million in 2008, and $13 million in 2007.

Stock-Based Compensation

We account for stock-based compensation under ASC 718-10 “Compensation — Stock Compensation,” which requires that the fair value of all share-based payments to employees, including stock options, be recognized in financial statements. ASC 718-10 superseded prior authoritative guidance which required that the intrinsic-value method be used in determining compensation expense for share-based payments to employees. Employee compensation expense is based on the grant date fair value of awards, and is recognized in the Statement of Income over the period that recipients of awards are required to provide related service (normally the vesting period).

Income Taxes

We use the asset and liability method of accounting for income taxes. This method requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the tax and financial statement basis of assets and liabilities. If we determine that it is more likely than not that a portion of deferred tax assets will not be realized in a future period, we reduce deferred tax assets by recording a valuation allowance. Estimates used to recognize deferred tax assets are subject to revision in subsequent periods based on new facts or circumstances.

We do not accrue for U.S. federal income taxes on unremitted earnings of foreign subsidiaries because we intend to reinvest those earnings in foreign operations. Unremitted earnings of foreign subsidiaries totaled $50 million at December 31, 2009, and $47 million at December 31, 2008. The unrecognized deferred tax liability associated with unremitted earnings totaled approximately $10 million at December 31, 2009, and $7 million at December 31, 2008.

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Earnings Per Share

Basic earnings per share is computed by dividing income attributable to Pactiv common shareholders by the weighted-average number of shares outstanding. Diluted earnings per share is calculated in the same manner; however, adjustments are made to reflect the potential issuance of dilutive shares.

Risk Management

From time to time, we use derivative financial instruments to hedge our exposure to changes in foreign currency exchange rates, principally using foreign currency purchase and sale contracts with terms of less than 1 year. We do so to mitigate our exposure to exchange rate changes related to third-party trade receivables and accounts payable. Net gains or losses on such contracts are recognized in the statement of income as offsets to foreign currency exchange gains or losses on the underlying transactions. In the statement of cash flows, cash receipts and payments related to hedging contracts are classified in the same way as cash flows from the transactions being hedged. We had no open foreign currency contracts as of December 31, 2009.

Interest rate risk management is accomplished through the use of swaps. Interest rate swaps are booked at their fair value at each reporting date, with an equal offset recorded either in earnings or accumulated other comprehensive income depending on the designation (or lack thereof) of each swap as a hedging instrument.

From time to time, we employ commodity forward or other derivative contracts to hedge our exposure to adverse changes in the price of certain commodities used in our production processes. We do not use derivative financial instruments for speculative purposes. See Note 7 for additional information.

Changes in Accounting Principles

The Financial Accounting Standards Board (FASB) issued ASC 105-10, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” which was effective for fiscal years, and interim periods within such fiscal years, ending after September 15, 2009. ASC 105-10 establishes an authoritative United States GAAP superseding all pre-existing accounting standards and literature. ASC 105-10 did not have a material effect on our financial statements upon adoption or as of December 31, 2009. We have updated all references to specific authoritative guidance within our annual financial reporting to reflect the new Accounting Standards Codification structure.

The FASB issued ASC 820-10, “Fair Value Measurements and Disclosures” which was effective as of January 1, 2008. ASC 820-10 establishes a framework for measuring fair value by providing a standard definition of fair value as it applies to assets and liabilities. ASC 820-10, which does not require the use of any new fair value measurements, clarifies the application of other accounting pronouncements that require or permit fair value measurements. ASC 820-10 did not have a material effect on our financial statements upon adoption and as of December 31, 2009.

The FASB issued ASC 715-20, “Compensation — Retirement Benefits,” of which we adopted the recognition and disclosure provisions on December 31, 2006. We recorded a charge to accumulated other comprehensive income of $41 million upon adoption. We adopted the measurement provisions of ASC 715-20-65 on January 1, 2008, using the transition method based on the data as of our September 30, 2007, measurement date. As a result, we increased “retained earnings” by $7 million after tax in 2008.

The FASB issued ASC 825-10, “Financial Instruments” which was effective January 1, 2008. ASC 825-10 permits entities to choose to measure many financial instruments and certain other items at fair value as of specified election dates. ASC 825-10 expands the use of fair value measurement, but does not eliminate disclosure requirements of other accounting standards, including ASC 820-10. ASC 825-10 did not impact our financial statements upon adoption and as of December 31, 2009. We did not choose to measure any financial instruments at fair value as permitted under the statement.

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The FASB issued ASC 805-10, “Business Combinations,” which replaces prior authoritative guidance on business combinations, and was effective on a prospective basis for all business combinations that occur in fiscal years beginning after December 15, 2008, with the exception of accounting for valuation allowances on deferred taxes and acquired tax contingencies. ASC 805-10 retains the underlying concepts of the prior authoritative guidance in that all business combinations are still required to be accounted for at fair value using the acquisition method of accounting, but it changes the application of the acquisition method in a number of significant ways. In this regard, the pronouncement requires that (1) acquisition-related costs generally be expensed as incurred, (2) noncontrolling interests be recorded at fair value, (3) in-process research and development costs be recorded at fair value as an indefinite lived intangible asset, (4) restructuring costs associated with a business combination generally be expensed subsequent to the date of such a combination, and (5) changes in valuation allowances on deferred tax assets and income tax uncertainties after the acquisition date generally be recorded as income tax expense. ASC 805-10 amends ASC 740-10, “Income Taxes” such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of ASC 805-10 would also be subject to the provisions of ASC 805-10. ASC 805-10 was effective on January 1, 2009, and did not have a material impact on our financial statements upon adoption and as of December 31, 2009.

The FASB issued ASC 810-10-45, “Consolidation” which was effective for fiscal years, and interim periods within such fiscal years, beginning on or after December 15, 2008. ASC 810-10-45 requires that noncontrolling (minority) interests be recognized as equity (but separate from the parent’s equity) in consolidated financial statements, and that net earnings related to noncontrolling interests be included in consolidated net income, but identified separately on the face of the income statement. ASC 810-10-45 also amends prior authoritative guidance, and expands disclosure requirements regarding the interests of parents and noncontrolling interests. ASC 810-10-45 was effective on January 1, 2009, and did not have a material impact on our financial statements upon adoption and as of December 31, 2009.

The FASB issued the disclosure requirements within ASC 815-10-65, “Derivatives and Hedging” which was effective for fiscal years, and interim periods within such fiscal years, beginning on or after November 15, 2008. ASC 815-10 requires (1) enhanced disclosures about an entity’s derivative and hedging activities, specifically how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under ASC 815-10 and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815-10 was effective on January 1, 2009, and did not have a material impact on our financial statements upon adoption and as of December 31, 2009.

The FASB issued the disclosure requirements within ASC 825-10-65, “Financial Instruments” which was effective for interim reporting periods ending after June 15, 2009. ASC 825-10-65 amends prior authoritative guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. ASC 825-10-65 also amends ASC 270-10, “Interim Reporting,” to require those disclosures in summarized financial information at interim reporting periods. ASC 825-10-65 was effective for our June 30, 2009 interim reporting, and did not have a material effect on our financial statements upon adoption and as of December 31, 2009.

The FASB issued ASC 855-10, “Subsequent Events” which was effective for fiscal years, and interim periods within such fiscal years, ending after June 15, 2009. ASC 855-10 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. ASC 855-10 was effective for our June 30, 2009 interim reporting, and did not have a material effect on our financial statements upon adoption and as of December 31, 2009.

The FASB issued the disclosure requirements within ASC 715-20-65 “Compensation — Retirement Benefits” which was effective for fiscal years ending after December 15, 2009. ASC 715-20-65 requires

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enhanced disclosures about plan assets in an employer’s defined benefit pension or other postretirement plan, including (1) information on investment policies and strategies, (2) the fair value of each major category of plan assets, (3) the inputs and valuation techniques used to measure the fair value of plan assets, (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period, and (5) significant concentrations of risk within plan assets. ASC 715-20-65 was effective for our December 31, 2009, reporting, and did not have a material impact on our financial statements upon adoption.

The FASB issued Statement of Financial Accounting Standards (SFAS) No. 166, “Accounting for Transfers of Financial Assets,” which is effective for interim and annual periods beginning after November 15, 2009.

SFAS No. 166, which is not yet included in the Codification, requires additional information about transfers of financial assets and where companies have continuing exposure to the risk related to transferred financial assets. SFAS No. 166 eliminates the concept of a qualifying special purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures. We are currently reviewing SFAS No. 166, and evaluating the impact of its adoption on our financial statements.

Estimates

Financial statement presentation requires management to make estimates and assumptions that affect reported amounts for assets, liabilities, sales, and expenses. Actual results may differ from such estimates.

Note 3.    Restructuring and Other

In 2008, we implemented a cost reduction program that included the consolidation of two small facilities, asset rationalizations, and headcount reductions. The program is essentially complete with the exception of a small idle plant held for sale. The accrued restructuring balance of $1 million as of December 31, 2009, and $2 million as of December 31, 2008, is for remaining severance payments. Cash payments related to restructuring and other were $1 million pretax for the year ended December 31, 2009. In 2008, we recorded a charge of approximately $10 million after tax, or $0.08 per share. Cash payments related to restructuring and other charges were $2 million for the year ended December 31, 2008.

	Severance		Asset Write-Offs		Other(1)			Total
	(In millions)
Restructuring costs for the year ended December 31, 2008 Consumer Products	$	2	$	7	$	(4	)	$	5
Foodservice/Food Packaging		6		2		2			10
Other		1		—		—			1
Total	$	9	$	9	$	(2	)	$	16

(1)  Consists principally of a gain on the sale of one of our facilities and asset removal and transfer costs.

Note 4.    Business Combinations

On January 5, 2009, we purchased the polypropylene cup business of WinCup for $20 million. This business operates one manufacturing facility in North Carolina. The results of this business have been included in the consolidated financial statements as of that date.

The total cost of the acquisition was allocated to the assets acquired and the liabilities assumed based on their respective fair values. Goodwill and other intangible assets recorded in connection with the acquisition totaled $1 million and $3 million, respectively, and all of the goodwill is expected to be deductible for tax

F-525

Pactiv Corporation

Notes to Financial Statements — (Continued)

purposes. Recorded intangible assets pertain to customer relationships and are being amortized over a 15-year period.

Appraisals of the fair-market value and physical counts of the assets acquired during the third quarter of 2009 resulted in goodwill being decreased by $1 million, and property, plant, and equipment being increased by the same amount.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.

	(In millions)
Current assets	$	4
Property, plant, and equipment		13
Intangible assets		3
Goodwill		1
Total assets acquired		21
Current liabilities		1
Total liabilities assumed		1
Net assets acquired	$	20

We acquired 100% of the stock of Prairie Packaging, Inc. (Prairie) on June 5, 2007. The results of Prairie’s operations have been included in the consolidated financial statements as of that date.

Note 5.    Discontinued Operations

On October 12, 2005, we sold substantially all of our protective and flexible packaging businesses. The results of the sold businesses, as well as costs and charges associated with the transaction, are classified as discontinued operations.

In 2009, we recorded $15 million of income from discontinued operations primarily related to the expiration of the statute of limitations on the 2005 tax year for tax liabilities which had been recorded in conjunction with divested businesses. In 2008, we recorded expense from discontinued operations of $4 million, which was attributed to taxes associated with the disposition of a business. Liabilities related to discontinued operations, which included obligations related to income taxes, certain royalty payments, and the costs of closing a facility in Europe, were as follows:

	At December 31
	2009		2008
	(In millions)
Current liabilities	$	—	$	—
Noncurrent liabilities		11		30
Total liabilities related to discontinued operations	$	11	$	30

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Note 6.    Long-Term Debt, Short-Term Debt, and Financing Arrangements

Long-Term Debt

	At December 31
	2009		2008
	(In millions)
Notes due 2010, effective interest rate of 0.4%	$	—	$	5
Borrowings under a 5-year, $750 million revolving credit facility		—		70
Notes due 2012, effective interest rate of 5.7%		250		250
Notes due 2017, effective interest rate of 8.1%		300		300
Notes due 2018, effective interest rate of 6.3%, net of $1 million of unamortized discount		249		249
Notes due 2025, effective interest rate of 7.9%, net of $1 million of unamortized discount		275		275
Notes due 2027, effective interest rate of 8.4%, net of $4 million of unamortized discount		196		196
Total long-term debt	$	1,270	$	1,345

Short-Term Debt

	At December 31
	2009		2008
	(In millions)
Current maturities of long-term debt	$	5	$	—

At December 31, 2009, the aggregate maturities of debt outstanding were $5 million due in 2010, $250 million due in 2012, and $1.026 billion thereafter.

We were in full compliance with financial and other covenants in our various credit agreements at December 31, 2009.

There have been no stated events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods, or any cross default provisions in our debt agreements. We had no short-term borrowings as of December 31, 2009.

In 1999, our former parent, Tenneco realigned certain of its debt in preparation for the spin-off of Pactiv. In conjunction with this realignment, we entered into an interest rate swap to hedge our exposure to interest rate movement. We settled this swap in November 1999 at a loss of $43 million. The loss on the swap is being recognized as additional interest expense over the life of the underlying notes. At December 31, 2009, the unamortized balance was $35 million.

Note 7.    Financial Instruments

Asset and Liability Instruments

At December 31, 2009, and 2008, the fair value of cash and temporary cash investments, short- and long-term receivables, accounts payable, and short-term debt were the same as, or not materially different from, the amount recorded for these assets and liabilities. The fair value of long-term debt was approximately $1.5 billion at December 31, 2009, and approximately $1.4 billion at December 31, 2008. The recorded amount was $1.3 billion at December 31, 2009, and at December 31, 2008. The fair value of long-term debt was based on quoted market prices for our debt instruments.

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Pactiv Corporation

Notes to Financial Statements — (Continued)

Instruments with Off-Balance Sheet Risk (Including Derivatives)

We use derivative instruments, principally swaps, forward contracts, and options, to manage our exposure to movements in foreign currency values, interest rates, and commodity prices.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings. Financial instruments designated as cash flow hedges are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures. The fair value of the hedge instruments are reclassified from OCI to earnings if the hedge ceases to be highly effective or if the hedged transaction is no longer probable.

Foreign Currency

From time to time, we use derivative financial instruments to hedge our exposure to changes in foreign currency exchange rates, principally using foreign currency purchase and sale contracts with terms of less than one year. We do so to mitigate our exposure to exchange rate changes related to third-party trade receivables and accounts payable. Net gains or losses on such contracts are recognized in the statement of income as offsets to foreign currency exchange gains or losses on the underlying transactions. In the statement of cash flows, cash receipts and payments related to hedging contracts are classified in the same way as cash flows from the transactions being hedged. We had no open foreign currency contracts as of December 31, 2009.

Interest Rates

We entered into interest rate swap agreements in connection with the acquisition of Prairie. The agreements were terminated on June 20, 2007, resulting in a gain of $9 million. This gain is being recorded as a reduction of interest expense over the average life of the underlying debt. Amounts recognized in earnings related to our hedging transactions were $1 million for the year ended December 31, 2009, and December 31, 2008.

Commodity

During the fourth quarter of 2009, we entered into natural gas purchase agreements with third parties, hedging a portion of the first half of 2010 purchases of natural gas used in the production processes at certain of our plants. These purchase agreements are marked to market, with the resulting gains or losses recognized in earnings when hedged transactions are recorded. The mark-to-market adjustments at December 31, 2009, were immaterial.

To minimize volatility in our margins due to large fluctuations in the price of commodities, in the second quarter of 2009 we entered into swap contracts to manage risks associated with market fluctuations in resin prices. These contracts were designated as cash flow hedges of forecasted commodity purchases. All monthly swap contracts entered into in the third quarter of 2009 have expired. There were no contracts outstanding as of December 31, 2009, and no gains are expected to be reclassified to earnings in the first quarter of 2010.

Fair Value Measurements

Financial assets and liabilities that are recorded at fair value consist of derivative contracts that are used to hedge exposures to interest rate, commodity, and currency risks. ASC 820-10-35 sets out a fair value hierarchy that groups fair value measurement inputs into three classifications: Level 1, Level 2, or Level 3. Level 1 inputs are quoted prices in an active market for identical assets or liabilities. Level 2 inputs are inputs other than quoted

F-528

prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. All of our fair value measurements for derivative contracts use Level 2 inputs.

There were no outstanding derivative instruments recorded in the consolidated balance sheet as of December 31, 2009, and as of December 31, 2008.

The following table indicates the amounts recognized in OCI for those derivatives designated as cash flow hedges for the years ended December 31, 2009, and 2008.

	Gain or (Loss) Recognized  in OCI (Effective Portion)				Location of Gain or (Loss) Reclassified from OCI into Income (Effective Portion)		(Gain) or  Loss Reclassified from OCI into Income (Effective Portion)
	2009		2008				2009			2008
	(In millions)
Commodity Contracts	$	—	$	—		Cost of Sales	$	(2	)	$	—
Interest Rate Contracts	$	—	$	—		Interest Expense	$	(1	)	$	(1	)

There were no transactions that ceased to qualify as a cash flow hedge in the years ended December 31, 2009, or 2008.

Note 8.    Goodwill and Intangible Assets

Changes in the carrying value of goodwill during 2009 and 2008 by reporting segment are shown in the following table.

	Consumer Products		Foodservice/ Food  Packaging			Total
	(In millions)
Balance, December 31, 2007(1)	$	288	$	839		$	1,127
Goodwill adjustment		3		13			16
Foreign currency translation adjustment		—		(15	)		(15	)
Balance, December 31, 2008(1)	$	291	$	837		$	1,128
Goodwill additions		—		1			1
Goodwill adjustment		—		(1	)		(1	)
Foreign currency translation adjustment		—		7			7
Balance, December 31, 2009	$	291	$	844		$	1,135

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

Goodwill and other intangible assets recorded in connection with the WinCup acquisition totaled $1 million and $3 million, respectively. Recorded intangible assets pertain to customer relationships and are being amortized over a 15-year period.

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Details of intangible assets are shown in the following table.

	December 31, 2009				December 31, 2008
	Carrying Value		Accumulated Amortization		Carrying Value		Accumulated Amortization
	(In millions)
Intangible assets subject to amortization
Patents	$	87	$	74	$	87	$	69
Customer relationships		209		36		206		21
Other		145		88		145		81
		441		198		438		171
Intangible assets not subject to amortization (primarily trademarks)		129		—		129		—
	$	570	$	198	$	567	$	171

The weighted-average amortization period used for patents and other intangible assets subject to amortization is 15 years and 18 years, respectively. Amortization of intangible assets was $26 million for the year ended December 31, 2009. Amortization expense is estimated to total $25 million in 2010, $24 million in 2011, $23 million in 2012, $19 million in 2013, and $19 million in 2014.

Note 9.    Property, Plant, and Equipment, Net

	December 31, 2009			December 31, 2008
	(In millions)
Original cost
Land, buildings, and improvements	$	667		$	654
Machinery and equipment		1,929			1,808
Other, including construction in progress		96			125
	$	2,692		$	2,587
Less accumulated depreciation and amortization		(1,520	)		(1,378	)
Net property, plant, and equipment	$	1,172		$	1,209

Capitalized interest was $1 million in 2009, and $2 million in both 2008 and 2007.

Note 10.    Income Taxes

Details of income (loss) from continuing operations before income taxes are shown in the following table.

	2009		2008(1)		2007(1)
	(In millions)
Income (loss) from continuing operations before income taxes
U.S. operations	$	458	$	321	$	357
Foreign operations		28		19		21
Total	$	486	$	340	$	378

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

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Shown below are details of income tax expense for continuing operations.

	2009			2008(1)			2007(1)
	(In millions)
Current
Federal	$	(35	)	$	10		$	71
State and local		(2	)		(4	)		14
Foreign		7			1			12
		(30	)		7			97
Deferred
Federal		186			101			31
State and local		19			7			3
Foreign		2			4			2
		207			112			36
Total income tax expense	$	177		$	119		$	133

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

A reconciliation of the difference between the U.S. statutory federal income tax rate and our effective income tax rate is shown in the following table.

	2009			2008(1)			2007(1)
U.S. statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Increase (decrease) in income tax rate
Foreign income taxed at various rates		(0.2	)		(0.5	)		0.5
State and local taxes on income, net of federal income tax benefit		2.3			(0.3	)		3.0
Domestic production deduction		0.0			(0.1	)		(1.3	)
Research and experimentation credit		(0.2	)		(0.1	)		(0.3	)
Income tax reserve increase		0.5			2.8			1.4
Income tax reserve decrease		(0.9	)		(1.8	)		(2.2	)
Other		(0.1	)		0.1			(0.8	)
Effective income tax rate		36.4	%		35.1	%		35.5	%

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

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The components of our net deferred tax assets and liabilities are summarized in the following table.

	December 31
	2009			2008(1)
	(In millions)
Deferred tax assets
Tax loss carryforwards
Federal	$	42		$	15
State and local		3			—
Foreign		12			18
Tax Credits		15			5
Pensions(2)		240			412
Postretirement benefits		37			38
Benefits of ASC 740-10		11			11
Other items		29			14
Valuation allowance(3)		(35	)		(33	)
Total deferred tax assets	$	354		$	480
Deferred tax liabilities
Property and equipment		362			324
Total deferred tax liabilities		362			324
Net deferred tax (assets) liabilities	$	8		$	(156	)

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

(2) Decrease mainly due to realized tax benefits from pension contributions.

(3) Related to federal and foreign tax loss and tax credit carryforwards.

We had federal net operating loss carryforwards of $77 million as of December 31, 2009, which will expire in 2030 and federal capital loss carryforwards of $44 million as of December 31, 2009, which will expire in 2011. State net operating loss carryforwards of $3 million at December 31, 2009, will expire at various dates from 2015 to 2030. Foreign net operating loss carryforwards at December 31, 2009, totaled $47 million, and have an unlimited life.

We had federal tax credit carryforwards of $5 million, as of December 31, 2009, which will expire at various dates from 2017 to 2030. State tax credit carryforwards at December 31, 2009, totaled $13 million ($8 million, net of the federal benefit of state tax), of which $10 million will expire at various dates from 2011 to 2024, with the balance having an unlimited life. Foreign tax credit carryforwards of $2 million at December 31, 2009, will expire in 2019 and 2020.

The FASB issued certain provisions within ASC 740-10 “Income Taxes” which clarifies the application of prior authoritative guidance and was effective as of January 1, 2007. ASC 740-10 establishes a threshold condition that a tax position must meet for any part of the benefit of such a position to be recognized in the financial statements. In addition, ASC 740-10 provides guidance regarding measurement, derecognition, classification, and disclosure of tax positions.

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Changes in the balance of unrecognized income tax benefits are detailed below.

	2009			2008
	(In millions)
Balance at January 31	$	57		$	53
Increases related to prior year tax positions		20			12
Decreases related to prior year tax positions		(4	)		(1	)
Increases pertaining to current year tax positions		1			5
Settlements		(2	)		(11	)
Expiration of statute of limitations		(14	)		(1	)
Balance at December 31	$	58		$	57

The total amount of unrecognized income tax benefits that, if recognized, would favorably impact our effective tax rate for continuing operations in future periods was $50 million as of December 31, 2009. As of December 31, 2009, it is reasonably possible that the balance of unrecognized income tax benefits may increase or decrease during the following twelve months. However, it is not expected that any such changes would significantly affect, individually or in total, our operating results or financial condition.

It is our continuing practice to record accruals for interest and penalties related to income tax matters in income tax expense. Such accruals totaled $11 million as of December 31, 2009, and $10 million as of December 31, 2008. Expense recorded through December 31, 2009, for interest and penalties related to continuing operations was $3 million.

U.S. federal income tax returns filed for the years 2006 through 2008 are open for examination by the Internal Revenue Service. Various state, local, and foreign tax returns filed for the years 2002 through 2008 are open for examination by tax authorities in those jurisdictions.

Included in unrecognized income tax benefits at December 31, 2009, was $1 million related to discontinued operations, all of which, if recognized, would impact income from discontinued operations in future periods. In 2009, an income tax benefit of $15 million was recorded, which included the reversal of $2 million of interest and penalties as a result of the expiration of the 2005 tax year statute of limitations.

In connection with the adoption of ASC 718-10 “Compensation — Stock Compensation,” we elected to use the simplified method in calculating our additional paid-in capital pool upon adoption of ASC 718-10, as described in prior authoritative guidance. ASC 718-10 requires that tax deductions for compensation costs in excess of amounts recognized for accounting purposes be reported as cash flow from financing activities, rather than as cash flow from operating activities. Such “excess” amounts were $1 million in 2009, immaterial in 2008, and $23 million in 2007.

Note 11.    Common Stock

We have 350 million shares of common stock ($0.01 par value) authorized, of which 132,334,417 shares were issued and outstanding as of December 31, 2009.

Reserves

Reserved shares at December 31, 2009, were as follows:

	(In thousands)
Thrift plans		860
2002 incentive compensation plan		15,151
Total		16,011

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Stock Plans

2002 Incentive Compensation Plan — In November 1999, we initiated a stock ownership plan that permits the granting of a variety of incentives, including common stock, restricted stock, performance shares, stock appreciation rights, and stock options, to directors, officers, and employees. In May 2002, the 1999 plan was succeeded by the 2002 plan, and all balances under the 1999 plan were transferred to the new plan, which remains in effect until amended or terminated. Under the 2002 plan, up to 27 million shares of common stock can be issued (including shares issued under the prior plan), of which 17 million were issued or granted as of December 31, 2009.

Restricted stock, performance share, and stock option awards generally require that, among other things, grantees remain with the company for certain periods of time. Performance shares granted under the plan vest upon the attainment of specified performance goals in the 3 years following the date of grant.

Changes in performance share balances were as follows:

	Performance Shares
Outstanding, December 31, 2007		2,058,968
Granted		655,850
Canceled		(128,089	)
Paid		(867,663	)
Outstanding, December 31, 2008		1,719,066
Granted		606,325
Canceled		(152,692	)
Paid		(604,410	)
Outstanding, December 31, 2009		1,568,289

Additional information related to performance shares is as follows:

	Weighted-Average Grant  Date Fair Value per Share		Pretax Compensation Expense		Associated  Tax Benefit		Impact on Net  Income
	(In millions, except per share data)
2009	$	20.10	$	16	$	6	$	10
2008		28.31		16		6		10
2007		32.64		13		5		8

There was $20 million after tax of unamortized performance share expense at December 31, 2009, of which $8 million will be charged against net income in 2010 and $12 million in 2011.

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Summarized below are changes in stock option balances.

	Shares Under Option			Weighted-Average Exercise  Price
Outstanding, January 1, 2008		5,407,096		$	22.69
Exercised		(559,703	)		14.52
Canceled		(117,096	)		32.81
Outstanding, December 31, 2008		4,730,297			23.41
Exercisable, December 31, 2008		4,730,297			23.41
Outstanding, January 1, 2009		4,730,297			23.41
Exercised		(429,190	)		13.87
Canceled		(683,824	)		37.88
Outstanding, December 31, 2009		3,617,283			21.80
Exercisable, December 31, 2009		3,617,283			21.80

Summarized below is information regarding stock options outstanding and exercisable at December 31, 2009.

Range of Exercise Price	Outstanding Options
	Number		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price
$7 to $12		153,691		0.8	$	11.72
$13 to $21		2,040,042		2.9		18.51
$22 to $29		983,839		4.7		23.98
$30 to $37		263,671		8.0		32.86
$38 to $45		176,040		6.3		40.00
		3,617,283

See Note 2 for additional information regarding stock-based compensation accounting.

Employee 401(k) Plans — We have qualified 401(k) plans for employees, under which eligible participants may make contributions equal to a percentage of their annual salary. We matched a portion of such contributions with Pactiv common stock until February 2006. Effective March 2006, all matching contributions are in cash. The company or plan participants may contribute additional amounts in accordance with the plans’ terms. We incurred 401(k) plan expense of $10 million in 2009, 2008, and 2007.

Rabbi Trust — In November 1999, we established a rabbi trust and reserved 3,200,000 shares of Pactiv common stock for the trust. These shares were issued to the trust in January 2000. This trust is designed to assure the payment of deferred compensation and supplemental pension benefits. These shares are not considered outstanding for purposes of financial reporting.

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Earnings Per Share

Earnings from continuing operations per share of common stock outstanding were computed as follows:

	2009		2008(1)		2007(1)
	(In millions, except share and per share data)
Basic earnings per share
Income from continuing operations attributable to Pactiv	$	308	$	220	$	243
Weighted-average number of shares of common stock outstanding		131,967,907		130,925,861		130,912,229
Basic earnings from continuing operations per share attributable to Pactiv	$	2.33	$	1.68	$	1.85
Diluted earnings per share
Income from continuing operations attributable to Pactiv	$	308	$	220	$	243
Weighted-average number of shares of common stock outstanding		131,967,907		130,925,861		130,912,229
Effect of dilutive securities
Stock options		328,072		648,682		1,149,964
Performance shares		1,175,068		897,216		805,085
Restricted shares		—		1,699		2,277
Weighted-average number of shares of common stock outstanding, including dilutive securities		133,471,047		132,473,458		132,869,555
Diluted earnings from continuing operations per share attributable to Pactiv	$	2.31	$	1.66	$	1.83

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

The following table summarizes annual repurchases of our common stock for 2007 through 2009.

	Number of Shares		Average Price Paid per  Share		Total Outlay
	(In millions)
2009		—	$	—	$	—
2008		75,218	$	26.38	$	2
2007		3,374,821	$	32.14	$	108

Note 12.    Preferred Stock

Pactiv has 50 million shares of preferred stock ($0.01 par value) authorized, none of which was issued at December 31, 2009.

Note 13.    Pension Plans and Other Postretirement Benefits

We have pension plans that cover the majority of our employees. Benefits are based on years of service and, for most salaried employees, final average compensation. Assets of our U.S. qualified plan consist principally of equity and fixed income securities.

We have postretirement health care and life insurance plans that cover certain of our salaried and hourly employees who retire in accordance with the various provisions of such plans. Benefits may be subject to

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deductibles, co-payments, and other limitations. These postretirement plans are not funded, and we reserve the right to change them.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted. Starting in 2006, this act expanded Medicare coverage, primarily by adding a prescription drug benefit for Medicare-eligible participants. The act provides employers currently sponsoring prescription drug programs for Medicare-eligible participants with a range of options to coordinate with the new government sponsored program to potentially reduce employers’ costs. These options include supplementing the government program on a secondary payor basis, or accepting a direct subsidy from the government to support a portion of the costs of employers’ programs.

Our plans currently provide prescription drug benefits that are coordinated with the related Medicare benefits. As a result, subsidies from Medicare for prescription drug benefits will average approximately $1.1 million per year.

Effective December 31, 2006, we adopted the recognition and disclosure provisions of ASC 715-10. See Note 2.

During 2009 we contributed $550 million pretax to the plan and plan assets earned a return of approximately 26%. As of December 31, 2009, our U.S. pension plan was 94% funded on an Employee Retirement Income Security Act (ERISA) basis, which determines the minimum funding requirements for the plan. As long as our funded ratio is above 60%, there is no meaningful impact on us or to the plan. We do not expect to make additional sizeable contributions to the plan for the foreseeable future.

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Financial data pertaining to our pension and postretirement benefit plans is shown on the following tables.

	Pension Plans						Postretirement Plans
	2009			2008			2009			2008
	(In millions)
Changes in projected benefit obligations(1)
Benefit obligations at beginning of year	$	3,707		$	3,907		$	73		$	85
Currency rate conversion		1			(5	)		—			—
Service cost of benefits earned		15			20			1			1
Interest cost of benefit obligations		240			300			4			7
Actuarial (gains) losses		403			(166	)		(5	)		(13	)
Benefits paid		(282	)		(350	)		(11	)		(15	)
Participant contributions		—			—			5			7
Plan amendments		—			1			—			—
Medicare Part D reimbursement		—			—			1			1
Projected benefit obligations at December 31	$	4,084		$	3,707		$	68		$	73
Changes in fair value of plan assets(1)
Fair value at beginning of year	$	2,506		$	3,920		$	—		$	—
Currency rate conversion		2			(6	)		—			—
Actual return on plan assets		665			(1,069	)		—			—
Employer contributions		556			11			6			8
Participant contributions		—			—			5			7
Benefits paid		(282	)		(350	)		(11	)		(15	)
Fair value of plan assets at December 31	$	3,447		$	2,506		$	—		$	—
Development of amounts recognized in the statement of financial position
Funded status at December 31	$	(637	)	$	(1,201	)	$	(68	)	$	(73	)
Amounts recognized in the statement of financial position
Noncurrent assets	$	2		$	5		$	—		$	—
Current liabilities		(8	)		(8	)		(6	)		(7	)
Noncurrent liabilities		(631	)		(1,198	)		(62	)		(66	)
Net asset (liability) at December 31	$	(637	)	$	(1,201	)	$	(68	)	$	(73	)
Pretax amounts recognized in accumulated other comprehensive income (loss) at December 31
Net actuarial gains (losses)	$	(2,751	)	$	(2,722	)	$	2		$	(2	)
Prior service credit costs		2			2			(1	)		(1	)
	$	(2,749	)	$	(2,720	)	$	1		$	(3	)
Other changes in plan assets and projected benefit obligations recognized in other comprehensive income (loss) during year
Net actuarial gains (losses)	$	(79	)				$	5
Amortization of net actuarial gains		51						—
Prior service costs		—						—
Amortization of prior service costs		—						(1	)
Total other comprehensive income (loss)	$	(28	)				$	4

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	Pension Plans		Postretirement Plans
Effect of amortization of net actuarial losses and prior service credits on 2010 net periodic benefit income (expense)
Net actuarial gains (losses)	$	75	$	—
Prior service costs		—		—
	$	75	$	—

(1) For 2008, the change in benefit obligation and plan assets are for the period beginning October 1, 2007 and ending December 31, 2008, including amounts recorded in the statement of income and in “other comprehensive income” in 2008.

Benefit payments expected to be made under the pension and postretirement benefit plans over the next 10 years are summarized in the following table.

	Pension Plans		Postretirement Plans, Net  of Expected Medicare Subsidy
	(In millions)
2010	$	297	$	5
2011		296		5
2012		300		5
2013		304		4
2014		318		4
2015-2019		1,522		23

We expect to contribute $15 million to our pension and post retirement plans in 2010.

The impact of pension plans on pretax income from continuing operations was as follows:

	2009			2008			2007
	(In millions)
Components of net periodic benefit income (expense)
Service cost of benefits earned	$	(15	)	$	(16	)	$	(18	)
Interest cost of benefit obligations		(240	)		(240	)		(228	)
Expected return on plan assets		342			349			344
Amortization of:
Unrecognized net actuarial losses		(50	)		(44	)		(47	)
Unrecognized prior service costs		—			—			—
Additional cost due to ASC 715-20(1)		(1	)		—			(1	)
Total net periodic benefit income (expense)	$	36		$	49		$	50

(1) ASC 715-20, “Compensation — Retirement Benefits, Defined Benefit Plans.”

In 2009, our nonqualified and foreign plans had net periodic benefit expense of $12 million.

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Pension plan actuarial assumptions used to determine projected benefit obligations are as follows:

	December 31, 2009			December 31, 2008			September 30, 2007
Actuarial assumptions
Discount rate		5.75	%		6.74	%		6.39	%
Compensation increases		4.00			4.00			4.00
Return on assets		9.00			9.00			9.00

The net periodic benefit income for 2009 was determined using the assumptions listed for 2008.

For all of our worldwide pension plans, accumulated benefit obligations totaled $4.045 billion in 2009 and $3.677 billion in 2008.

Pension plans with accumulated benefit obligations in excess of plan assets were as follows:

	December 31, 2009		December 31, 2008
	(In millions)
Projected benefit obligations	$	4,067	$	3,695
Accumulated benefit obligations		4,029		3,665
Fair value of plan assets		3,428		2,490

The discount rate assumption for our U.S. qualified plan is based on the composite yield of a portfolio of high quality corporate bonds constructed with durations to match the plan’s future benefit obligations. A one-percentage-point change in the discount rate impacts the projected benefit obligation by approximately $360 million.

Plan Assets

In developing the assumption for the return on pension plan assets, we receive independent input on asset allocation strategies, projections regarding long-term rates of return on various asset classes, risk free rates of return, and long-term inflation rates. Since 1976, our U.S. qualified pension plan’s annual rate of return on assets has averaged 10%. At December 31, 2009, the percentage of pension plan assets invested in equity and fixed income securities was approximately 72% and 28%, respectively. The investment policy of the pension plan is to achieve a rate of return sufficient to meet the immediate and long-term benefit obligations of the plan. The investment strategy seeks to maximize long-term return within an acceptable level of risk by balancing investments in assets with higher expected rates of return such as equity securities and assets with lower expected volatility such as fixed-income securities. Risk tolerances are based on careful consideration of plan liabilities, plan funded status, and the company’s financial condition. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies. The plan generally maintains an asset allocation of approximately 70% in equities and 30% in fixed income securities. Equity investments include U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalization stocks. Other equity like asset classes, such as private equity investments, are used to enhance long-term returns, while increasing portfolio diversification. Fixed-income investments include corporate bonds, government bonds, asset backed securities (including mortgages), and cash. After considering all of these factors, we concluded that a 9% rate of return on assets assumption for our U.S. plan was appropriate for 2009 and 2008.

The majority of the pension plan assets are invested in equities of which a substantial portion is invested in U.S. equities. A broad-based decline in equity values around the world or a general decline in U.S. equity values would have a significant adverse effect on the pension plan. The plan also has a large holding of bonds that pay a fixed rate of interest. A material increase in interest rates would reduce the value these bonds.

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The fair values of pension plan assets at December 31, 2009, by asset category are as follows:

Asset Category	Total		Fair Value Measurements at December 31, 2009
			Quoted Prices in Active  Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)
Cash and cash equivalents	$	92	$	—	$	92	$	—
Equity securities:
Common collective funds(a)		664		—		664		—
International companies		31		31		—		—
US large cap companies		1,251		1,251		—		—
US mid cap companies		360		360		—		—
US small cap companies		122		122		—		—
Fixed income securities:
Common collective funds		4		—		4		—
Corporate bonds		61		—		61		—
Corporate bonds (S&P rating of A or higher)		325		—		325		—
Corporate bonds (S&P rating of lower than A)		328		—		328		—
Government securities		151		—		151		—
Mortgage backed securities		7		—		7		—
Other fixed income(b)		20		—		20		—
Other investments
Common collective funds		1		—		1		—
Private equity funds(c)		30		—		—		30
Total	$	3,447	$	1,764	$	1,653	$	30

(a) This asset category includes funds that invest in international companies including companies from countries classified as Emerging Markets by MSCI.

(b) This asset category includes municipal bonds.

(c) This asset category includes venture capital funds.

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The change in the fair value of pension plan assets using Level 3 or significant unobservable inputs during the year ended December 31, 2009, is detailed in the table below.

	Fair Value Measurements Using Significant Unobservable Inputs
	Private  Equity Funds			Total
	(In millions)
Beginning balance at December 31, 2008	$	36		$	36
Actual return on plan assets:
Relating to assets still held at the reporting date		(9	)		(9	)
Relating to assets sold during the period		(1	)		(1	)
Purchases, sales, and settlements		4			4
Transfers in and/or out of Level 3		—			—
Ending balance at December 31, 2009	$	30		$	30

We use a market-related method for calculating the value of plan assets. This method recognizes the difference between actual and expected returns on plan assets over time. The market-related value of plan assets (MRVA) as of January 1, 2010, is $4.191 billion. Each year, the expected gain on plan assets (MRVA multiplied by the expected rate of return) is compared with the change in fair market value of assets (adjusted for pension benefit payments and expenses) during the year to determine the asset gain or loss for the year just ended.

The asset gain or loss for the year just ended is amortized over five years to the pool of amortizable actuarial gains or losses accumulated from prior years. Also added to the amortizable pool are all other actuarial gains or losses, which have occurred during the year just ended. The pool is amortized using the “corridor approach” in ASC 715-20. The corridor amount is 10% of the greater of the MRVA or the pension benefit obligation. The amount of actuarial gains or losses to be amortized as a component of pension income is the amount of the pool in excess of the corridor amount. The accumulated pool of amortizable losses as of January 1, 2010, was $1.543 billion. The amortization period is determined by the weighted-average of the life expectancy of inactive plan participants and the remaining service expectancy of active plan participants. As of January 1, 2010, this weighted average is 21.2 years.

The impact of postretirement benefit plans, other than pensions, on pretax income from continuing operations was as follows:

	2009			2008			2007
	(In millions)
Service cost of benefits earned	$	1		$	1		$	1
Interest cost of benefit obligations		4			5			5
Prior service costs		(1	)		(1	)		(1	)
Losses		—			1			2
Total postretirement benefit plan costs	$	4		$	6		$	7

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Actuarial assumptions used to determine postretirement benefit obligations were as follows:

	December 31, 2009			December 31, 2008			September 30, 2007
Actuarial assumptions
Health care cost inflation(1)
Prior to age 65		8.5	%		8.5	%		8.6	%
After age 65		8.0			8.0			9.8
Discount rate		5.75			6.74			6.39

(1) Assumed to decline to 5% in 2017.

A one percentage-point change in assumed health-care cost inflation would have the following effects:

	1% Increase		1% Decrease
	(In millions)
Effect on total service and interest costs	$	—	$	—
Effect on postretirement benefit obligations		2		(2	)

We contributed $6 million and $8 million in 2009 and 2008, respectively, to fund postretirement medical plan obligations. We expect to contribute $6 million to fund our postretirement medical plan obligations in 2010.

Note 14.    Segment and Geographic Area Information

Our three reporting segments are Consumer Products, Foodservice/Food Packaging, and Other. See Note 1 for additional details.

Products are transferred between segments and among geographic areas, as nearly as possible, using market value. Wal-Mart Stores, Inc., accounted for approximately 21% of our consolidated sales in 2009 and 2008. These sales were reflected primarily in the results of the Consumer Products segment and, to a lesser extent, in the results of the Foodservice/Food Packaging segment. Our backlog of orders is not material.

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The following table sets forth certain segment information.

	Consumer Products		Foodservice/ Food  Packaging		Other			Total
	(In millions)
For the year ended December 31, 2009
Sales to external customers	$	1,285	$	2,075	$	—		$	3,360
Depreciation and amortization		63		114		7			184
Operating income (loss)		297		300		(18	)(b)		579
Total assets		1,270		2,122		182			3,574
Capital expenditures related to continuing operations		13		92		6			111
Noncash items other than depreciation and amortization		—		—		(20	)(c)		(20	)
For the year ended December 31, 2008
Sales to external customers	$	1,342	$	2,225	$	—		$	3,567
Depreciation and amortization		63		112		7			182
Operating income (loss)(d)		207		234		3	(b)		444	(a)
Total assets(d)		1,326		2,102		333			3,761
Capital expenditures related to continuing operations		25		105		6			136
Noncash items other than depreciation and amortization		—		—		(33	)(c)		(33	)
For the year ended December 31, 2007
Sales to external customers	$	1,221	$	2,032	$	—		$	3,253
Depreciation and amortization		62		97		7			166
Operating income (loss)(d)		226		245		(2	)(b)		469
Total assets(d)		1,365		2,159		274			3,798
Capital expenditures related to continuing operations		16		129		6			151
Noncash items other than depreciation and amortization		—		—		(41	)(c)		(41	)

(a) Included restructuring and other charges of $16 million in 2008 ($5 million for Consumer Products, $10 million for Foodservice/Food Packaging, and $1 million for Other).

(b) Included pension plan income and unallocated corporate expense.

(c) Included pension plan income and stock-based compensation expense.

(d) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

F-544

The following table sets forth certain geographic area information.

	Geographic Area
	United States		Foreign(1)		Total
	(In millions)
At December 31, 2009, and for the year then ended
Sales to external customers(2)	$	3,054	$	307	$	3,360
Long-lived assets(3)		1,131		103		1,234
Total assets		3,266		307		3,574
At December 31, 2008, and for the year then ended
Sales to external customers(2)	$	3,240	$	327	$	3,567
Long-lived assets(3)		1,172		107		1,279
Total assets(4)		3,470		292		3,761
At December 31, 2007, and for the year then ended
Sales to external customers(2)	$	2,946	$	307	$	3,253
Long-lived assets(3)		1,301		121		1,422
Total assets(4)		3,461		337		3,798

(1) Sales to external customers and long-lived assets for individual countries (primarily Germany, Canada, and Mexico) were not material.

(2) Geographic assignment is based on location of selling business.

(3) Long-lived assets include all long-term assets other than net assets of discontinued operations, goodwill, intangibles, and deferred taxes.

(4) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

Note 15.    Commitments and Contingencies

Capital Commitments

Commitments for authorized capital expenditures totaled approximately $61 million at December 31, 2009. It is anticipated that the majority of these expenditures will be funded over the next 12 months from existing cash and short-term investments and internally generated cash.

Lease Commitments

Certain of our facilities, equipment, and other assets are leased under long-term arrangements. Minimum lease payments under noncancelable operating leases with lease terms in excess of 1 year are expected to total $30 million in 2010, $24 million in 2011, $19 million in 2012, $13 million in 2013, $10 million in 2014, and $40 million in subsequent years.

Commitments under capital leases are not significant. Total rental costs for continuing operations totaled $37 million in 2009, $35 million in 2008, and $31 million in 2007, and included minimum rentals under noncancelable operating leases of $37 million, $35 million, and $31 million for the respective periods.

Litigation

We are party to other legal proceedings arising from our operations. We establish reserves for claims and proceedings when it is probable that liabilities exist and where reasonable estimates of such liabilities can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts

F-545

and circumstances now known, we do not believe that any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be different from those expected and could have a material effect on our results of operations or cash flows in a particular period.

Environmental Matters

We are subject to a variety of environmental and pollution control laws and regulations. From time to time, we identify costs or liabilities arising from compliance with environmental laws and regulations. When related liabilities are probable and can be reasonably estimated, we establish appropriate reserves. Estimated liabilities may change as additional information becomes available. We appropriately adjust our reserves as new information on possible clean-up costs, expense and effectiveness of alternative clean-up methods and other potential liabilities is received. We do not expect that any additional liabilities recorded as a result of the availability of new information will have a material adverse effect on our financial position. However, such costs could have a material effect on our results of operations or cash flows in a particular period.

Note 16.    Quarterly Financial Data (Unaudited)

	Sales		Cost  of Sales(1)		Restructuring and  Other			Amounts Attributable to Pactiv
								Income  From Continuing Operations(1)		Income (Loss) From Discontinued Operations			Net Income(1)
	(In millions)
2009
First quarter	$	766	$	495	$	—		$	77	$	—		$	77
Second quarter		901		601		—			81		(1	)		80
Third quarter		839		562		—			79		15			94
Fourth quarter		854		583		—			71		1			72
	$	3,360	$	2,241	$	—		$	308	$	15		$	323
2008
First quarter	$	808	$	585	$	14		$	43	$	(1	)	$	42
Second quarter		951		706		2			63		(3	)		60
Third quarter		925		700		(2	)		59		—			59
Fourth quarter		883		647		2			55		—			55
	$	3,567	$	2,638	$	16		$	220	$	(4	)	$	216

(1) First quarter 2009 through third quarter 2009 and all four quarters of 2008 have been adjusted for the change in inventory accounting method.

F-546

	Attributable to Pactiv Common Shareholders(1)														Stock Price/Share
	Basic Earnings per Share of Common Stock							Diluted Earnings per Share of Common Stock
	Continuing		Discontinued			Net		Continuing		Discontinued			Net
	Operations		Operations			Income		Operations		Operations			Income		High		Low
2009
First quarter	$	0.58	$	—		$	0.58	$	0.58	$	—		$	0.58	$	25.31	$	10.62
Second quarter		0.61		(0.01	)		0.60		0.61		(0.01	)		0.60		23.52		14.01
Third quarter		0.60		0.12			0.72		0.59		0.11			0.70		26.81		20.04
Fourth quarter		0.54		0.01			0.55		0.53		0.01			0.54		27.71		22.27
Total year		2.33		0.12			2.45		2.31		0.11			2.42		27.71		10.62
2008
First quarter	$	0.32	$	—		$	0.32	$	0.32	$	—		$	0.32	$	29.52	$	23.00
Second quarter		0.49		(0.03	)		0.46		0.48		(0.03	)		0.45		27.34		20.82
Third quarter		0.45		—			0.45		0.45		—			0.45		28.49		18.98
Fourth quarter		0.42		—			0.42		0.41		—			0.41		26.95		20.44
Total year		1.68		(0.03	)		1.65		1.66		(0.03	)		1.63		29.52		18.98

(1) The sum of amounts shown for individual quarters may not equal the total for the year because of changes in the weighted-average number of shares outstanding throughout the year. First quarter 2009 through third quarter 2009 and the full year 2008 have been adjusted for the change in inventory accounting method.

The following tables present the changes to the interim quarters of 2009 for the change in inventory accounting method, as described in Note 2 to the financial statements.

	Three Months Ended September 30, 2009				Three Months Ended June 30, 2009				Three Months Ended March 31, 2009
	As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted
	(In millions)
Cost of Sales, excluding depreciation and amortization	$	573	$	562	$	575	$	601	$	473	$	495
Operating income		137		148		179		153		167		145
Income tax expense		41		45		59		49		53		45
Income from continuing operations		73		80		97		81		91		77
Net income attributable to Pactiv		87		94		96		80		91		77
Earnings (loss) per share of common stock:
Basic	$	0.67	$	0.72	$	0.72	$	0.60	$	0.69	$	0.58
Diluted	$	0.65	$	0.70	$	0.72	$	0.60	$	0.69	$	0.58

	Nine Months Ended September 30, 2009				Six Months Ended June 30, 2009				Three Months Ended March 31, 2009
	As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted
	(In millions)
Net income	$	275	$	252	$	187	$	157	$	91	$	77
Deferred income taxes		114		100		52		34		20		11
Net working capital(1)		92		129		91		139		67		90

(1) Impacts the (increase) decrease in inventories

F-547

	Three Months Ended September 30, 2009						Three Months Ended June 30, 2009						Three Months Ended March 31, 2009
	As  Originally Reported			As Adjusted			As  Originally Reported			As Adjusted			As  Originally Reported			As Adjusted
	(In millions)
Operating income (loss)
Consumer Products	$	72		$	80		$	94		$	80		$	74		$	63
Foodservice/Food Packaging		70			73			89			77			95			84
Other		(5	)		(5	)		(4	)		(4	)		(2	)		(2	)
Total operating income (loss)	$	137		$	148		$	179		$	153		$	167		$	145

	Nine Months Ended September 30, 2009				Six Months Ended June 30, 2009				Three Months Ended March 31, 2009
	As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted		As  Originally Reported		As Adjusted
	(In millions)
Total assets
Consumer Products	$	1,248	$	1,250	$	1,280	$	1,275	$	1,240	$	1,249
Foodservice/Food Packaging		2,099		2,111		2,122		2,130		2,115		2,135
Other		216		211		397		396		365		354
Total assets	$	3,563	$	3,572	$	3,799	$	3,801	$	3,720	$	3,738

Note 17.    Noncontrolling Interests

The FASB issued ASC 810-10-45, “Consolidation” which was effective for fiscal years, and interim periods within such fiscal years, beginning on or after December 15, 2008. ASC 810-10-45 requires that noncontrolling (minority) interests be recognized as equity (but separate from the parent’s equity) in consolidated financial statements, and that net earnings related to noncontrolling interests be included in consolidated net income, but identified separately on the face of the income statement. ASC 810-10-45 also amends prior authoritative guidance, and expands disclosure requirements regarding the interests of parents and noncontrolling interests. In order to meet the ASC 810-10-45 disclosure requirements upon adoption, we have added a statement of shareholders’ equity and a statement of comprehensive income (loss) to our interim reporting.

ASC 810-10-45 also requires disclosure of the effects of any changes in a parent’s ownership interest in a subsidiary on the equity attributable to the parent. In January 2007, we purchased an additional 1% interest in a folding carton operation in Dongguan, China. This brought our interest to 51%, requiring us to include the joint venture in our consolidated financial statements. There were no changes in ownership interest in our subsidiaries in 2009 or 2008, and the effect in 2007 of the additional 1% interest in Dongguan, China had an immaterial impact on the equity attributable to Pactiv.

The preceding notes are an integral part of the foregoing financial statements.

F-548

Note 18.    Guarantor.

Certain subsidiaries of Pactiv have entered into guarantee and security arrangements in connection with indebtedness entered into by RGHL and its subsidiaries and affiliates in connection with the acquisition of Pactiv by RGHL as described in Note 1. In accordance with SEC regulation S-X Rule 3-10 disclosure requirements, the following condensed consolidating financial information presents:

(1)  The condensed consolidating statements of financial position as of December 31, 2009 and the related statements of income and cash flow for the year ended December 31, 2009 of (a) Pactiv Corporation (the “Parent”), (b) the other guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) Pactiv Corporation on a consolidated basis.

(2)  The eliminating entries necessary to consolidate the Parent with the other guarantor subsidiaries and the non-guarantor subsidiaries.

Each guarantor subsidiary is 100% owned by Pactiv Corporation. The notes issued by RGHL are fully and unconditionally guaranteed to the extent permitted by law and subject to certain customary guarantee release provisions set forth in the indentures or other documents governing such notes on a joint and several basis by each guarantor subsidiary. Provided below are condensed statements of income, financial position, and cash flows of Pactiv Corporation and the condensed statements of income, financial position and cash flows of the guarantor and non-guarantor subsidiaries. They have been prepared under the accounting policies of Pactiv Corporation. The guarantor subsidiaries and non-guarantor subsidiaries are each presented on a combined basis. The principle eliminating entries eliminate investments in subsidiaries and intercompany balances and transactions.

F-549

Condensed Consolidating Statement of Income

For the year ended December 31, 2009

	Parent			Guarantor Entities			Non-Guarantor Entities			Eliminations			Consolidated
	(In millions)
Sales	$	—		$	3,306		$	54		$	—		$	3,360
Cost of sales		—			(2,199	)		(42	)		—			(2,241	)
Selling, general, and administrative		(46	)		(298	)		(5	)		—			(349	)
Depreciation and amortization		(7	)		(175	)		(2	)		—			(184	)
Other		(2	)		(5	)		—			—			(7	)
Operating income (loss)		(55	)		629			5			—			579
Interest (expense) income		(96	)		3			—			—			(93	)
Share of equity earnings of subsidiaries, net of tax		404			—			—			(404	)		—
Income (loss) before income taxes		253			632			5			(404	)		486
Income tax expense		55			(230	)		(2	)		—			(177	)
Income (loss) from continuing operations		308			402			3			(404	)		309
Discontinued operations, net of tax		15			—			—			—			15
Net income		323			402			3			(404	)		324
Less : Net income attributable to the noncontrolling interest		—			—			(1	)		—			(1	)
Net income attributable to Pactiv	$	323		$	402		$	2		$	(404	)	$	323

F-550

Condensed Consolidating Statement of Financial Position

December 31, 2009

	Parent		Guarantor Entities			Non-Guarantor Entities			Eliminations			Consolidated
	(In millions)
Assets
Cash and temporary cash investments	$	5	$	26		$	15		$	—		$	46
Accounts and notes receivable		29		285			14			—			328
Inventories		—		383			7			—			390
Intercompany accounts		22		70			1			(93	)		—
Deferred income tax assets		53		—			—			—			53
Other		6		9			—			—			15
Total current		115		773			37			(93	)		832
Property, plant, and equipment, net		53		1,107			12			—			1,172
Goodwill		—		1,135			—			—			1,135
Intangible assets, net		—		371			1			—			372
Investments in affiliates & intercompany accounts		2,272		(1	)		2			(2,271	)		2
Other		41		20			—			—			61
Total other assets		2,313		1,525			3			(2,271	)		1,570
Total assets	$	2,481	$	3,405		$	52		$	(2,364	)	$	3,574
Liabilities and Equity
Short-term debt, including current maturities of long-term debt	$	—	$	5		$	—		$	—		$	5
Accounts payable		3		137			4			—			144
Short-term borrowings-affiliates		11		(9	)		9			(11	)		—
Intercompany accounts		—		70			3			(73	)		—
Other liabilities		87		180			1			—			268
Total current liabilities		101		383			17			(84	)		417
Long-term debt		1,270		—			—			—			1,270
Deferred income taxes		—		62			(1	)		—			61
Intercompany accounts		—		25			—			(25	)		—
Pension and postretirement benefits		—		694			—			—			694
Other		116		4			—			—			120
Noncurrent liabilities related to discontinued operations		9		—			2			—			11
Total Pactiv shareholders’ equity		985		2,237			18			(2,255	)		985
Noncontrolling interest		—		—			16			—			16
Total equity		985		2,237			34			(2,255	)		1,001
Total liabilities and equity	$	2,481	$	3,405		$	52		$	(2,364	)	$	3,574

F-551

Condensed Consolidating Statement of Cash Flows

For the year ended December 31, 2009

	Parent			Guarantor Entities			Non-Guarantor Entities			Eliminations			Consolidated
	(In millions)
Cash provided (used) by operating activities	$	—		$	176		$	(4	)	$	(11	)	$	161
Cash provided (used) by investing activities		(25	)		(91	)		—			(13	)		(129	)
Included in investing activities:
Expenditures for property, plant, and equipment		(5	)		(106	)		—			—			(111	)
Acquisitions of business and assets		(20	)		—			—			—			(20	)
Other investing activities		—			15			—			(13	)		2
Cash provided (used) by financing activities		28			(117	)		(1	)		24			(66	)
Included in financing activities:
Issuance of common stock		6			—			—			—			6
Revolving credit facility payment		(70	)		—			—			—			(70	)
Intercompany borrowings/loans		95			(95	)		—			—			—
Dividends paid to noncontrolling interest		(3	)		(22	)		—			24			(1	)
Other		—			—			(1	)		—			(1	)
Increase (decrease) in cash and temporary cash investments		3			(32	)		(5	)		—			(34	)
Cash and temporary cash investments, January 1, 2009		2			58			20			—			80
Cash and temporary investments, December 31, 2009	$	5		$	26		$	15		$	—		$	46

F-552

Note 19.    Reserve Roll Forward

Activity in certain key reserves is as follows.

Valuation and Qualifying Accounts (In millions)

Column A	Column B		Column C						Column D		Column E
Description	Balance  at beginning of year		Additions						Deductions		Balance at end  of Year
			Charged to (reversed from) costs and expenses			Charged to (reversed from) other accounts
Allowance for doubtful accounts
Year ended December 31, 2009	$	7	$	1		$	(2	)	$	—	$	6
Year ended December 31, 2008		6		6			(5	)		—		7
Year ended December 31, 2007		9		(1	)		(2	)		—		6
Inventory valuation
Year ended December 31, 2009	$	5	$	3		$	—		$	—	$	8
Year ended December 31, 2008(1)		4		1			—			—		5
Year ended December 31, 2007(1)		6		(2	)		—			—		4
Deferred tax asset valuation
Year ended December 31, 2009	$	33	$	2		$	—		$	—	$	35
Year ended December 31, 2008		40		(4	)		(3	)		—		33
Year ended December 31, 2007		42		(5	)		3			—		40

(1) Adjusted for the change in inventory accounting method, as described in Note 2 to the financial statements.

F-553

Dopaco

Combined financial statements

May 1, 2011, December 26, 2010 and December 27, 2009

(in thousands of US dollars)

F-554

Report of Independent Registered Public Accounting Firm

To the Management of

Reynolds Group Holdings Limited

We have audited the accompanying carve-out combined balance sheets of Dopaco as of May 1, 2011 and December 26, 2010, and the related carve-out combined statements of earnings, comprehensive income, invested equity and cash flows for the 126-day period ended May 1, 2011 and for the years ended December 26, 2010 and December 27, 2009. These carve-out combined financial statements are the responsibility of Dopaco’s management. Our responsibility is to express an opinion on these carve-out combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the carve-out combined financial statements referred to above present fairly, in all material respects, the financial position of Dopaco as of May 1, 2011 and December 26, 2010, and the results of its operations and its cash flows for the 126-day period ended May 1, 2011 and for the years ended December 26, 2010 and December 27, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/    PRICEWATERHOUSECOOPERS LLP¹

Montreal, Canada

July 8, 2011

¹  Chartered accountant auditor permit No. 19653

F-555

Dopaco

Combined Balance Sheets

	Note		As of May  1, 2011 $		As of December  26, 2010 $
			(In thousands of US dollars)
Assets
Current assets
Cash				29		28
Receivables		4		33,022		33,919
Inventories		5		54,034		60,006
Prepaid expenses				2,876		2,399
Deferred income tax asset				5,354		5,740
				95,315		102,092
Investment in significantly influenced company		17		2,177		2,215
Property, plant and equipment		6		152,177		157,627
Customer relationships and client lists		7		15,775		15,998
Goodwill		8		20,371		20,066
Deferred income tax asset		11		11,076		7,258
Other long-term assets				2,088		2,071
				298,979		307,327
Liabilities and Invested Equity
Current liabilities
Accounts payable and accrued liabilities
— Third parties		9		35,406		35,031
— Related parties		9,16		2,644		2,089
Income taxes payable				978		559
				39,028		37,679
Other long-term liabilities		10		15,373		13,506
Deferred income tax liability		11		43,550		46,535
				97,951		97,720
Commitments and contingencies		13
Invested equity
Owner’s net investment				187,956		204,139
Accumulated other comprehensive income		15		13,072		5,468
				201,028		209,607
				298,979		307,327

The accompanying notes are an integral part of these combined financial statements.

F-556

Dopaco

Combined Statements of Earnings

	Note			For the 126-Day Period Ended May 1, 2011 $		For the Year  Ended December 26, 2010 $		For the Year  Ended December 27, 2009 $
				(In thousands of US dollars)
Sales					152,510		456,211		449,351
Cost of sales and expenses
Cost of sales
— Third parties					118,589		349,439		344,215
— Related parties		16			14,153		41,225		44,740
Selling and administrative expenses
— Third parties					14,260		32,000		32,788
— Related parties		16			140		599		627
Other operating expenses (net)		13	(b)		50		7,183		759
					147,192		430,446		423,129
Operating income					5,318		25,765		26,222
Interest income					22		41		140
Foreign exchange gain					134		394		982
					156		435		1,122
Earnings before income taxes					5,474		26,200		27,344
Provision for income taxes		11			516		659		3,658
Share of results of significantly influenced company		17			121		571		207
Net earnings for the period					5,079		26,112		23,893

The accompanying notes are an integral part of these combined financial statements.

F-557

Dopaco

Combined Statements of Comprehensive Income

	Note			For the 126-Day Period Ended May 1, 2011 $		For the Year  Ended December 26, 2010 $		For the Year  Ended December 27, 2009 $
				(In thousands of US dollars)
Net earnings for the period					5,079		26,112		23,893
Change in foreign currency translation adjustment of foreign operations					6,556		3,091		9,943
Actuarial gain on employee future benefits, net of taxes		12	(e)		1,048		258		2,991
Other comprehensive income					7,604		3,349		12,934
Comprehensive income for the period					12,683		29,461		36,827

The accompanying notes are an integral part of these combined financial statements.

F-558

Dopaco

Combined Statements of Invested Equity

	Owner’s  net investment $			Accumulated other comprehensive income (loss) $			Total invested equity $
	(In thousands of US dollars)
Balance — December 28, 2008		220,681			(10,815	)		209,866
Net earnings for the year		23,893			—			23,893
Net transfer to Owner		(33,337	)		—			(33,337	)
Other comprehensive income		—			12,934			12,934
Balance — December 27, 2009		211,237			2,119			213,356
Net earnings for the year		26,112			—			26,112
Net transfer to Owner		(33,210	)		—			(33,210	)
Other comprehensive income		—			3,349			3,349
Balance — December 26, 2010		204,139			5,468			209,607
Net earnings for the period		5,079			—			5,079
Net transfer to Owner		(21,262	)		—			(21,262	)
Other comprehensive income		—			7,604			7,604
Balance — May 1, 2011		187,956			13,072			201,028

The accompanying notes are an integral part of these combined financial statements.

F-559

Dopaco

Combined Statements of Cash Flows

	For the 126-Day Period Ended May 1, 2011 $			For the Year  Ended December 26, 2010 $			For the Year  Ended December 27, 2009 $
	(In thousands of US dollars)
Operating activities
Net earnings for the period		5,079			26,112			23,893
Adjustments to reconcile net earnings to cash flows from operations
Depreciation and amortization		8,021			23,613			21,767
Share of results of significantly influenced company		(121	)		(571	)		(207	)
Deferred income taxes		(6,170	)		(6,043	)		524
Other		3,222			1,555			(2,967	)
Changes in current assets and liabilities
Receivables		1,349			(3,264	)		694
Inventories		6,499			(1,121	)		7,688
Prepaid expenses		(467	)		(398	)		1,655
Income taxes		358			558			367
Accounts payable and accrued liabilities
— Third parties		65			2,624			2,066
— Related parties		555			(208	)		(233	)
Net cash provided by operations		18,390			42,857			55,247
Investing activities
Additions to property, plant and equipment		(1,532	)		(12,252	)		(27,556	)
Other		145			596			464
Net cash used in investing activities		(1,387	)		(11,656	)		(27,092	)
Financing activities
Net transfer to Owner		(17,002	)		(31,206	)		(28,069	)
Net cash used in financing activities		(17,002	)		(31,206	)		(28,069	)
Net change in cash		1			(5	)		86
Cash — Beginning of period		28			33			(53	)
Cash — End of period		29			28			33
Supplemental disclosure
Income taxes received		—			—			388

The accompanying notes are an integral part of these combined financial statements.

F-560

Dopaco

Notes to combined financial statements

May 1, 2011, December 26, 2010 and December 27, 2009

(In thousands of US dollars)

1    Nature of activities

Description of business

On May 2, 2011, Cascades Inc., through its wholly owned subsidiary Cascades USA Inc. (“Cascades USA”), (together, the “Owner”) completed the sale of Dopaco Inc. and Dopaco Canada Inc. (together “Dopaco”) to Reynolds Group Holdings Limited. Dopaco manufactures and supplies packaging, including cups and lids, for the quick service restaurant and food service industries in North America. These combined financial statements have been prepared in connection with this sale, and present the carve-out historical combined financial position, results of operations and cash flows of Dopaco as if it operated on a stand-alone basis subject to the Owner’s control.

Dopaco ceased to be a guarantor of the Owner’s external Senior Notes and credit facility on May 2, 2011.

Period-end date

Dopaco uses a 52- or 53-week fiscal year with the year-end date being the last Sunday of December of each year. In the context of the sale of Dopaco described above, Dopaco prepared these combined financial statements for the 126-day period from December 27, 2010 to May 1, 2011, with comparative combined financial statements for the fiscal years ended December 26, 2010 and December 27, 2009, which are both 52-week periods. Those periods are referred to as 2011, 2010 and 2009, respectively.

Basis of presentation

Dopaco’s combined financial statements are presented using accounting principles generally accepted in the United States of America (“US GAAP”). Dopaco has elected to use the US dollar as its reporting currency. Management believes the assumptions underlying the combined financial statements, including the allocations described below, are reasonable. However, the combined financial statements may not necessarily reflect Dopaco’s combined results of operations, financial position and cash flows in the future or what its results on operations, financial position and cash flows would have been had Dopaco been a stand-alone entity during the periods presented.

As these combined financial statements represent the combination of two separate legal entities wholly owned by Cascades USA, the net assets of Dopaco have been presented as Owner’s net investment. The Owner’s net investment in Dopaco is primarily composed of (i) the initial investment to establish the net assets (and any subsequent adjustments thereto); (ii) the accumulated net earnings; (iii) net transfers to or from the Owner, including those related to cash management functions performed by the Owner; (iv) non-cash changes in financing arrangements, including the conversion of certain related party liabilities into Owner’s net investment; (v) corporate cost allocations; and (vi) changes in certain income tax liabilities or assets.

The effects of the initial acquisition of Dopaco by the Owner and the subsequent adjustments to the carve-out basis of accounting applied to Dopaco were recorded in accordance with the United States Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) Topic 5J, “Push Down Basis of Accounting Required in Certain Limited Circumstances”, which was codified into ASC Topic 805. Accordingly, in the accompanying May 1, 2011 and December 26, 2010 combined balance sheets, the portion of the total consideration and related costs paid by the Owner in connection with its acquisition of, and attributable to, Dopaco have been pushed down to Dopaco and allocated to the assets acquired and liabilities assumed at the date of acquisition in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”.

F-561

Dopaco

Notes to combined financial statements (Continued)

1    Nature of activities (continued)

Allocations from Owner

In addition to the carve-out of businesses and entities comprising the operations and the net assets of Dopaco, these combined financial statements also include allocations of certain Owner’s expenses, with corresponding amounts included in the combined balance sheets within Owner’s net investment. Allocated items are described below.

The expenses allocated represent management’s best estimates and are not necessarily indicative of the expenses that would have been incurred had Dopaco performed these functions as a stand-alone entity, nor are they indicative of expenses that will be charged or incurred in the future. It is not practicable to estimate the amount of expenses Dopaco would have incurred for the periods presented had it not been an affiliated entity of the Owner in each of those periods.

General corporate expenses

The Owner has allocated certain of its general corporate expenses to Dopaco based on services provided by the Owner which include fees relating to the audit and the preparation of tax returns and insurance. The general corporate expense allocations are included in selling and administrative expenses — Related parties in Dopaco’s combined statements of earnings.

Income taxes

Income taxes are calculated as if all of Dopaco’s operations had been separate tax-paying legal entities, each filing a separate tax return in its local tax jurisdiction. Dopaco’s income tax amounts currently payable or receivable by it are included in Owner’s net investment, because the net liabilities (receivables) for the taxes due (refundable) are recorded in the financial statements of the Owner’s non-group entities that file the combined tax returns, except for Canadian operations which file a separate tax return. As a result of the aforementioned structure, substantially all of Dopaco’s income tax liabilities (refunds) are also paid (collected) by the Owner’s various non-group entities. These net changes in income tax amounts currently payable or receivable are included in net cash transfers (to) from Owner in the accompanying combined financial statements. No adjustments have been made in these carve-out financial statements to eliminate a tax structure that was put in place during the period of the historical financial statements, as more fully described in note 11.

Cash management

Cash in the combined balance sheets comprises the cash of Dopaco’s businesses. None of the Owner’s cash and cash equivalents has been allocated to Dopaco in the combined financial statements.

2    Significant accounting policies

Basis of combination

The combined financial statements include the accounts of Dopaco and its investment in a joint venture accounted for using the equity method. Under the equity method, the investment is recorded at initial cost and adjusted periodically to recognize Dopaco’s proportionate share of the investee’s net earnings or losses, additional contributions and advances made and dividends received. Dopaco also identifies variable interest entities in which it has an interest and determines whether it is the primary beneficiary of such entities. If Dopaco is the primary beneficiary of the variable interest entities identified, those entities are combined. A variable interest entity is defined as an entity in which the equity’s investment at risk is not sufficient to permit the entity

F-562

Dopaco

Notes to combined financial statements (Continued)

2    Significant accounting policies (continued)

to finance its activities without external financial support, or the equity investors at risk lack decision-making powers, do not absorb the expected losses, or do not receive the expected residual returns.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and disclosure of contingencies at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. On a regular basis and with the information available, management reviews its estimates, including those related to environmental costs, employee future benefits, collectibility of receivables, inventory valuations, profit sharing and management bonuses, contingencies, income taxes and related valuation allowance, useful life of long-lived assets and impairment of long-lived assets and goodwill. Actual results could differ from those estimates. When adjustments become necessary, they are reported in earnings in the period in which they are known.

Revenue recognition

Dopaco recognizes its sales, which consist of product sales, when persuasive evidence of an arrangement exists, the goods are shipped, the significant risks and benefits of ownership are transferred, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured.

Shipping costs

Amounts charged to customers related to shipping are included in sales and the related shipping costs are recorded in cost of sales.

Cash

Cash includes cash on hand, bank balances and bank overdraft.

Receivables

Receivables are recorded at cost net of a provision for allowance for doubtful accounts that is based on expected collectibility. The allowance for doubtful accounts represents management’s best estimate of probable losses inherent in the third party trade receivables balance. Management determines the allowance based on known uncollectible accounts, historical experience and other currently available evidence.

Inventories

Inventories of finished goods and work in process are valued at the lower of the first-in, first-out method and net realizable value. Cost of finished goods and work in process included material, labour and manufacturing overhead costs. Inventories of raw materials and supplies are valued at the lower of cost and net realizable value. Cost of raw materials and supplies is determined using the first-in, first-out method.

Property, plant and equipment and depreciation

Property, plant and equipment are recorded at cost less accumulated depreciation and impairments, including interest incurred during the construction period of certain property, plant and equipment. Depreciation is calculated on a straight-line basis over periods varying from 20 to 25 years for buildings and 5 to 18 years for machinery and equipment, and over periods of 3 years for computer equipment, determined according to the estimated useful life of each class of property, plant and equipment. Planned major maintenance is expensed as incurred.

F-563

Dopaco

Notes to combined financial statements (Continued)

2    Significant accounting policies (continued)

Leasehold improvements are depreciated on a straight-line basis over the shorter of the life of the respective leased asset or the term of the lease, which varies from 5 to 15 years.

Customer relationships and client lists

Customer relationships and client lists are recorded at cost less accumulated amortization and impairments, and are amortized on a straight-line basis over a period of 30 years.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the asset may not be recoverable, as measured by comparing their net book value to the estimated undiscounted future cash flows generated by their use. Impaired assets are recorded at fair value, determined principally using discounted future cash flows expected from their use and eventual disposal.

Goodwill

Goodwill is tested for impairment at each year-end, or more frequently if events or circumstances indicate that the asset may be impaired. Dopaco evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value including goodwill. In the event that the fair value of the reporting unit is less than its book value, a second step is performed which compares the fair value of the reporting unit’s goodwill to the book value of its goodwill. The fair value of goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of such reporting unit. If the fair value of goodwill is less than its book value, the difference is recognized as an impairment.

Employee future benefits

Dopaco offers funded and unfunded defined benefit pension plans, defined contribution pension plans and group registered retirement savings plans that provide retirement benefit payments for most of its employees. The defined benefit pension plans are non-contributory and are based on the number of years of service. Dopaco also offers a post-retirement health benefits plan to one of its executives, which is referred to as other benefit plan. Those plans are managed separately from those of the Owner.

The cost of post-retirement health benefits is actuarially determined using the projected unit credit cost method.

The cost of pensions earned by employees is actuarially determined using the projected benefit method pro-rated on years of service and management’s best estimate of expected plan investment performance and retirement ages of employees. The accrued benefit obligation is evaluated using the market interest rate at the evaluation date.

For the purpose of calculating the expected return on plan assets, those assets are valued at fair value. Past service costs arising from a plan amendment are amortized on a straight-line basis over the average remaining service period of the group of employees active at the date of amendment. The excess of the net actuarial gain or loss over the greater of (a) 10% of the accrued benefit obligation at the beginning of the year and (b) 10% of the fair value of plan assets at the beginning of the year is amortized over the average remaining service period of active employees, which may vary from 14 to 22 years (weighted average of 14 years) in 2011 depending on the plan (2010 — 4 to 22 years (weighted average of 12 years)).

When restructuring a plan results in a curtailment and a settlement occurring at the same time, the curtailment is accounted for before the settlement.

F-564

Dopaco

Notes to combined financial statements (Continued)

2    Significant accounting policies (continued)

The measurement date of the defined benefit pension plans is April 1 of each year, which has been extrapolated to May 1, 2011. An actuarial evaluation is performed at least every three years. Based on the pension plan liability balance, all of the plans were evaluated on May 1, 2011. The post-retirement health benefits plan was evaluated on May 1, 2011.

The net periodic benefit cost includes the following:

• The cost of pension and post-retirement benefits provided in exchange for employees’ services rendered during the period;

• The interest cost of pension and post-retirement obligations;

• The expected long-term return on pension fund assets based on a market value of pension fund assets;

• Gains or losses on settlements and curtailments;

• The straight-line amortization of past service costs and plan amendments over the average remaining service period of approximately 12 years of the active employee group covered by the plans; and

• The amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or market value of plan assets at the beginning of the year over the average remaining service period of approximately 12 years of the active employee group covered by the plans.

Income taxes

Dopaco uses the asset and liability approach for accounting for income taxes (also refer to Allocations from Owner — Income taxes in note 1). Under this approach, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary assets and liabilities and their respective tax bases. This approach also requires the recognition of deferred differences between the financial statement carrying amounts of existing tax assets for operating loss carryforwards and tax credit carryforwards.

The effect on deferred tax assets and liabilities of a change in tax rates and laws is recognized in earnings in the period that includes the enactment date. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the deferred tax liabilities or assets are expected to be recovered or settled. Dopaco records a valuation allowance on deferred tax assets when it is not more likely than not that the assets will be realized.

Investment tax credits are accounted for as a reduction in income tax expense. Accrued interest and penalties related to unrecognized tax benefits are recognized as part of Dopaco’s provision for income taxes.

Environmental and legal claims

Costs associated with environmental and other litigation are accrued when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures, if any, are discounted to their present value when the amount and timing of expected cash payments are reliably determinable.

Foreign currency translation

Foreign currency transactions

Transactions denominated in currencies other than Dopaco’s measurement currency are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Unrealized gains and losses on translation of other monetary assets and liabilities are reflected in the determination of net earnings for the year.

F-565

Dopaco

Notes to combined financial statements (Continued)

2    Significant accounting policies (continued)

Foreign operations

The functional currency of Dopaco’s foreign operations is generally the local currency. The assets and liabilities of those foreign operations are translated into US dollars at the year-end exchange rates. Revenues and expenses are translated at the average exchange rates for the year. Translations gains and losses are recorded as a component of invested equity, in accumulated other comprehensive income.

3    New accounting standards

Adopted in 2011

In January 2010, the FASB issued an update of ASC 820-10, “Fair Value Measurements and Disclosures — Overall”, (formerly FAS 157, “Fair Value Measurements”) to add two new disclosures:

• transfers in and out of Level 1 and 2 measurements and the reasons for the transfers; and

• a gross presentation of activity within the Level 3 roll-forward.

The updated ASC also includes clarifications to existing disclosure requirements on the level of disaggregation and disclosures regarding inputs and valuation techniques. These modifications are effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll-forward activity in Level 3 fair value measurements. Those disclosures are effective for interim and annual periods beginning after December 15, 2010. Dopaco adopted the update of ASC 820-10 on December 27, 2010. The adoption of this ASC did not have an impact on Dopaco’s financial position or results of operations.

In October 2009, the FASB issued ASC 605-25, “Multiple Element Arrangements”, for arrangements with multiple deliverables under which a company is required to use its best estimate of selling price for the deliverables in an arrangement when vendor specific objective evidence or third party evidence of the selling price is not available. In addition, the residual method of allocating arrangement consideration will no longer be permitted. Under the new guidance, non-software components of tangible products and certain software components of tangible products have been removed from the scope of existing software revenue recognition guidance. Revenue for those products will be recognized in a manner similar to revenue for other tangible products. The new guidance, including the requirement for expanded qualitative and quantitative disclosures, is effective prospectively for fiscal years beginning on or after June 15, 2010, which for Dopaco is December 27, 2010. Dopaco adopted ASC 605-25 on December 27, 2010. The adoption of this ASC did not have an impact on Dopaco’s financial position or results of operations.

4    Receivables

	2011 $		2010 $
Trade receivables		30,560		32,863
Other accounts receivable		2,462		1,056
		33,022		33,919

As of May 1, 2011 and December 26, 2010, the provision for allowance for doubtful accounts is nil.

F-566

Dopaco

Notes to combined financial statements (Continued)

5    Inventories

	2011 $		2010 $
Raw materials and supplies		13,775		16,906
Work in process		17,125		17,040
Finished goods		23,134		26,060
		54,034		60,006

6    Property, plant and equipment

		2011
	Cost $		Accumulated depreciation $		Net $
Buildings and leasehold improvements		14,049		7,496		6,553
Machinery and equipment		369,875		228,840		141,035
Computer equipment		14,347		12,643		1,704
Assets under construction		2,885		—		2,885
		401,156		248,979		152,177

		2010
	Cost $		Accumulated depreciation $		Net $
Buildings and leasehold improvements		13,465		7,046		6,419
Machinery and equipment		366,097		220,759		145,338
Computer equipment		14,081		12,387		1,694
Assets under construction		4,176		—		4,176
		397,819		240,192		157,627

Depreciation of property, plant and equipment amounted to $7,798 for the 126-day period ended May 1, 2011 (2010 — $22,946; 2009 — $21,100).

7    Customer relationships and client lists

	Cost $		Accumulated amortization $		Net $
Balance — December 27, 2009		20,000		3,335		16,665
Amortization		—		667		667
Balance — December 26, 2010		20,000		4,002		15,998
Amortization		—		223		223
Balance — May 1, 2011		20,000		4,225		15,775

Amortization of customer relationships and client lists amounted to $223 for the 126-day period ended May 1, 2011 (2010 — $667; 2009 — $667). The estimated aggregate amount of amortization expense for customer relationships and client lists is $444 for the 238-day period ending December 25, 2011 and $667 in each of the next five years thereafter.

F-567

Dopaco

Notes to combined financial statements (Continued)

8    Goodwill

	2011 $		2010 $
Balance — Beginning of period		20,066		19,921
Foreign currency translation		305		145
Balance — End of period		20,371		20,066

9    Accounts payable and accrued liabilities

	Note			2011 $		2010 $
Third parties					13,896		11,622
Wages and withholdings					1,395		1,042
Management bonus					1,625		2,435
Profit sharing					844		2,649
Worker’s compensation					3,320		3,774
Vacation					2,770		2,652
Legal claims		13	(b)		7,240		7,240
Other					4,316		3,617
					35,406		35,031
Related parties					2,644		2,089
					38,050		37,120

10    Other long-term liabilities

	Note			2011 $		2010 $
Employee future benefits		12	(b)		15,317		13,466
Other					238		222
					15,555		13,688
Less: Current portion, included in accounts payable and accrued liabilities					182		182
					15,373		13,506

11    Income taxes

a)  The components of Dopaco’s earnings before income taxes by taxing jurisdiction are as follows:

	2011 $		2010 $		2009 $
United States		1,454		13,315		17,263
Canada		4,020		12,885		10,081
		5,474		26,200		27,344

F-568

Dopaco

Notes to combined financial statements (Continued)

11    Income taxes (continued)

b)  The provision for (recovery of) income taxes by taxing jurisdiction is as follows:

	2011 $			2010 $			2009 $
Current
United States		6,328			6,144			3,134
Canada		358			558			—
		6,686			6,702			3,134
Deferred
United States		(6,701	)		(4,766	)		2,753
Canada		531			(1,277	)		(2,229	)
		(6,170	)		(6,043	)		524
		516			659			3,658

c)  The provision for income taxes based on the effective income tax rate differs from the provision for income taxes based on the combined basic rate for the following reasons:

	2011 $			2010 $			2009 $
Provision for income taxes based on statutory federal and state income tax rate in the United States		2,015			9,618			10,038
Reconciling items
Difference in statutory income tax rate of foreign operations		(407	)		(1,209	)		(1,017	)
Non-taxable dividend from the Owner*		—			(4,166	)		(4,922	)
Investment tax credit		(200	)		(2,727	)		—
Other permanent differences		(511	)		(765	)		(114	)
Change in valuation allowance		(179	)		—			—
Other		(202	)		(92	)		(327	)
Provision for income taxes		516			659			3,658

* Dopaco Canada Inc. entered into a tax structure with its Owner whereby Dopaco Canada Inc. incurred tax deductible interest expense on a note due from the Owner and received non-taxable dividends on preferred shares issued by the Owner. Both the note payable to the Owner and the investment in preferred shares are included in Owner’s net investment. Effective August 5, 2010, the tax structure was dismantled.

F-569

Dopaco

Notes to combined financial statements (Continued)

11    Income taxes (continued)

d)  Deferred income taxes include the following items:

	2011 $		2010 $
Deferred income tax assets
Tax benefit arising from income tax losses		4,426		5,231
Provision		11,236		7,101
Other		768		666
		16,430		12,998
Deferred income tax liabilities
Property, plant and equipment		36,861		39,624
Customer relationships and client lists		6,578		6,635
Other		111		276
		43,550		46,535
Deferred income taxes
Deferred income tax asset — Short-term		5,354		5,740
Deferred income tax asset — Long-term		11,076		7,258
Deferred income tax liability — Long-term		43,550		46,535
		27,120		33,537

e)  As of May 1, 2011, Dopaco has accumulated losses in Canada for income tax purposes amounting to $16,752, which may be carried forward to reduce income taxes in future years. The tax benefit arising from these losses amounted to $4,426 and has been recognized as a deferred income tax asset. Income tax losses as of May 1, 2011 are detailed as follows:

	$
Years ending December 2028		735
2029		2,551
2030		1,140
		4,426

F-570

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits

a)  Total expense recognized in the Group’s combined statement of earnings:

	Pension plan $		Other benefits $	Total $
126-day period ended May 1, 2011
Current service cost	526		—	526
Interest cost	438		9	447
Expected return on plan assets	(369	)	—	(369	)
Recognized prior service cost	89		—	89
Recognized actuarial loss	78		—	78
Recognized net transitional obligation	2		—	2
Curtailment*	2,680		—	2,680
Establishment of a post-retirement health benefits plan*	—		663	663
Net periodic benefit cost	3,444		672	4,116
Year ended December 26, 2010
Current service cost	2,116		—	2,116
Interest cost	1,359		—	1,359
Expected return on plan assets	(909	)	—	(909	)
Recognized prior service cost	560		—	560
Recognized actuarial loss	88		—	88
Recognized net transitional obligation	5		—	5
Net periodic benefit cost	3,219		—	3,219
Year ended December 27, 2009
Current service cost	2,964		—	2,964
Interest cost	1,251		—	1,251
Expected return on plan assets	(713	)	—	(713	)
Recognized prior service cost	561		—	561
Recognized actuarial loss	483		—	483
Recognized net transitional obligation	5		—	5
Settlement**	721		—	721
Net periodic benefit cost	5,272		—	5,272

*   On February 1, 2011, Dopaco amended the Supplemental Executive Retirement Plan (“SERP”) of one of its executives. The additional liability recognized at the date of the execution of the amendment was $2,384. The amendment fixes the benefit payable under the SERP to a lump sum of approximately $8,050 on the executive’s date of separation from service. This amount is part of the accrued benefit obligation presented in note 12 b). A curtailment charge of $2,680 was recognized following the amendment, from which an amount of $296 was reclassified from accumulated other comprehensive income. In addition to the amendment described above, on February 1, 2011, Dopaco entered into an agreement to provide a post-retirement health benefits plan to one of its executives. An expense of $663 was recognized at the inception of this plan.

**   In 2009, Dopaco paid an amount of $4,000 to one of its executives as a partial settlement of its unfunded defined benefit pension plan. A net loss of $721 was recognized following this payment.

F-571

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

Total cash payments for employee future benefits for 2011, consisting of cash contributed by Dopaco to its defined benefit pension plans and other benefit plan, amounted to $695 (2010 — $1,504; 2009 — $5,779). Estimated cash payments for the defined benefit pension plans and other benefit plan total $1,527 for the 238-day period ending December 25, 2011.

b)  The funded status of the defined benefit pension plans and other benefit plan as of May 1, 2011 and December 26, 2010 are as follows:

	Note			Pension plan $			Other benefits $		Total $
126-day period ended May 1, 2011
Accrued benefit obligation
Beginning of period					29,180			—		29,180
Current service cost					526			—		526
Interest cost					438			9		447
Actuarial losses					(623	)		—		(623	)
Benefits paid					(178	)		—		(178	)
Establishment of a post-retirement health benefits plan					—			663		663
Settlement		12	(a)		2,384			—		2,384
Other					60			—		60
End of period					31,787			672		32,459
Plan assets
Beginning of period					15,714			—		15,714
Actual return on plan assets					977			—		977
Employer’s contributions					695			—		695
Benefits paid					(179	)		—		(179	)
Other					66			—		66
End of period					17,273			—		17,273
Year ended December 26, 2010
Accrued benefit obligation
Beginning of year					25,292			—		25,292
Current service cost					2,116			—		2,116
Interest cost					1,359			—		1,359
Actuarial gains					904			—		904
Benefits paid					(608	)		—		(608	)
Prior service cost					80			—		80
Other					37			—		37
End of year					29,180			—		29,180
Plan assets
Beginning of year					13,051			—		13,051
Actual return on plan assets					1,732			—		1,732
Employer’s contributions					1,504			—		1,504
Benefits paid					(608	)		—		(608	)
Other					35			—		35
End of year					15,714			—		15,714

F-572

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

	2011 $			2010 $
Reconciliation of amounts recognized in combined balance sheets
Fair value of plan assets		17,273			15,714
Accrued benefit obligation		32,459			29,180
Funded status of plan — Deficit		(15,186	)		(13,466	)
Pension plan asset		131			—
Pension plan liability — Current		(182	)		(182	)
Pension plan liability — Long-term		(14,463	)		(13,284	)
Other benefits liability — Long-term		(672	)		—
		(15,317	)		(13,466	)
Net amount recognized		(15,186	)		(13,466	)

c)  The following amounts relate to plans that are not fully funded as of May 1, 2011 and December 26, 2010:

	Pension plan $			Other benefits $			Total $
126-day period ended May 1, 2011
Fair value of plan assets		16,175			—			16,175
Accrued benefit obligation		30,820			672			31,492
Funded deficit		(14,645	)		(672	)		(15,317	)
Year ended December 26, 2010
Fair value of plan assets		15,714			—			15,714
Accrued benefit obligation		29,180			—			29,180
Funded deficit		(13,466	)		—			(13,466	)

F-573

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

d)  The following table presents the amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive income:

	Pension plan* $
126-day period ended May 1, 2011
Transition obligation		(26	)
Prior service cost		(1,536	)
Accumulated loss		(4,151	)
Income taxes		2,159
Accumulated other comprehensive loss		(3,554	)
Year ended December 26, 2010
Transition obligation		(28	)
Prior service cost		(2,731	)
Accumulated loss		(4,678	)
Income taxes		2,835
Accumulated other comprehensive loss		(4,602	)

* Consists solely of amounts relating to the pension plan as no amounts are recognized in accumulated other comprehensive income for other benefits

F-574

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

e)  The following table presents the amounts included in other comprehensive income:

	Pension plan* $
126-day period ended May 1, 2011
Prior service cost		—
Recognized prior service cost		89
Net gain		1,259
Recognized net actuarial loss		78
Recognized net transition obligation		2
Recognized prior service cost in curtailment charge		1,106
Recognized net actuarial loss in curtailment charge		(810	)
Income taxes		(676	)
Net amount recognized in other comprehensive income		1,048
Year ended December 26, 2010
Prior service cost		(88	)
Recognized prior service cost		560
Net loss		(89	)
Recognized net actuarial loss		88
Recognized net transition obligation		5
Income taxes		(218	)
Net amount recognized in other comprehensive income		258
Year ended December 27, 2009
Prior service cost		(20	)
Recognized prior service cost		561
Net gain		3,183
Recognized net actuarial loss		1,204
Recognized net transition obligation		5
Income taxes		(1,942	)
Net amount recognized in other comprehensive income		2,991

* Consists solely of amounts relating to the pension plan as no amounts are recognized in accumulated other comprehensive income for other benefits

The estimated amounts for pension plans which will be amortized from accumulated other comprehensive income into net periodic benefit cost for the 238-day period ending December 25, 2011:

	$
Transition obligation		3
Prior service cost		(117	)
Accumulated loss		(167	)
		(281	)

F-575

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

f)  The main actuarial assumptions adopted in measuring the accrued benefit obligation of the pension plans and other benefit plan and expenses are as follows:

	2011 %		2010 %		2009 %
Accrued benefit obligation as of May 1, 2011, December 26, 2010 and December 27, 2009
Pension plan discount rate		5.59		5.00		5.50
Other benefits discount rate		5.50
Benefit costs for the periods
Pension expense discount rate		5.90		4.67		4.51
Other benefits expense discount rate		5.50
Expected long-term return on assets		7.00		7.00		7.00
Rate increase in health care costs		10.00		n/a		n/a
Cost trend rates decline to		5.50		n/a		n/a
Year the rate should stabilize		2016		n/a		n/a

Discount rate for Canadian plans in 2011 is 6.10% based on a model using a spot rate yield curve developed from bond yield data for AA corporate bonds provided with an adjustment to disregard yields provided for 25-year and 30-year maturities.

Discount rate for US pension and other benefit plans in 2011 is 5.50% and has been based on applying the projected benefit streams for the Dopaco plans to the Citigroup Pension Liability Index.

Dopaco used 7.00% in 2011 as the expected return on pension plan assets, which reflects the current view of long-term investment returns. This rate was determined based on historical returns.

g)  Assumed rate increases in health care costs have a significant effect on the amounts reported for the health care plans. A 1% change in assumed health care cost trend rates would have the following effects for 2011:

	Increase of 1%		Decrease of 1%
Current service costs and interest cost		2		(2	)
Accrued benefit obligation — End of year		149		(122	)

h)  The pension plan assets allocation and investment target allocation as of May 1, 2011 and December 26, 2010 are detailed as follows:

	2011 %		2010 %
Pension plan assets allocation
Debt securities		40		37
Equity securities		60		63
		100		100

F-576

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

The pension plan assets do not include shares or debt securities of the Owner. There are no annual benefit annuities pledged by insurance contracts established by Dopaco or the Owner.

	2011 %		2010 %
Investment target allocation
Debt securities		35		35
Equity securities		65		65
		100		100

Target allocation is established so as to maximize return while considering an acceptable level of risk in order to meet the plan obligations on a long-term basis.

Investment objectives for the pension plan assets are the following: optimizing return while considering an acceptable level of risk, maintaining an adequate diversification, controlling the risk according to different asset categories, and maintaining a long-term objective of return on investments.

Investment guidance is established for each investment manager. It includes parameters that must be followed by managers and presents criteria for diversification, non-eligible assets and minimum quality of investments as well as for return objectives. Unless indicated otherwise, the managers cannot use any derivative product or invest more than 10% of their assets in one particular security.

i)  Fair value measurement

Level 1 — Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that Dopaco has the ability to access.

Level 2 — Inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs are unobservable inputs for the asset or liability which one typically based on an entity’s own assumptions, as there is little, if any, related market activity.

As of May 1, 2011 and December 26, 2010, the pension investments measured at fair value were as follows:

	2011
	Level 1 $		Level 2 $		Level 3 $		Total $
Assets
Short-term securities		119		—		—		119
Fixed income		6,324		—		—		6,324
Equities		9,733		1,097		—		10,830
		16,176		1,097		—		17,273

F-577

Dopaco

Notes to combined financial statements (Continued)

12    Employee future benefits (continued)

	2010
	Level 1 $		Level 2 $		Level 3 $		Total $
Assets
Short-term securities		60		—		—		60
Fixed income		5,392		—		—		5,392
Equities		9,314		948		—		10,262
		14,766		948		—		15,714

j)  Estimated future benefit payments

Future benefit payments for defined benefit pension plans and other benefit plan, taking into consideration future participation, are estimated as follows:

	Funded pension plans $		Unfunded pension plans $		Other benefit plan $
238-day period ending December 25, 2011		320		121		—
Years ending December 2012		540		182		3
2013		603		182		7
2014		663		182		16
2015		736		182		20
2016 — 2020		4,767		908		220

k)  Defined contribution plans

Dopaco has a 401(k) savings and profit-sharing plan and group registered retirement savings plans covering substantially all non-union employees. Contributions to the 401(k) and group registered retirement savings plans are based on Dopaco matching, at a specified percentage, employee contributions which approximated $314, $902 and $856 for the 126-day period ended May 1, 2011 and for the years ended December 26, 2010 and December 27, 2009, respectively. The profit-sharing portion of the plan is determined at the discretion of Dopaco’s Board of Directors and amounted to $831 as of May 1, 2011 (December 26, 2010 — $2,639; December 27, 2009 — $2,381).

13    Commitments and contingencies

a)  Future minimum payments under non-cancellable operating leases are as follows:

	Buildings $		Equipment $
238-day period ending December 25, 2011		4,219		766
Years ending December 2012		7,260		186
2013		5,848		118
2014		5,843		105
2015		5,344		24
2016		2,871		5
Thereafter		6,006		—

F-578

Dopaco

Notes to combined financial statements (Continued)

13    Commitments and contingencies (continued)

	2011 $		2010 $		2009 $
Rental expense on operating leases, including rent of buildings		2,744		8,526		8,410

b)  At the end of 2010, Dopaco defended a claim in a California state court alleging violations of that state’s on-duty meal-break laws. Dopaco recognized $7,240 in settlement costs in 2010, representing the amounts due under the preliminary settlement agreement reached in January 2011. On April 12, 2011, the preliminary settlement was approved by the court. As such, Dopaco does not anticipate that the outcome will differ substantially from the initial estimate or have a material adverse effect on its financial position or long-term results of operations or cash flows.

Dopaco ceased to be liable for this claim on May 2, 2011 as this liability remains with the Owner.

c)  In 2006, Dopaco was notified by the Newark Group, the owner of a site a portion of which was leased by Dopaco between 1981 and 1988 in Stockton, California, that the site was contaminated with toluene, a solvent and constituent of printing ink. The Newark Group filed a Resource Conservation and Recovery Act lawsuit against Dopaco in the United States District Court, Eastern District of California, in November 2008 seeking to order Dopaco to remediate the property and assume all future liability for the contamination. In 2010, the Court ruled on two matters, one denying the Newark Group’s Motion for a Partial Summary Judgment against Dopaco and second, allowing for the expansion of the Newark Group’s claim against Dopaco to include methane contamination. Dopaco has multiple defenses and intends to vigorously contest the claim. Therefore, no provision has been established on Dopaco’s books as of May 1, 2011, and management believes that the outcome will not have a material adverse effect on Dopaco’s financial position, results of operations or cash flows.

Dopaco ceased to be liable for this claim on May 2, 2011 as this liability remains with the Owner.

d)  In the normal course of operations, Dopaco is party to various legal actions and contingencies, mostly related to product liability claims. While the final outcomes with respect to legal actions outstanding as of May 1, 2011 cannot be predicted with certainty, it is management’s opinion that the outcomes will not have a material adverse effect on Dopaco’s financial position, results of operations or cash flows.

14    Financial instruments

Financial risk management

Dopaco’s financial instruments are exposed to certain financial risks, including credit risk, foreign currency risk, price risk, interest rate risk and liquidity risk.

Credit risk

Dopaco is exposed to credit risk on receivables from its customers. In order to reduce this risk, management reviews new customers’ credit histories before granting credit and conducts regular reviews of existing customers’ credit performance.

F-579

Dopaco

Notes to combined financial statements (Continued)

14    Financial instruments (continued)

For the 126-day period ended May 1, 2011 and for the years ended December 26, 2010 and December 27, 2009, Dopaco had three customers which individually exceeded 10% of the combined sales. The sales for those customers were approximately as follows:

	2011 $		2010 $		2009 $
Customer A		35,200		110,000		92,200
Customer B		24,400		72,000		77,000
Customer C		22,200		68,300		62,400
		81,800		250,300		231,600

A significant portion of Dopaco’s sales is to distributors for the 10 largest quick service restaurant chains. As of May 1, 2011 and December 26, 2010, accounts receivable from the three largest distributors accounted for 53% and 56% of total net trade accounts receivable.

Foreign currency risk

Dopaco’s manufacturing operations are located in the United States and Canada but approximately 23% (2010 — 22%; 2009 — 21%) of its sales are made to customers in Canadian dollars. As a result, it is exposed to fluctuations in the foreign exchange rate in Canada and its earnings are affected by increases or decreases in the value of the Canadian dollar relative to the US dollar.

Price risk

Dopaco is exposed to commodity price risk relating to purchases of raw materials. As a result, prices may increase too high for Dopaco to make an operating profit.

Interest rate risk

Dopaco is exposed to interest rate risk arising from fluctuations in interest rates on its cash.

Liquidity risk and capital risk management

Liquidity risk is the risk that Dopaco will not be able to meet its financial obligations as they become due. Dopaco manages its liquidity risk by monitoring its forecasted cash flows, as well as expected investing and financing activities. All of Dopaco’s financial liabilities are due within 90 days. Dopaco does not have long-term financial liabilities.

Dopaco has historically operated as a wholly owned unit of the Owner. As such it does not have any shareholder’s equity but rather maintains a branch account with its parent. The Owner funds all aspects of Dopaco’s capital expenditures. All activities pertaining to cash fundings and borrowings are centralized within the Owner’s treasury department. Direct external funding at the entity level is generally not permitted, and exceptions must be approved by the Owner. Capital and liquidity requirements within Dopaco are funded by the Owner in the form of cash transfers, cash pooling agreements and/or loans. Capital structures of entities within Dopaco are determined in consideration of tax and corporate finance objectives in order to ensure an optimal cost-efficient financial structure for the Owner.

F-580

Dopaco

Notes to combined financial statements (Continued)

14    Financial instruments (continued)

The following are the contractual maturities of financial liabilities:

	As of May 1, 2011
	Carrying amount $		Contractual cash  flows $		Less than one  year $		Between one and two years $		Between two and five years $		More than five years $
Accounts payable and accrued liabilities		38,050		38,050		38,050		—		—		—
Income taxes payable		978		978		978		—		—		—
		39,028		39,028		39,028		—		—		—

	As of December 26, 2010
	Carrying amount $		Contractual cash  flows $		Less than one  year $		Between one and two years $		Between two and five years $		More than five years $
Accounts payable and accrued liabilities		37,120		37,120		37,120		—		—		—
Income taxes payable		559		559		559		—		—		—
		37,679		37,679		37,679		—		—		—

15    Accumulated other comprehensive income

	Note			2011 $			2010 $
Foreign currency translation adjustment					16,626			10,070
Actuarial losses on employee future benefits, net of taxes		12	(d)		(3,554	)		(4,602	)
					13,072			5,468

16    Related party transactions

All of Dopaco’s related party transactions with subsidiaries, divisions and entities of the Owner (herein individually and collectively referred to as the Owner) were agreed to by Dopaco and the Owner.

The following table describes the nature and amounts of related party transactions with the Owner and its joint venture included in Dopaco’s combined financial statements. These translations were concluded in the normal course of business.

	2011 $		2010 $		2009 $
Transactions with the Owner
Purchases		14,153		41,225		44,740
Allocation of corporate expenses		140		599		627
Transactions with joint venture
Sales		49		42		353
Purchases		—		—		429
Balances with the Owner
Accounts payable and accrued liabilities		2,644		2,089		2,297

F-581

Dopaco

Notes to combined financial statements (Continued)

17    Investment in significantly influenced company

The following summarizes financial information about Dopaco’s share of assets, liabilities, sales and net earnings of its joint venture accounted for under the equity method:

	2011 $		2010 $		2009 $
Current assets		1,413		1,341
Long-term assets		1,399		1,496
Current liabilities		455		360
Long-term liabilities		180		262
Sales		2,150		4,923		5,517
Cost of sales		1,508		3,159		3,910
Net earnings		121		571		207

18    Information by operating segment

Dopaco operates in one operating segment.

	2011 $		2010 $		2009 $
Sales
Canada		34,014		102,642		103,292
United States		118,496		353,569		346,059
		152,510		456,211		449,351
Long-lived assets
Canada		15,190		15,087
United States		152,762		158,538
		167,952		173,625
Goodwill
Canada		4,540		4,235
United States		15,831		15,831
		20,371		20,066

19    Subsequent event

Dopaco evaluates subsequent events through the date that its combined financial statements are issued, which is July 8, 2011.

On May 18, 2011, Dopaco sold its interest in Union Packaging LLC, a significantly influenced company accounted for using the equity method in Dopaco’s combined financial statements, for a cash consideration of $2,528, which generated a gain of approximately $351.

20    Comparative figures

Certain comparative figures have been reclassified to conform to the carve-out combined financial statement presentation adopted in the current period. As a result, an amount of $4,772 was reclassified from Owner’s net investment to Deferred income tax liabilities and an amount of $5,740 was reclassified from long-term Deferred income tax asset to short-term Deferred income tax asset.

F-582

Graham Packaging Company Inc.

Interim unaudited condensed financial statements

for the three and six month periods ended June 30, 2011 and June 30, 2010

F-583

Graham Packaging Company Inc.

Condensed consolidated balance sheets

(Unaudited)

	June 30, 2011			December 31, 2010
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	162,059		$	152,964
Accounts receivable, net		315,769			216,368
Inventories		272,330			247,166
Deferred income taxes		30,796			14,616
Prepaid expenses and other current assets		40,545			42,363
Total current assets		821,499			673,477
Property, plant and equipment, net		1,207,593			1,203,142
Intangible assets, net		186,639			195,780
Goodwill		658,255			643,064
Other non-current assets		73,549			91,364
Total assets	$	2,947,535		$	2,806,827
Liabilities and equity (deficit)
Current liabilities:
Current portion of long-term debt	$	31,599		$	34,007
Accounts payable		245,257			142,585
Accrued expenses and other current liabilities		205,897			196,432
Deferred revenue		40,294			32,471
Total current liabilities		523,047			405,495
Long-term debt		2,790,984			2,798,824
Deferred income taxes		41,214			32,428
Other non-current liabilities		113,140			100,804
Commitments and contingent liabilities (see Notes 15 and 16)
Equity (deficit):
Graham Packaging Company Inc. stockholders’ equity (deficit):
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $0.01 par value, 500,000,000 shares authorized, shares issued and outstanding 67,754,824 and 63,311,512		678			633
Additional paid-in capital		466,373			459,422
Retained earnings (deficit)		(992,662	)		(977,318	)
Notes and interest receivable for ownership interests		(5,037	)		(4,838	)
Accumulated other comprehensive income (loss)		188			(22,508	)
Graham Packaging Company Inc. stockholders’ equity (deficit)		(530,460	)		(544,609	)
Noncontrolling interests		9,610			13,885
Equity (deficit)		(520,850	)		(530,724	)
Total liabilities and equity (deficit)	$	2,947,535		$	2,806,827

See accompanying notes to condensed consolidated financial statements.

F-584

Graham Packaging Company Inc.

Condensed consolidated statements of operations

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
		(In thousands, except share and per share data)
Net sales	$	821,238		$	652,832		$	1,577,735		$	1,238,408
Cost of goods sold		696,896			532,234			1,338,307			1,015,492
Gross profit		124,342			120,598			239,428			222,916
Selling, general and administrative expenses		74,738			28,414			114,238			95,941
Asset impairment charges		1,369			554			2,478			2,792
Net (gain) loss on disposal of property, plant and equipment		(795	)		826			(95	)		1,053
Operating income		49,030			90,804			122,807			123,130
Interest expense		53,261			41,891			106,190			87,275
Interest income		(471	)		(178	)		(664	)		(298	)
Net loss on debt extinguishment		—			—			—			2,664
Increase in income tax receivable obligations		7,993			3,600			12,567			4,900
Other expense (income), net		211			349			(424	)		3,212
(Loss) income before income taxes		(11,964	)		45,142			5,138			25,377
Income tax provision		14,640			7,342			23,644			12,088
Net (loss) income		(26,604	)		37,800			(18,506	)		13,289
Net income attributable to noncontrolling interests		1,835			4,264			2,849			1,974
Net (loss) income attributable to Graham Packaging Company Inc. stockholders	$	(28,439	)	$	33,536		$	(21,355	)	$	11,315
Earnings per share:
Net (loss) income attributable to Graham Packaging Company Inc. stockholders per share:
Basic	$	(0.43	)	$	0.54		$	(0.32	)	$	0.20
Diluted	$	(0.43	)	$	0.53		$	(0.32	)	$	0.19
Weighted average shares outstanding:
Basic		66,457,589			62,555,962			65,873,577			57,780,042
Diluted		66,457,589			62,555,962			65,873,577			57,780,042

See accompanying notes to condensed consolidated financial statements.

F-585

Graham Packaging Company Inc.

Condensed consolidated statements of comprehensive income (loss)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	(In thousands)
Net (loss) income	$	(26,604	)	$	37,800		$	(18,506	)	$	13,289
Other comprehensive income (loss):
Changes in fair value of derivatives designated and accounted for as cash flow hedges (net of tax of $0 for all periods presented)		252			—			386			—
Amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements (net of tax of $0 for all periods presented)		—			2,018			—			4,107
Amortization of prior service costs and unrealized actuarial losses included in net periodic benefit costs for pension and post-retirement plans (net of tax provisions of $65 and $130 for the three and six months ended June 30, 2011, respectively, and $9 and $19 for the three and six months ended June 30, 2010, respectively)		396			516			726			859
Foreign currency translation adjustments (net of tax provisions of $2,354 and $2,358 for the three and six months ended June 30, 2011, respectively, and $77 for each of the three and six months ended June 30, 2010)		5,248			(22,850	)		20,548			(24,537	)
Total other comprehensive income (loss)		5,896			(20,316	)		21,660			(19,571	)
Comprehensive (loss) income		(20,708	)		17,484			3,154			(6,282	)
Comprehensive income attributable to noncontrolling interests		2,156			2,406			4,243			206
Comprehensive (loss) income attributable to Graham Packaging Company Inc. stockholders	$	(22,864	)	$	15,078		$	(1,089	)	$	(6,488	)

See accompanying notes to condensed consolidated financial statements.

F-586

Graham Packaging Company Inc.

Condensed consolidated statements of cash flows

(Unaudited)

	Six months ended June 30,
	2011			2010
	(In thousands)
Operating activities:
Net (loss) income	$	(18,506	)	$	13,289
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		104,723			77,645
Amortization of debt issuance fees		2,636			3,184
Accretion of senior unsecured notes		236			238
Net loss on debt extinguishment		—			2,664
Net (gain) loss on disposal of property, plant and equipment		(95	)		1,053
Pension expense		1,500			1,577
Asset impairment charges		2,478			2,792
Unrealized (gain) loss on termination of cash flow hedge accounting		(6,502	)		359
Stock compensation expense		498			656
Equity income from unconsolidated subsidiaries		(34	)		(40	)
Deferred tax provision		14,231			7,263
Increase in income tax receivable obligations		12,567			4,900
Foreign currency transaction (gain) loss		(300	)		507
Interest receivable on loans to owners		(199	)		(151	)
Changes in operating assets and liabilities:
Accounts receivable		(95,345	)		(47,419	)
Inventories		(22,212	)		2,397
Prepaid expenses and other current assets		2,998			20,490
Other non-current assets		(12,434	)		(4,769	)
Accounts payable and accrued expenses		108,536			15,015
Pension contributions		(2,468	)		(2,916	)
Other non-current liabilities		(270	)		468
Net cash provided by operating activities		92,038			99,202
Investing activities:
Cash paid for property, plant and equipment		(80,580	)		(75,937	)
Proceeds from sale of property, plant and equipment		2,004			255
Cash paid for sale of business		(61	)		—
Net cash used in investing activities		(78,637	)		(75,682	)
Financing activities:
Proceeds from issuance of long-term debt		27,072			42,518
Payment of long-term debt		(38,899	)		(240,478	)
Debt issuance fees		(462	)		(648	)
Proceeds from the issuance of common stock, net of underwriting discount of $11.3 million		—			171,055
Payment of other expenses for the issuance of common stock		—			(5,419	)
Proceeds from issuance of ownership interests		6,421			—
Net cash used in financing activities		(5,868	)		(32,972	)
Effect of exchange rate changes on cash and cash equivalents		1,562			(2,244	)
Increase (decrease) in cash and cash equivalents		9,095			(11,696	)
Cash and cash equivalents at beginning of period		152,964			147,808
Cash and cash equivalents at end of period	$	162,059		$	136,112
Supplemental disclosures:
Cash paid for interest, net of amounts capitalized	$	99,953		$	74,401
Cash paid for income taxes (net of refunds)		8,349			9,686
Non-cash investing and financing activities:
Accruals for purchases of property, plant and equipment		18,621			6,051
Accruals for debt issuance fees		1			136
Accruals related to acquisitions		676			—
Accruals for fees related to the initial public offering		—			250

See accompanying notes to condensed consolidated financial statements.

F-587

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited)

1.    Basis of presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) of Graham Packaging Company Inc. (“GPC”), a Delaware corporation (formerly known as BMP/Graham Holdings Corporation), have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. All entities and assets owned by GPC are referred to collectively with GPC as the “Company.” Graham Packaging Holdings Company, a subsidiary which is 96.2% owned by GPC and for which GPC holds 100% of the general partnership interest, is referred to as “Holdings.” Graham Packaging Company, L.P., Holdings’ wholly-owned subsidiary, is referred to as the “Operating Company.” In the opinion of the management of the Company, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the Condensed Consolidated Financial Statements (Unaudited). The Condensed Consolidated Balance Sheet (Unaudited) as of December 31, 2010, is derived from audited financial statements. The Condensed Consolidated Financial Statements (Unaudited) and notes included in this report should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2010. The results of operations for the six months ended June 30, 2011, are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.

Recent accounting pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements, particularly for level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011. The Company is evaluating the impact that the adoption of ASU 2011-04 will have on its financial statements, but does not expect that the adoption will have a material impact.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is evaluating the impact that the adoption of ASU 2011-05 will have on its financial statements, but does not expect that the adoption will have a material impact.

Management has determined that all other recently issued accounting pronouncements will not have a material impact on the Company’s financial statements, or do not apply to the Company’s operations.

Noncontrolling interests

The Company attributes earnings and losses of Holdings to the noncontrolling interests of Holdings based on the noncontrolling interests’ relative unit ownership percentages. Accumulated income attributable to the noncontrolling interests is included in a separate component of equity (deficit).

F-588

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

1.    Basis of presentation (continued)

Subsequent Events

The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements were available to be issued, which the Company considers to be the date of filing with the Securities and Exchange Commission.

2.    Acquisition

Purchase of liquid entities

On September 23, 2010, the Company acquired the Liquid Entities (as defined below) from each of the limited partners (the “Liquid Limited Partners”) of Liquid Container L.P. (currently known as “Graham Packaging LC, L.P.”) (“Liquid L.P.”) and each of the stockholders (the “Stockholders”) of (i) Liquid Container Inc. (“Liquid”), a Delaware corporation, (ii) CPG-L Holdings, Inc. (“CPG”), a Delaware corporation, and (iii) WCK-L Holdings, Inc. (“WCK” and, together with Liquid and CPG, the “Liquid General Partners”), a Delaware corporation. Liquid L.P. and the Liquid General Partners are collectively referred to as the “Liquid Entities.” The Company purchased all the shares from the Stockholders and all of the limited partnership units from the Liquid Limited Partners (collectively, the “Liquid Acquisition”) for approximately $564.3 million, subject to a potential working capital adjustment.

Under the acquisition method of accounting, the results of the acquired operation are included in the financial statements of the Company beginning on September 23, 2010. The Liquid Entities, which employ approximately 1,000 employees, have operations in 13 plants located across the United States.

The Liquid Entities are custom blow molded plastic container manufacturers based in West Chicago, Illinois, that primarily service food and household product categories. In the food product category, the Liquid Entities produce packaging for peanut butter, mayonnaise, coffee, creamer, cooking oil, nuts, instant drink mixes and other food items. The household product category consists of containers for bleach, laundry detergent, spray cleaners, automotive cleaning products, drain cleaners and other consumer-based household products. The Liquid Entities utilize high density polyethylene, polyethylene terephthalate and polypropylene resins to manufacture their containers.

The Liquid Acquisition represents a strategically important acquisition for the Company as it expanded the Company’s customer reach within its existing food and consumer products end markets while providing it with additional technological capabilities and an expansion of its geographical reach. The Liquid Acquisition significantly increased the size and scope of the Company’s operations, particularly in the food product category, and provides the Company with considerable opportunities to convert new products to plastic containers. The Liquid Entities have been a leader in custom blow molded plastic containers used in cold-fill applications and have new hot-fill technologies, which complement the Company’s technologies, and which management believes can help drive new conversions. The Liquid Entities have a similar financial profile to that of the Company, as they use technology to serve their customer base with innovative and cost effective packaging solutions. Management believes the combined purchasing power can yield savings in freight, energy, outside services, leased equipment and miscellaneous raw materials such as packaging, pallets, shrink wrap and spare parts. Additionally, management has eliminated overlapping corporate functions and expenses.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the purchase price and a final valuation of the assets and liabilities, including a final valuation of property, plant and equipment, intangible assets and the impact on taxes of any adjustments to such valuations, all necessary to account for the acquisition in accordance with FASB Accounting Standards Codification (“ASC”) 805, “Business Combinations.” For purposes of allocating the total purchase price, assets acquired and liabilities assumed are

F-589

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

2.    Acquisition (continued)

recorded at their estimated fair values. The initial allocated fair value of assets acquired and liabilities assumed, and subsequent adjustments, are summarized as follows (in thousands):

	As originally presented		Cumulative adjustments			Adjusted balance
Cash	$	1,184	$	—		$	1,184
Accounts receivable		36,858		(144	)		36,714
Inventories		35,029		136			35,165
Prepaid expenses and other current assets		1,247		40			1,287
Total current assets		74,318		32			74,350
Property, plant and equipment		193,186		(11,303	)		181,883
Intangible assets		156,500		(600	)		155,900
Goodwill		201,437		14,140			215,577
Total assets acquired		625,441		2,269			627,710
Less liabilities assumed		61,140		2,269			63,409
Net cost of acquisition	$	564,301	$	—		$	564,301

The adjustments set forth above include an adjustment to goodwill of approximately $6.5 million and $12.1 million for the three and six months ended June 30, 2011, respectively, related primarily to adjustments to fixed assets and the recognition of deferred revenue. The adjustments for the three and six months ended June 30, 2011, and in the aggregate since the acquisition, did not materially impact previously reported results of operations or cash flows. As a result, prior period financial statements have not been retrospectively adjusted.

The allocation set forth above is based on management’s estimate of the fair values using valuation techniques including the income, cost and market approaches. The amount allocated to intangible assets represents the estimated fair values of technologies of $58.2 million, customer relationships of $89.7 million, trade names of $5.0 million and non-compete agreement of $3.0 million. These intangible assets are being amortized on a straight-line basis over weighted-average estimated remaining lives of 11 years, 14 years, 3 years and 2 years for technologies, customer relationships, trade names and non-compete agreement, respectively, reflecting the expected future benefit periods of these intangible assets. Goodwill of $280.3 million is expected to be deductible for tax purposes. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives up to 20 years. The initial purchase price allocations set forth above are based on all information available to the Company at the present time and are subject to change due to additional working capital adjustments and finalization of fair value calculations, and such changes could be material. The goodwill for the Liquid Entities is disclosed within the North American segment in Note 17.

The purchase agreement related to the Liquid Entities contains a stated purchase price of $568.0 million, plus cash on hand, minus certain indebtedness, resulting in a payment by the Company of $564.3 million on September 23, 2010, subject to a potential working capital adjustment. Included in this amount was a payment of $208.2 million to satisfy existing indebtedness of the Liquid Entities, including accrued interest, then outstanding. The Company and the sellers are in the process of finalizing the working capital adjustment and this adjustment could be material.

During the six months ended June 30, 2011, the Company incurred legal, professional and advisory costs directly related to the acquisition totaling $0.3 million. All such costs are included in selling, general and

F-590

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

2.    Acquisition (continued)

administrative expenses on the Condensed Consolidated Statement of Operations (Unaudited) for the six months ended June 30, 2011. Deferred financing fees incurred in connection with issuing debt related to the acquisition totaled $13.8 million and are reflected in other non-current assets on the Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2011.

Net sales of the Liquid Entities included in the Company’s consolidated results of operations totaled $201.2 million for the six months ended June 30, 2011.

Pro forma information

The following table sets forth unaudited pro forma results of operations, assuming that the above acquisition had taken place at January 1, 2010:

	Three months ended June  30, 2010		Six months ended June  30, 2010
	(In millions, except per share data)
Net sales	$	752	$	1,429
Net income attributable to Graham Packaging Company Inc. stockholders	$	26	$	14
Basic net income attributable to Graham Packaging Company Inc. stockholders per share	$	0.42	$	0.23

These unaudited pro forma results of operations have been prepared for comparative purposes only and include certain adjustments, such as additional depreciation and amortization expense as a result of a step-up in the basis of fixed assets and intangible assets, increased interest expense on acquisition debt and related tax effects. They do not purport to be indicative of the results of operations which actually would have resulted had the combination been in effect at January 1, 2010, or of future results of operations of the entity.

3.    Accounts receivable, net

Accounts receivable, net are presented net of an allowance for doubtful accounts of $1.8 million and $1.7 million as of June 30, 2011, and December 31, 2010. Management performs ongoing credit evaluations of its customers and generally does not require collateral.

4.    Concentration of credit risk

For the six months ended June 30, 2011 and 2010, 64.1% and 72.2% of the Company’s net sales, respectively, were generated by its top twenty customers. No customer had sales exceeding 10% of total sales for the six months ended June 30, 2011. The Company’s sales to PepsiCo, Inc., the Company’s largest customer, were 10.2% of total sales for the six months ended June 30, 2010. All of these sales were made in North America.

The Company had $220.1 million and $112.3 million of accounts receivable from its top twenty customers as of June 30, 2011, and December 31, 2010, respectively.

F-591

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

5.    Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	June 30, 2011		December 31, 2010
	(In thousands)
Finished goods	$	182,226	$	162,136
Raw materials		90,104		85,030
Total	$	272,330	$	247,166

6.    Property, plant and equipment, net

A summary of property, plant and equipment, net is presented in the following table:

	Expected useful lives		June 30, 2011		December 31, 2010
	(In years)		(In thousands)
Land			$	53,246	$	52,651
Buildings and improvements		7-31.5		285,035		280,222
Machinery and equipment(1)		2-15		1,514,896		1,463,614
Molds and tooling		3-5		346,630		321,254
Furniture and fixtures		7		6,668		6,574
Computer hardware and software		3-7		42,567		41,843
Construction in progress				94,005		82,439
Property, plant and equipment				2,343,047		2,248,597
Less: accumulated depreciation and amortization				1,135,454		1,045,455
Property, plant and equipment, net			$	1,207,593	$	1,203,142

(1)  Includes longer-lived machinery and equipment of approximately $1,456.5 million and $1,407.0 million as of June 30, 2011, and December 31, 2010, respectively, having estimated useful lives, when purchased new, ranging from 8 to 15 years; and shorter-lived machinery and equipment of approximately $58.4 million and $56.6 million as of June 30, 2011, and December 31, 2010, respectively, having estimated useful lives, when purchased new, ranging from 2 to 8 years.

Depreciation expense, including depreciation expense on assets recorded under capital leases, for the three months ended June 30, 2011 and 2010, was $44.7 million and $37.1 million, respectively, and for the six months ended June 30, 2011 and 2010, was $91.2 million and $73.8 million, respectively.

The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of these assets. Interest capitalized for the six months ended June 30, 2011 and 2010, was $3.4 million and $2.1 million, respectively.

The Company closed its plant located in Edison, New Jersey in 2008. The land and building at this location, having a carrying value of $6.6 million, are deemed to be held for sale, and as such are reflected in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2011, and December 31, 2010.

F-592

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

7.    Intangible assets, net

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of June 30, 2011, were as follows:

	Gross carrying amount		Accumulated amortization			Net		Weighted average amortization period
			(In thousands)
Patented technology	$	87,765	$	(16,915	)	$	70,850		10 years
Customer relationships		125,374		(15,627	)		109,747		14 years
Trade names		5,000		(1,250	)		3,750		3 years
Non-compete agreements		3,511		(1,219	)		2,292		2 years
Total	$	221,650	$	(35,011	)	$	186,639

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2010, were as follows:

	Gross carrying amount		Accumulated amortization			Net		Weighted average amortization period
			(In thousands)
Patented technology	$	86,783	$	(12,611	)	$	74,172		10 years
Customer relationships		124,864		(10,932	)		113,932		14 years
Trade names		5,000		(417	)		4,583		3 years
Non-compete agreements		3,511		(418	)		3,093		2 years
Total	$	220,158	$	(24,378	)	$	195,780

Amortization expense for the three months ended June 30, 2011 and 2010, was $5.1 million and $1.2 million, respectively, and for the six months ended June 30, 2011 and 2010, was $10.3 million and $2.4 million, respectively. Remaining estimated aggregate amortization expense for 2011 is $10.2 million. The estimated aggregate amortization expense for each of the next five years ending December 31 is as follows (in thousands):

2012	$	20,100
2013		18,400
2014		16,800
2015		16,400
2016		15,300

F-593

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

8.    Goodwill

The changes in the carrying amount of goodwill were as follows:

	North America segment		Europe segment		South America segment		Asia segment		Total
	(In thousands)
Balance at January 1, 2011	$	626,156	$	15,449	$	7	$	1,452	$	643,064
Adjustments to Liquid Entities purchase price allocation (see Note 2)		12,115		—		—		—		12,115
Foreign currency translation adjustments		1,718		1,320		—		38		3,076
Balance at June 30, 2011	$	639,989	$	16,769	$	7	$	1,490	$	658,255

9.    Asset impairment charges

The Company continually reviews its assets for indicators of possible impairment. In the six months ended June 30, 2011, the Company identified indicators of possible impairment of certain assets in Belgium, Brazil, France, Mexico, Poland, Spain and the United States, and in the six months ended June 30, 2010, the Company identified indicators of possible impairment of certain assets in Brazil, Mexico, the United Kingdom and the United States. As a result, the Company evaluated the recoverability of these assets and determined that the undiscounted future cash flows were below the carrying value of these long-lived assets. Additionally, management had no plans to redeploy the majority of these assets. Accordingly, the Company adjusted the carrying value of these long-lived assets to their estimated fair value in accordance with the guidance under ASC 360-10-35-15, “Subsequent Measurement — Impairment or Disposal of Long-lived Assets,” resulting in impairment charges being recorded of $1.4 million and $2.5 million for the three and six months ended June 30, 2011, respectively, and $0.6 million and $2.8 million for the three and six months ended June 30, 2010, respectively.

10.    Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

	June 30, 2011		December 31, 2010
	(In thousands)
Accrued employee compensation and benefits	$	63,830	$	72,508
Accrued interest		51,109		41,241
Accrued sales allowance		21,188		24,294
Other		69,770		58,389
	$	205,897	$	196,432

F-594

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

11.    Debt arrangements

Long-term debt consisted of the following:

	June 30, 2011		December 31, 2010
	(In thousands)
Term loans (net of $7.3 million and $8.9 million unamortized net discount as of June 30, 2011, and December 31, 2010, respectively)	$	1,926,544	$	1,934,707
Revolver		—		—
Foreign and other revolving credit facilities		7,066		6,126
Senior notes due 2017 (net of $2.6 million and $2.9 million unamortized discount as of June 30, 2011, and December 31, 2010, respectively)		250,759		250,523
Senior notes due 2018		250,000		250,000
Senior subordinated notes		375,000		375,000
Capital leases		962		1,514
Other		12,252		14,961
		2,822,583		2,832,831
Less amounts classified as current (net of $3.8 million unamortized net discount as of each of June 30, 2011, and December 31, 2010)		31,599		34,007
Total	$	2,790,984	$	2,798,824

As of June 30, 2011, the credit agreement, as amended, consisted of a senior secured term loan of $1,016.4 million ($1,027.6 million aggregate outstanding principal amount less $11.2 million unamortized discount) due April 5, 2014 (“Term Loan C”) and a senior secured term loan of $910.1 million ($906.2 million aggregate outstanding principal amount plus $3.9 million unamortized premium) (“Term Loan D” and, together with the Term Loan C, the “Term Loans”), to the Operating Company and GPC Capital Corp. I (“CapCo I”), and a $124.8 million senior secured revolving credit facility (the “Revolver” and, together with the Term Loans, the “Credit Agreement”) that will expire on October 1, 2013, and with availability of $109.1 million (as reduced by $15.7 million of outstanding letters of credit). The Term Loan D will mature on the earliest of (i) September 23, 2016, (ii) the date that is 91 days prior to the maturity of the Company’s 8.25% senior notes due January 2017 if such senior notes have not been repaid or refinanced in full by such date or (iii) the date that is 91 days prior to the maturity of the Company’s 9.875% senior subordinated notes due October 2014 if such senior notes have not been repaid or refinanced in full by such date. The obligations of the Operating Company and CapCo I under the Credit Agreement are guaranteed by Holdings and certain domestic subsidiaries of the Operating Company. The Term Loans are payable in quarterly installments and require payments of $9.8 million in the remainder of 2011, $19.6 million in 2012, $19.7 million in 2013, $1,010.5 million in 2014, $9.1 million in 2015 and $865.1 million thereafter (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments).

Interest under the Credit Agreement is payable at (a) the “Adjusted Alternate Base Rate” (the higher of (x) the Prime Rate plus a margin of 3.25%; (y) the Federal Funds Rate plus a margin of 3.75%; or (z) the one-month Eurodollar Rate, subject to a floor of 2.50% for the Term Loan C and Revolver and 1.75% for the Term Loan D, plus a margin of 4.25%); or (b) the Eurodollar Rate, subject to a floor of 2.50% for the Term Loan C and Revolver and 1.75% for the Term Loan D, plus a margin of 4.25%. A commitment fee of 0.75% is due on the unused portion of the Revolver.

F-595

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

11.    Debt arrangements (continued)

The Credit Agreement contains certain affirmative and negative covenants as to the operations and financial condition of the Company, as well as certain restrictions on the payment of dividends and other distributions by the Operating Company to Holdings. As of June 30, 2011, the Company was in compliance with all covenants.

Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreement.

As of June 30, 2011, and December 31, 2010, the Company had outstanding $250.0 million aggregate principal amount of 8.25% senior unsecured notes due 2018 (“Senior Notes due 2018”), $253.4 million aggregate principal amount of 8.25% senior unsecured notes due 2017 (“Senior Notes due 2017” and, together with the Senior Notes due 2018, the “Senior Notes”) and $375.0 million aggregate principal amount of 9.875% senior subordinated notes due 2014 (“Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”) co-issued by the Operating Company and CapCo I. The Notes are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company and mature on October 7, 2014 (Senior Subordinated Notes), January 1, 2017 (Senior Notes due 2017), and October 1, 2018 (Senior Notes due 2018). Interest on the Senior Subordinated Notes is payable semi-annually at 9.875% per annum and interest on the Senior Notes due 2017 and the Senior Notes due 2018 is payable semi-annually at 8.25% per annum.

In the event that a party acquires beneficial ownership representing voting power in Holdings greater than the voting power represented by the interests beneficially owned by Blackstone (as defined herein) through shares of the Company’s common stock, such as the contemplated merger of the Company with a subsidiary of Reynolds Group Holdings Limited (as further described in Note 24), an event of default under the Credit Agreement will be triggered. Upon the occurrence of an event of default under the Credit Agreement, the lenders will not be required to lend any additional amounts or could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, which could result in an event of default under the Company’s other debt instruments. If the Company were unable to repay those amounts, the lenders under the Credit Agreement could proceed against the collateral granted to them to secure that indebtedness. The Company has pledged a significant portion of its assets as collateral under the Credit Agreement. If the lenders under the Credit Agreement accelerate the repayment of borrowings, the Company may not have sufficient assets to repay the Credit Agreement and the Company’s other indebtedness or be able to borrow sufficient funds to refinance such indebtedness. Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to the Company.

Under the indentures governing the Notes, upon the occurrence of specific kinds of change of control events, such as the contemplated merger of the Company with a subsidiary of Reynolds Group Holdings Limited (as further described in Note 24), the Company will be required to offer to repurchase all outstanding Notes at 101% of their principal amount plus accrued and unpaid interest, unless such Notes have been previously called for redemption. As further described in Note 25, on July 7, 2011, the Company commenced tender offers for any and all of the Notes and solicited consents of holders of each series of Notes to make certain amendments to the indentures governing the Notes, including with respect to the requirement to make a change of control offer for the Notes. On July 19, 2011, the Company announced that it had received the requisite consents from holders of the Senior Subordinated Notes to adopt the proposed amendments and accordingly, if the Merger (as defined herein) is completed, the Company will not be required to offer to repurchase the outstanding Senior Subordinated Notes as a result of the Merger; however, the Company has not received the requisite consents for the Senior Notes and therefore would be required to make a change of control offer for the Senior Notes upon the completion of the Merger, which would be funded by Reynolds Group Holdings Limited. The issuers’ failure to repurchase the Notes upon a change of control would cause a default under the applicable indenture and a cross default under the senior secured credit facilities and the other indentures.

F-596

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

12.    Fair value measurement

The following methods and assumptions were used to estimate the fair values of each class of financial instruments:

Cash and cash equivalents, accounts receivable and accounts payable

The fair values of these financial instruments approximate their carrying amounts.

Long-term debt

The Company’s long-term debt consists of both variable-rate and fixed-rate debt. The fair values of the Company’s long-term debt were based on market price information. The Company’s variable-rate debt, including the Company’s Credit Agreement, totaled $1,940.8 million (net of $7.3 million unamortized net discount) and $1,951.3 million (net of $8.9 million unamortized net discount) at June 30, 2011, and December 31, 2010, respectively. The fair value of this long-term debt, including the current portion, was approximately $1,954.1 million and $1,977.1 million at June 30, 2011, and December 31, 2010, respectively. The Company’s fixed-rate debt, including $253.4 million of Senior Notes due 2017, $250.0 million of Senior Notes due 2018 and $375.0 million of Senior Subordinated Notes, totaled $881.8 million (net of $2.6 million unamortized discount) and $881.5 million (net of $2.9 million unamortized discount) at June 30, 2011, and December 31, 2010, respectively. The fair value of this long-term debt, including the current portion, was approximately $951.1 million and $915.1 million at June 30, 2011, and December 31, 2010, respectively.

Derivatives

The Company established the following fair value hierarchy that prioritizes the inputs used to measure fair value, in accordance with the guidance under ASC 820-10, “Fair Value Measurements and Disclosures”:

Level 1:    Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:    Inputs include the following:

a)  Quoted prices in active markets for similar assets or liabilities.

b)  Quoted prices in markets that are not active for identical or similar assets or liabilities.

c)  Inputs other than quoted prices that are observable for the asset or liability.

d)  Inputs that are derived primarily from or corroborated by observable market data by correlation or other means.

Level 3:    Inputs are unobservable inputs for the asset or liability.

F-597

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

12.    Fair value measurement (continued)

Recurring fair value measurements

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2011, by level within the fair value hierarchy:

	Fair value measurements using
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Foreign currency exchange contracts	$	—	$	87	$	—
Liabilities:
Interest rate swap agreements	$	—	$	1,310	$	—
Foreign currency exchange contract		—		30		—

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2010, by level within the fair value hierarchy:

	Fair value measurements using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Interest rate swap agreements	$	—	$	7,813	$	—
Foreign currency exchange contracts		—		9		—

The fair values of the Company’s derivative financial instruments are observable at commonly quoted intervals for the full term of the derivatives and therefore considered level 2 inputs.

Non-recurring fair value measurements

The Company has real estate located in Edison, New Jersey that is held for sale. The aggregate carrying value of these assets at June 30, 2011, was $6.6 million, which is less than the fair value of these assets and therefore resulted in no impairment charge for these assets. The determination of fair value included certain unobservable inputs, which reflect the Company’s assumptions regarding how market participants would price these assets in the marketplace, and therefore are considered level 3 inputs. The fair value of this real estate was based on offers received from potential buyers.

The Company recorded impairment charges of $1.4 million and $2.5 million for the three and six months ended June 30, 2011, respectively, for long-lived assets in Belgium, Brazil, France, Mexico, Poland, Spain and the United States whose carrying values exceeded fair values. The Company recorded impairment charges of $0.6 million and $2.8 million for the three and six months ended June 30, 2010, respectively, for long-lived assets in Brazil, Mexico, the United Kingdom and the United States whose carrying values exceeded fair values. Fair values for these assets were based on projected future cash flows, discounted using either a risk-free rate or a risk-adjusted rate, which the Company considers level 3 inputs.

13.    Derivative financial instruments

The Company’s business and activities expose it to a variety of market risks, including risks related to changes in interest rates, foreign currency exchange rates and commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its market risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. As part of its market risk management strategy, the Company

F-598

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

13.    Derivative financial instruments (continued)

uses derivative instruments to protect cash flows from fluctuations caused by volatility in interest rates, foreign currency exchange rates and commodity prices.

Cash flow hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing hedge ineffectiveness, if any, are recognized in current earnings.

At June 30, 2011, and December 31, 2010, the Company had foreign currency exchange contracts outstanding for the purchase of pound sterling, euros and zloty in an aggregate amount of $3.8 million and pound sterling and U.S. dollars in an aggregate amount of $2.2 million, respectively. These foreign currency exchange contracts are accounted for as cash flow hedges and are highly effective as defined by ASC 815, “Derivatives and Hedging.”

The maximum term over which the Company is hedging exposures to the variability of cash flows (for all forecasted transactions, excluding interest payments on variable-rate debt) is 12 months.

Derivatives not designated as hedging instruments

During the first quarter of 2009, the Company elected to roll over its senior secured term loan in one-month increments to reduce its cash interest, as opposed to continuing to roll over its senior secured term loan in three-month increments to match the terms of its interest rate collar agreements. The Company had therefore discontinued hedge accounting for its interest rate collar and swap agreements. The amount recorded in accumulated other comprehensive income (loss) as of that date was being recognized as interest expense over the period in which the previously hedged activity continued to occur. Changes in the fair value of the interest rate collar and swap agreements from that date were also being recognized as interest expense. As a result of the refinancing of the Credit Agreement that enabled the Company to purchase the Liquid Entities on September 23, 2010, the Company wrote off the remaining unamortized amount in accumulated other comprehensive income (loss).

Financial instruments are not held by the Company for trading purposes.

The notional amounts of the Company’s derivative instruments outstanding were as follows:

	June 30, 2011		December 31, 2010
	(In thousands)
Derivatives designated as hedges:
Foreign currency exchange contracts	$	3,825	$	2,222
Total derivatives designated as hedges	$	3,825	$	2,222
Derivatives not designated as hedges:
Interest rate swap agreements	$	350,000	$	350,000
Total derivatives not designated as hedges	$	350,000	$	350,000

F-599

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

13.    Derivative financial instruments (continued)

The fair values of the Company’s derivative instruments outstanding were as follows:

	Balance sheet location	June 30, 2011		December 31, 2010
		(In thousands)
Asset derivatives:
Derivatives designated as hedges:
Foreign currency exchange contracts	Prepaid expenses and other current assets	$	87	$	—
Total derivatives designated as hedges			87		—
Total asset derivatives		$	87	$	—
Liability derivatives:
Derivatives designated as hedges:
Foreign currency exchange contracts	Accrued expenses and other current liabilities	$	30	$	9
Total derivatives designated as hedges			30		9
Derivatives not designated as hedges:
Interest rate swap agreements	Accrued expenses and other current liabilities		1,310		7,813
Total derivatives not designated as hedges			1,310		7,813
Total liability derivatives		$	1,340	$	7,822

F-600

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

13.    Derivative financial instruments (continued)

The gains and losses on the Company’s derivative instruments during the three and six months ended June 30, 2011, were as follows:

	Amount of gain or (loss) recognized in AOCI (a) (effective portion) for the period ended June 30, 2011				Income statement classification	Amount of gain or (loss) reclassified from AOCI into income (effective portion) for the period ended June 30, 2011
	Three months		Six months			Three months			Six months
	(In thousands)					(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contracts	$	258	$	429	Other expense (income), net	$	6		$	43
Total derivatives designated as hedges	$	258	$	429		$	6		$	43
						Amount of gain  or (loss) recognized in income for the period ended June 30, 2011
						Three months			Six months
						(In thousands)
Derivatives not designated as hedges:
Interest rate swap agreements					Interest expense	$	(52	)	$	(155	)
Total derivatives not designated as hedges						$	(52	)	$	(155	)

(a) Accumulated other comprehensive income (loss) (“AOCI”).

F-601

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

13.    Derivative financial instruments (continued)

The gains and losses on the Company’s derivative instruments during the three and six months ended June 30, 2010, were as follows:

	Amount of Gain or (Loss) Recognized in AOCI (a) (Effective Portion) for the period ended June 30, 2010						Income statement classification	Amount of Gain or (Loss) Reclassified from AOCI into Income (effective portion) for the period ended June 30, 2010
	Three Months			Six Months				Three Months			Six Months
	(In thousands)							(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contract	$	(21	)	$	(110	)	Other expense (income), net	$	(21	)	$	(110	)
Total derivatives designated as hedges	$	(21	)	$	(110	)		$	(21	)	$	(110	)
								Amount of Gain or (Loss) Recognized in Income for the period ended June 30, 2010
								Three months			Six months
								(In thousands)
Derivatives not designated as hedges:
Interest rate collar agreements							Interest expense	$	—		$	(86	)
Interest rate swap agreements							Interest expense		(2,499	)		(7,027	)
Total derivatives not designated as hedges								$	(2,499	)	$	(7,113	)

14.    Income taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes.” Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. Pursuant to the requirements of ASC 740-10-30, “Establishment of a Valuation Allowance for Deferred Tax Assets,” the Company assesses the realizability of deferred tax assets based on an evaluation of positive and negative evidence of future taxable income. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, the nature and amount of deferred tax liabilities, historical earnings and losses, expected taxable income and current and future tax planning strategies. During the six months ended June 30, 2011, the valuation allowance increased by $17.4 million primarily as a result of increases to deferred tax assets related to fair value adjustments to the tax basis of property in the Company’s partnership investment.

For the six months ended June 30, 2011, the effective tax rate was higher than the U.S. federal statutory rate for corporations primarily due to significant nondeductible expenses related to the income tax receivable agreements (as further discussed in Note 15) and the proposed merger, certain foreign earnings subject to tax in

F-602

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

14.    Income taxes (continued)

multiple jurisdictions and increases in deferred tax liabilities associated primarily with tax amortization of goodwill.

The Company had $58.1 million of Unrecognized Tax Benefits (“UTB”), exclusive of interest and penalties, as of June 30, 2011. For the six months ended June 30, 2011, the Company recorded a net increase in UTB of $1.2 million, exclusive of interest and penalties. At June 30, 2011, the Company had long-term deferred income tax assets of $14.5 million that offset the UTB. As of June 30, 2011, the Company had recorded additional UTB of $5.2 million related to interest and penalties. The Company does not expect a significant change in the UTB balance in the next twelve months. Approximately $3.7 million of UTB at June 30, 2011, if recognized, would impact the Company’s effective tax rate.

15.    Commitments

The Company is a party to various capital and operating leases involving real property and equipment. Total rent expense for operating leases was $14.1 million and $28.2 million for the three and six months ended June 30, 2011, respectively, and $11.8 million and $24.9 million for the three and six months ended June 30, 2010, respectively.

Under the Fifth Amended and Restated Limited Partnership Agreement and the Amended and Restated Monitoring Agreement (the “Monitoring Agreement”), the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family (defined as Graham Capital Company, GPC Investments, LLC and Graham Alternative Investment Partners I, LP or affiliates thereof or other entities controlled by Donald C. Graham and his family) and Blackstone (defined as Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P. or affiliates thereof), respectively. The Company has terminated the Monitoring Agreement and is no longer obligated to make payments under the Monitoring Agreement. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services under the Sixth Amended and Restated Limited Partnership Agreement. See Note 19 for further discussion of the Company’s obligations under these agreements.

In connection with the initial public offering (“IPO”), on February 10, 2010, GPC entered into separate Income Tax Receivable Agreements (“ITRs”) with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC Holdings, L.P., an affiliate of the Graham Family. The agreements provide for the payment by GPC of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that is actually realized (or is deemed to be realized in the case of an early termination or change in control as further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) the 1998 acquisition of Holdings and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain other tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs. Payments under the ITRs are not conditioned upon these parties’ continued ownership of the Company or Holdings.

Excluding the potential impact of the Merger (as defined herein) discussed in Note 24, the Company expects that future payments under the ITRs will aggregate to between $200.0 million and $235.0 million. This range includes payments under the ITRs resulting from the Graham Family’s exchange of 4,930,663 limited partnership units through June 30, 2011. Additional payments under the ITRs for tax basis step-ups relating to future exchanges by the Graham Family of their remaining 2,657,358 limited partnership units in Holdings for GPC common stock is dependent upon the timing and value of such exchanges, and is not reflected in the above range. This range is based on the Company’s assumptions considering various inputs, including valuation analysis and historical tax basis amounts. The Company will recognize obligations based on the amount of

F-603

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

15.    Commitments (continued)

recorded net deferred income tax assets recognized at each balance sheet date, and subject to the ITRs. Changes in the recorded net deferred income tax assets that are subject to the ITRs obligations will result in changes in the ITRs obligations, and such changes will be recorded as other income or expense. As of June 30, 2011, the value of the ITRs obligations was $24.0 million. Because GPC is a holding company with no operations of its own, its ability to make payments under the ITRs is dependent on Holdings’ ability to make distributions. Upon the effective date of the respective ITRs, the Company recorded an initial obligation of $6.5 million, which was recognized as a reduction of additional paid-in capital. The Company recorded $8.0 million and $3.6 million in non-operating expense related to the increase in the ITRs obligations for the three months ended June 30, 2011 and 2010, respectively, and $12.6 million and $4.9 million for the six months ended June 30, 2011 and 2010, respectively. No payments have been made under the ITRs since their inception. At the closing of the Merger, the surviving corporation will be required to make a cash payment of $245 million to GPC’s pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and the Graham Family pursuant to change in control provisions in the ITRs.

16.    Contingencies and legal proceedings

On November 3, 2006, the Company filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc. (collectively, “OI”). The complaint alleges certain misrepresentations by OI in connection with the Company’s 2004 purchase of the blow molded plastic container business of Owens-Illinois, Inc. and seeks damages in excess of $30 million. In December 2006, OI filed an Answer and Counterclaim, seeking to rescind a Settlement Agreement entered into between OI and the Company in April 2005, and disgorgement of more than $39 million paid by OI to the Company in compliance with that Settlement Agreement. The Company filed a Motion to Dismiss the Counterclaim in July 2007, which was granted by the Court in October 2007. On August 1, 2007, the Company filed an Amended Complaint to add additional claims seeking indemnification from OI for claims made against the Company by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between the Company and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171 (the “Union”) that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that the Company had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by the Company in October 2004. In the Amended Complaint, the Company maintains that under Section 8.2 of the Stock Purchase Agreement between the Company and OI, OI is obligated to indemnify the Company for any losses associated with differences in the two companies’ pension plans including any losses incurred in connection with the Arbitration award. The litigation is proceeding.

The Company is aware of two lawsuits relating to the merger agreement with Silgan Holdings Inc. (“Silgan”), which have been consolidated and the plaintiffs are now seeking to amend their complaints to challenge the merger agreement with Reynolds (as defined herein).

On April 25, 2011, James Gipson, a purported stockholder of the Company, filed a purported class action lawsuit in the Court of Common Pleas of York County, Pennsylvania against the Company, its directors and Silgan challenging the proposed merger between Silgan and the Company. On June 1, 2011, Phyllis Sciborowski, a purported stockholder of the Company, filed a purported class action and derivative lawsuit relating to the merger agreement with Silgan in the Court of Common Pleas of York County, Pennsylvania against the Company, its directors and Silgan. On July 21, 2011, the Court of Common Pleas of York County, Pennsylvania consolidated the Gipson and Sciborowski lawsuits. On August 2, 2011, the plaintiffs moved for leave to file an amended complaint. The proposed amended complaint asserts claims against the Company, its directors, Silgan, Reynolds and Bucephalas Acquisition Corp. The proposed amended complaint alleges that the directors of the Company have breached their fiduciary duties to the Company’s stockholders by, among other things (i) failing to fully inform themselves of the Company’s market value; (ii) failing to act in the best interests of the

F-604

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

16.    Contingencies and legal proceedings (continued)

Company’s stockholders; (iii) failing to maximize stockholder value; and (iv) failing to act in accordance with their duties of good faith, due care, and loyalty. The proposed amended complaint also alleges that the Company’s information statement filed with the Securities and Exchange Commission (“SEC”) contains material omissions. The proposed amended complaint alleges that Silgan, Reynolds and Bucephalas Acquisition Corp. aided and abetted the Company’s directors’ alleged breaches of their fiduciary duties. The proposed amended complaint also alleges that Silgan was unjustly enriched by the Company’s payment of a termination fee to Silgan. The proposed amended complaint seeks (i) a declaration that the merger agreement with Reynolds is a breach of fiduciary duties and thus unenforceable; (ii) injunctive relief to prevent the defendants from consummating the merger between the Company and Reynolds unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best available terms for the Company’s stockholders and provides all material disclosures to the Company’s stockholders; (iii) recission, to the extent already implemented, of the terms of the merger agreement with Reynolds; (iv) disgorgement from the defendants of, and a constructive trust over, the termination fee paid to Silgan, as well as legal, accounting, and other professional fees paid in connection with the Silgan merger agreement; and (v) the costs and disbursements of the purported class and derivative action, including reasonable attorneys’ and experts’ fees. The Company believes that the lawsuit is without merit and intends to defend the action vigorously.

The Company is a party to various other litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of the Company with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from the Company’s various litigation matters will not be material to the business, financial condition, results of operations or cash flows of the Company.

F-605

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

17.    Segment information

The Company is organized and managed on a geographical basis in four operating segments: North America, Europe, South America and Asia. The Company began accounting for its new Asian operations as a new operating segment as of July 1, 2010, with the acquisition of China Roots Packaging PTE Ltd. Segment information for the three and six months ended June 30, 2011 and 2010, and as of June 30, 2011, and December 31, 2010, representing the reportable segments currently utilized by the chief operating decision makers, was as follows:

		North America			Europe		South America			Asia			Eliminations(a)			Total
		(In thousands)
Net sales(b)(c)	Three months ended June 30, 2011	$	721,145		$	64,648	$	29,285		$	7,471		$	(1,311	)	$	821,238
	Three months ended June 30, 2010		574,136			54,527		24,413			—			(244	)		652,832
	Six months ended June 30, 2011		1,385,121			123,626		57,890			12,956			(1,858	)		1,577,735
	Six months ended June 30, 2010		1,079,290			112,791		46,861			—			(534	)		1,238,408
Operating income (loss)	Three months ended June 30, 2011	$	44,619		$	4,930	$	(340	)	$	(179	)	$	—		$	49,030
	Three months ended June 30, 2010		83,844			5,693		1,267			—			—			90,804
	Six months ended June 30, 2011		113,769			11,866		(2,364	)		(464	)		—			122,807
	Six months ended June 30, 2010		106,507			13,043		3,580			—			—			123,130
Depreciation and amortization	Three months ended June 30, 2011	$	45,006		$	4,101	$	2,069		$	516		$	—		$	51,692
	Three months ended June 30, 2010		33,555			4,109		1,408			—			—			39,072
	Six months ended June 30, 2011		89,927			8,024		5,802			970			—			104,723
	Six months ended June 30, 2010		66,669			8,440		2,536			—			—			77,645
Asset impairment charges	Three months ended June 30, 2011	$	229		$	152	$	988		$	—		$	—		$	1,369
	Three months ended June 30, 2010		515			—		39			—			—			554
	Six months ended June 30, 2011		961			529		988			—			—			2,478
	Six months ended June 30, 2010		2,414			322		56			—			—			2,792
Interest expense, net	Three months ended June 30, 2011	$	51,680		$	331	$	637		$	142		$	—		$	52,790
	Three months ended June 30, 2010		40,654			307		752			—			—			41,713
	Six months ended June 30, 2011		103,118			587		1,542			279			—			105,526
	Six months ended June 30, 2010		85,123			638		1,216			—			—			86,977
Other (income) expense, net	Three months ended June 30, 2011	$	(1,033	)	$	1,737	$	(142	)	$	(351	)	$	—		$	211
	Three months ended June 30, 2010		(1,309	)		1,829		(171	)		—			—			349
	Six months ended June 30, 2011		(3,429	)		3,622		(415	)		(202	)		—			(424	)
	Six months ended June 30, 2010		(2,651	)		3,352		2,511	(d)		—			—			3,212
Income tax provision (benefit)	Three months ended June 30, 2011	$	13,293		$	665	$	801		$	(119	)	$	—		$	14,640
	Three months ended June 30, 2010		5,606			1,764		(28	)		—			—			7,342
	Six months ended June 30, 2011		20,733			2,076		1,198			(363	)		—			23,644
	Six months ended June 30, 2010		8,784			3,098		206			—			—			12,088
Identifiable assets(b)(c)(e)	As of June 30, 2011	$	985,639		$	130,492	$	66,710		$	24,752		$	—		$	1,207,593
	As of December 31, 2010		991,676			125,433		69,044			16,989			—			1,203,142
Goodwill	As of June 30, 2011	$	639,989		$	16,769	$	7		$	1,490		$	—		$	658,255
	As of December 31, 2010		626,156			15,449		7			1,452			—			643,064
Cash paid for property,	Six months ended June 30, 2011	$	67,299		$	4,889	$	1,857		$	6,535		$	—		$	80,580
plant and equipment	Six months ended June 30, 2010		50,269			8,323		17,345			—			—			75,937

(a) To eliminate intercompany transactions.

F-606

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

17.    Segment information (continued)

(b) The Company’s net sales for Europe include countries having significant sales as follows:

	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
	(In millions)
Poland	$	15.0	$	12.6	$	29.1	$	26.5
Belgium		13.7		12.6		26.1		26.8
Spain		7.7		6.9		14.7		14.2
France		8.6		7.0		17.2		14.7

The Company’s identifiable assets for Europe include countries having significant identifiable assets as follows:

	June 30, 2011		December 31, 2010
	(In millions)
Poland	$	34.7	$	33.0
Belgium		29.3		27.2
Spain		19.9		21.0
France		22.2		20.9

(c) The Company’s net sales for North America include sales in Mexico which totaled $56.9 million and $47.0 million for the three months ended June 30, 2011 and 2010, respectively, and $103.3 million and $86.6 million for the six months ended June 30, 2011 and 2010, respectively. Identifiable assets in Mexico totaled $77.3 million and $70.6 million as of June 30, 2011, and December 31, 2010, respectively. Substantially all of the North America reportable segment’s remaining net sales and identifiable assets are in the United States.

(d) Beginning January 1, 2010, Venezuela’s economy is considered to be highly inflationary for accounting purposes. Accordingly, the Company has adopted the U.S. dollar as the functional currency for its Venezuelan operations. All bolivar-denominated transactions, as well as monetary assets and liabilities, are remeasured into U.S. dollars. As a result of the application of hyper-inflationary accounting requiring the revaluation of monetary assets and liabilities, the Company recorded a $2.5 million loss in other expense for the six months ended June 30, 2010. Net sales for Venezuela were $1.8 million and $3.9 million for the three and six months ended June 30, 2011, respectively, and net assets for Venezuela were less than 1.5% of the Company’s total net assets as of June 30, 2011, and December 31, 2010. As the Venezuelan operations are not significant to the overall operations of the Company, future rate changes in the bolivar would not have a significant impact on the Company’s financial statements.

(e) Represents property, plant and equipment, net.

F-607

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

17.    Segment information (continued)

Product net sales information

The following is supplemental information on net sales by product category:

	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
	(In thousands)
Food and Beverage	$	560,062	$	407,819	$	1,047,845	$	769,752
Household		131,457		111,084		269,868		218,008
Personal Care/Specialty		43,549		40,935		85,060		82,505
Automotive Lubricants		86,170		92,994		174,962		168,143
Total Net Sales	$	821,238	$	652,832	$	1,577,735	$	1,238,408

18.    Pension plans

The components of net periodic pension cost for the Company’s defined benefit pension plans consisted of the following:

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	(In thousands)
Components of net periodic pension cost:
Service cost	$	603		$	546		$	1,204		$	1,094
Interest cost		1,659			1,585			3,316			3,176
Expected return on plan assets		(1,976	)		(1,740	)		(3,952	)		(3,483	)
Net amortization and deferral of prior service costs		466			396			932			790
Net periodic pension cost	$	752		$	787		$	1,500		$	1,577

The Company previously disclosed in its financial statements for the year ended December 31, 2010, that it expected to contribute $5.3 million to its pension plans in 2011. As of June 30, 2011, $2.5 million of required contributions to its pension plans has been made and the Company expects to make an additional $2.8 million of contributions in the remainder of 2011.

The Company recognized $2.4 million and $1.9 million of expense for its 401(k) plans in the second quarters of 2011 and 2010, respectively, and $5.1 million and $3.7 million of expense for its 401(k) plans in the first halves of 2011 and 2010, respectively.

19.    Transactions with related parties

The Company had transactions with entities affiliated through common ownership. The Company made payments to Graham Engineering Corporation, which is owned by the Graham Family, for equipment and related services of $1.5 million and $0.4 million for the three months ended June 30, 2011 and 2010, respectively, and $2.0 million and $1.4 million for the six months ended June 30, 2011 and 2010, respectively.

Affiliates of both the Graham Family and Blackstone have supplied management and advisory services to Holdings since 1998. The Company has recorded $0.3 million and $0.3 million of expense for these services for the three months ended June 30, 2011 and 2010, respectively, and $0.5 million and $1.0 million for the six

F-608

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

19.    Transactions with related parties (continued)

months ended June 30, 2011 and 2010, respectively. Under the Fifth Amended and Restated Limited Partnership Agreement and the Monitoring Agreement, Holdings was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively. In exchange for a one-time payment of $26.3 million to Blackstone Management Partners III L.L.C. and $8.8 million to Graham Alternative Investment Partners I, LP, the parties of the Monitoring Agreement agreed to terminate such agreement in the first quarter of 2010. These amounts paid to terminate the Monitoring Agreement are reflected in selling, general and administrative expenses on the Condensed Consolidated Statement of Operations (Unaudited) for the six months ended June 30, 2010. As a result of the termination, Blackstone, the Graham Family and their affiliates have no further obligation to provide monitoring services to Holdings, and Holdings has no further obligation to make annual payments of $4.0 million, under the Monitoring Agreement. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services under the Sixth Amended and Restated Limited Partnership Agreement, until such time that the Graham Family sells more than two thirds of its original investment owned on February 2, 1998 (or common stock for which such partnership interests have been or are eligible to be exchanged), and such services would then cease.

On behalf of Blackstone, the Company made payments to a former Chief Executive Officer and Chief Financial Officer of the Operating Company on January 5, 2007, for the repurchase of all of their outstanding shares of GPC, pursuant to separation agreements dated as of December 3, 2006. Additionally, on behalf of Blackstone, the Company made a payment to a former Senior Vice President of the Operating Company on April 10, 2009, for the repurchase of all of his outstanding shares of GPC. As a result of these payments, Blackstone became the owner of these shares and owes the Company $5.0 million and $4.8 million as of June 30, 2011, and December 31, 2010, respectively, including accrued interest. This receivable is reflected in equity (deficit) on the Condensed Consolidated Balance Sheets (Unaudited).

As discussed in Note 15, in connection with the IPO, on February 10, 2010, GPC entered into separate ITRs with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC Holdings, L.P., an affiliate of the Graham Family. The agreements provide for the payment by GPC of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that is actually realized (or is deemed to be realized in the case of an early termination or change in control as further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) the 1998 acquisition of Holdings and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain other tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs.

Gary G. Michael, a member of GPC’s Board of Directors and a member of the former committee that advised Holdings and its partners, also serves on the Board of Directors of The Clorox Company, which is a large customer of the Company. Included in current assets at June 30, 2011, and December 31, 2010, were receivables from The Clorox Company of $4.6 million and $1.1 million, respectively. Included in net sales for the three months ended June 30, 2011 and 2010, were net sales to The Clorox Company of $18.2 million and $13.5 million, respectively, and for the six months ended June 30, 2011 and 2010, were $35.9 million and $24.0 million, respectively.

Pinnacle Foods, which is owned by Blackstone, is a customer of the Company. Included in net sales for the three months ended June 30, 2011 and 2010, were net sales to Pinnacle Foods of $3.5 million and $1.6 million, respectively, and for the six months ended June 30, 2011 and 2010, were $7.2 million and $3.3 million, respectively.

F-609

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

20.    Environmental matters

As a result of the Company closing its plant located in Edison, New Jersey, the Company is subject to New Jersey’s Industrial Site Recovery Act (“ISRA”). The Company acquired this facility from Owens-Illinois, Inc. in 2004. ISRA is an environmental law that specifies a process of reporting to the New Jersey Department of Environmental Protection (“NJDEP”) and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. The Company is in the process of implementing its obligations under ISRA regarding this facility. The Company has recorded a preliminary reserve in 2010 of $0.4 million for this obligation and has recorded no additional expense for the six months ended June 30, 2011. This amount may change based on results of additional investigation expected to be undertaken for NJDEP, however, the Company does not believe that such changes will have a significant impact on the results of operations.

21.    Earnings per share

The following are reconciliations of net (loss) income attributable to GPC stockholders used to calculate basic and diluted (loss) earnings per share.

The following summarizes loss per share for the three months ended June 30, 2011 (in thousands, except share and per share data):

	As reported			Attributable  to noncontrolling interests(1)			Attributable to GPC stockholders for computation of basic  loss per share			Adjustment  for potentially dilutive options  to purchase partnership units(2)		Adjusted  for computation of diluted loss  per share
Numerator:
Net loss	$	(26,604	)	$	(1,835	)	$	(28,439	)	$	—	$	(28,439	)
Denominator:
Weighted average number of GPC shares outstanding(3)(4)								66,457,589					66,457,589
							Basic					Diluted
Loss per share:
Net loss attributable to GPC stockholders							$	(0.43	)			$	(0.43	)

F-610

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

21.    Earnings per share (continued)

The following summarizes earnings per share for the three months ended June 30, 2010 (in thousands, except share and per share data):

	As reported		Attributable  to noncontrolling interests(1)			Attributable to GPC stockholders for computation of basic  earnings per share		Adjustment  for potentially dilutive options  to purchase partnership units(2)			Adjusted  for computation of diluted earnings  per share
Numerator:
Net income	$	37,800	$	(4,264	)	$	33,536	$	(671	)	$	32,865
Denominator:
Weighted average number of GPC shares outstanding(3)(4)							62,555,962					62,555,962
						Basic					Diluted
Earnings per share:
Net income attributable to GPC stockholders						$	0.54				$	0.53

The following summarizes loss per share for the six months ended June 30, 2011 (in thousands, except share and per share data):

	As reported			Attributable  to noncontrolling interests(1)			Attributable to GPC stockholders for computation of basic  loss per share			Adjustment  for potentially dilutive options  to purchase partnership units(2)		Adjusted  for computation of diluted loss  per share
Numerator:
Net loss	$	(18,506	)	$	(2,849	)	$	(21,355	)	$	—	$	(21,355	)
Denominator:
Weighted average number of GPC shares outstanding(3)(4)								65,873,577					65,873,577
							Basic					Diluted
Loss per share:
Net loss attributable to GPC stockholders							$	(0.32	)			$	(0.32	)

F-611

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

21.    Earnings per share (continued)

The following summarizes earnings per share for the six months ended June 30, 2010 (in thousands, except share and per share data):

	As reported		Attributable  to noncontrolling interests(1)			attributable to GPC stockholders for computation of basic  earnings per share		Adjustment  for potentially dilutive options  to purchase partnership units(2)			Adjusted  for computation of diluted earnings  per share
Numerator:
Net income	$	13,289	$	(1,974	)	$	11,315	$	(464	)	$	10,851
Denominator:
Weighted average number of GPC shares outstanding(3)(4)							57,780,042					57,780,042
						Basic					Diluted
Earnings per share:
Net income attributable to GPC stockholders						$	0.20				$	0.19

(1) The allocation of earnings is based on the noncontrolling interests’ relative ownership percentage.

(2) Holdings adjustment is based on incremental earnings that would be attributable to those potentially dilutive options to purchase partnership units on an “as-if converted” basis. For the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011 and 2010, 2,255,297, 722,112, 2,255,297 and 722,112 potential options to purchase partnership units, respectively, have been excluded as the options are either antidilutive or as a result of the related contingency not being met as of the reporting dates. Regarding the contingency, options that contain a contingency are those which vest and become exercisable upon the attainment of certain financial performance goals associated with a sale by Blackstone of 75% of its original ownership interest in the Company.

(3) In conjunction with the IPO, and as further discussed in Note 22, the Graham Family entered into an Exchange Agreement. For the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011 and 2010, 2,692,525, 6,298,288, 2,692,525 and 6,298,288 of exchange rights, respectively, were excluded from diluted (loss) earnings per share as the effects were anti-dilutive.

(4) For the three months ended June 30, 2011 and 2010, and the six months ended June 30, 2011 and 2010, 848,572, 803,088, 848,572 and 803,088 potential options to purchase GPC common stock, respectively, were excluded from diluted (loss) earnings per share as the effects were anti-dilutive.

22.    Capital stock and changes in equity (deficit)

On February 10, 2010, the Company completed its IPO and on February 11, 2010, its stock began trading on the New York Stock Exchange under the symbol “GRM.” In connection with the IPO, the Company, on February 4, 2010, increased the number of authorized shares of $0.01 par value common stock to 500,000,000 and of $0.01 par value preferred stock to 100,000,000, and effected a 1,465.4874-for-one stock split of its shares of common stock. On February 10, 2010, and in connection with the IPO, the Company issued 16,666,667 of its registered common stock at the initial public offering price of $10.00 per share, less underwriters discount and expenses.

Additionally, as part of the IPO, the Graham Family entered into an Exchange Agreement. Under the Exchange Agreement, the Graham Family and certain permitted transferees may, subject to specific terms, exchange their limited partnership units in Holdings for shares of the Company’s common stock at any time and

F-612

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

22.    Capital stock and changes in equity (deficit) (continued)

from time to time on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications. Under this Exchange Agreement, entities controlled by the Graham Family and certain of their permitted transferees exercised their rights in the first quarter of 2010 to exchange 1,324,900 limited partnership units of Holdings for 1,324,900 shares of the Company’s common stock. Additionally, under this Exchange Agreement, entities controlled by the Graham Family and certain of their permitted transferees exercised their rights in January 2011 to exchange 1,766,681 limited partnership units of Holdings for 1,766,681 shares of the Company’s common stock, in May 2011 to exchange 1,000,000 limited partnership units of Holdings for 1,000,000 shares of the Company’s common stock, and in June 2011 to exchange 839,082 limited partnership units of Holdings for 839,082 shares of the Company’s common stock. The Company has also entered into Management Exchange Agreements, which provide for similar rights to management to exchange limited partnership units of Holdings obtained on exercise of outstanding options for shares of the Company’s common stock.

On March 11, 2010, the underwriters of the IPO partially exercised their option to purchase additional shares of common stock from the Company and purchased 1,565,600 shares of registered common stock at the initial public offering price of $10.00 per share, less underwriters discount (the “Underwriters’ Allotment”). The Underwriters’ Allotment closed on March 16, 2010.

Changes in equity (deficit) for the six months ended June 30, 2011 and 2010, are as follows (in thousands, except share amounts):

	Common stock				Additional paid-in capital		Retained earnings (deficit)			Notes  and interest receivable for ownership interests			Accumulated other comprehensive income (loss)			Graham Packaging Company Inc. stockholders’ equity (deficit)			Non- controlling interests			Equity (deficit)
	Shares		Amount
Consolidated balance at January 1, 2011		63,311,512	$	633	$	459,422	$	(977,318	)	$	(4,838	)	$	(22,508	)	$	(544,609	)	$	13,885		$	(530,724	)
Net (loss) income		—		—		—		(21,355	)		—			—			(21,355	)		2,849			(18,506	)
Other comprehensive income		—		—		—		—			—			20,266			20,266			1,394			21,660
Stock compensation expense		—		—		468		—			—			—			468			30			498
Units of Holdings issued under compensation plans		—		—		—		—			—			—			—			6,421			6,421
Interest on notes receivable		—		—		—		—			(199	)		—			(199	)		—			(199	)
Common stock issued under exchange agreements		4,443,312		45		6,483		6,011			—			2,430			14,969			(14,969	)		—
Consolidated balance at June 30, 2011		67,754,824	$	678	$	466,373	$	(992,662	)	$	(5,037	)	$	188		$	(530,460	)	$	9,610		$	(520,850	)

F-613

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

22.    Capital stock and changes in equity (deficit) (continued)

	Common stock			Additional paid-in capital			Retained earnings (deficit)			Notes  and interest receivable for ownership interests			Accumulated other comprehensive income (loss)			Graham Packaging Company Inc. stockholders’ equity (deficit)			Non- controlling interests			Equity (deficit)
		Shares	Amount
Consolidated balance at January 1, 2010		42,998,786	$430	$	297,470		$	(1,032,887	)	$	(6,353	)	$	(31,123	)	$	(772,463	)	$	9,349		$	(763,114	)
Net income		—	—		—			11,315			—			—			11,315			1,974			13,289
Other comprehensive loss		—	—		—			—			—			(17,803	)		(17,803	)		(1,768	)		(19,571	)
Stock compensation expense		—	—		585			—			—			—			585			71			656
Interest on notes receivable		—	—		—			—			(151	)		—			(151	)		—			(151	)
Net proceeds from issuance of common stock		18,232,267	183		162,975			—			—			—			163,158			—			163,158
Common stock issued under exchange agreements		1,324,909	13		50			857			—			2,393			3,313			(3,313	)		—
Initial obligations under income tax receivable agreements		—	—		(6,500	)		—			—			—			(6,500	)		—			(6,500	)
Consolidated balance at June 30, 2010		62,555,962	$626	$	454,580		$	(1,020,715	)	$	(6,504	)	$	(46,533	)	$	(618,546	)	$	6,313		$	(612,233	)

23.    Stock-based compensation

The Company, from time to time, has granted options to purchase partnership units of Holdings, which may be exchanged for shares of the Company’s common stock, and options to purchase shares of the Company’s common stock. Each share of the Company’s common stock corresponds to one unit of Holdings’ partnership interest.

A summary of the changes in the unit options outstanding under the option plans for the six months ended June 30, 2011, is as follows:

	Units under options			Weighted average exercise price/option		Weighted average remaining contractual term		Aggregate intrinsic value
						(In years)		(In millions)
Outstanding at January 1, 2011		3,099,462		$	8.05
Granted		—			—
Exercised		(837,549	)		8.83
Forfeited		(6,616	)		12.19
Outstanding at June 30, 2011		2,255,297		$	7.76		6.1	$	37.8
Vested or expected to vest		1,628,018		$	8.14		5.8	$	26.6
Exercisable at June 30, 2011		1,265,922		$	7.94		5.6	$	21.0

F-614

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

23.    Stock-based compensation (continued)

A summary of the changes in the stock options outstanding under the option plans for the six months ended June 30, 2011, is as follows:

	Common stock under options			Weighted average exercise price/option		Weighted average remaining contractual term		Aggregate intrinsic value
						(In years)		(In millions)
Outstanding at January 1, 2011		835,522		$	10.18
Granted		13,050	(1)		16.72
Exercised		—			—
Forfeited		—			—
Outstanding at June 30, 2011		848,572		$	10.28		8.7	$	12.1
Vested or expected to vest		848,572		$	10.28		8.7	$	12.1
Exercisable at June 30, 2011		205,806		$	10.16		8.6	$	3.0

(1) For the options granted in 2011, the Company will incur incremental compensation expense of approximately $0.1 million over the four-year vesting period of the options.

24.    Proposed merger

On June 17, 2011, the Company, Reynolds Group Holdings Limited (“Reynolds”) and Bucephalas Acquisition Corp., an indirect wholly-owned subsidiary of Reynolds (“Merger Sub”), entered into an Agreement and Plan of Merger and an amendment thereto (as amended, the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Reynolds (the “Merger”). Prior to entering into the Merger Agreement, the Company terminated the previously announced merger agreement (the “Prior Merger Agreement”) with Silgan. In accordance with the terms of the Prior Merger Agreement, the Company paid a $39.5 million termination fee to Silgan.

As a result of the Merger, each outstanding share of the Company’s common stock, other than shares owned by Reynolds or the Company (which will be cancelled) and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $25.50 in cash, without interest. In addition, immediately prior to or contemporaneously with the effective time of the Merger, Holdings will engage in a merger that will result in the equity holders of Holdings (other than GPC) receiving the same cash consideration as is payable in the Merger. Also, pursuant to the terms of the equity incentive plans of the Company and corresponding award agreements with its officers and directors, upon the completion of the Merger, all stock options that vest based solely on the passage of time and continued employment and all stock options that vest upon attainment of certain performance goals will become fully vested if the optionholder remains employed by the Company until the effective time of the Merger. At the effective time of the Merger, all such options will be cancelled and converted into the right of the holder to receive an amount in cash, without interest and less any applicable withholding tax, equal to the product of the total number of shares (or share equivalents) of the Company’s common stock multiplied by the excess, if any, of $25.50 over the exercise price per share (or share equivalent) subject to such option.

At the closing of the Merger, Reynolds is required to pay, or cause to be paid, a cash payment of $245 million pursuant to contractual change in control provisions in the ITRs.

F-615

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

24.    Proposed merger (continued)

The consummation of the Merger was subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which waiting period expired on July 25, 2011) and the receipt of certain foreign antitrust approvals and other customary closing conditions. Blackstone, which owned approximately 60% of the outstanding shares of the Company’s common stock on June 17, 2011, executed a written consent on that date to approve the transaction, thereby providing the required stockholder approval for the Merger. No further action is required to approve the Merger by the stockholders of the Company or by the stockholders of Reynolds. Prior to the amendment to the Merger Agreement, the Merger Agreement provided Reynolds with the right to terminate the Merger Agreement if Blackstone did not execute and deliver a written consent to approve the transaction within 3 days of execution of the Merger Agreement. Under the terms of the amendment to the Merger Agreement, the merger consideration was increased from $25.00 to $25.50 in cash per share of the Company’s common stock, in consideration for the Company’s agreement to a material shortening of the deadline for delivery of Blackstone’s written consent approving the Merger.

25.    Subsequent events

Tender offer and consent solicitations

On July 7, 2011, the Company announced that the Operating Company and CapCo I (collectively, the “Issuers”) commenced tender offers for any and all of their Notes outstanding and solicitation of consents of holders of each series of Notes to make certain amendments to the indentures governing the Notes. The Issuers established 5:00 p.m., New York City time, July 6, 2011, as the record date for the consent solicitations.

The purpose of the tender offers and consent solicitations is to collectively offer holders of Notes an opportunity to receive consideration that represents a premium to the consideration that they would receive if they were to require the Issuers to purchase their Notes in a change of control offer (as defined in the applicable indentures) resulting from the pending Merger of the Company with Reynolds, assuming a 30-day notice period following the change of control, and to provide Reynolds and its affiliates with “Permitted Holder” status under the indentures governing the Notes that is substantially similar to the status that they would have if a change of control offer were consummated, as more fully described in the Offer to Purchase and Consent Solicitation Statement, dated July 6, 2011 (the “Statement”). In the event that the proposed amendments are adopted with respect to a series of Notes, the Issuers will not be required to make a change of control offer for the untendered Notes of that series of Notes in connection with the Merger or with respect to the ownership of the Company and its subsidiaries by Reynolds and its affiliates.

The tender offers and consent solicitations were requested by Reynolds and are being conducted in connection with the Merger. The tender offers and consent solicitations are conditioned on consummation of the Merger, which is itself subject to customary closing conditions, including foreign regulatory approvals. In addition, the tender offers and consent solicitations are conditioned on the receipt of requisite consents to approve the proposed amendments (with respect to each series of Notes, consents in respect of at least a majority in principal amount of the then outstanding Notes issued under the applicable indenture) and the general conditions set forth in the Statement.

Under the terms of the tender offers and consent solicitations, a holder of Notes is entitled to receive an amount paid in cash equal to $1,020 per $1,000 principal amount of each series of Notes, plus accrued and unpaid interest from the last applicable interest payment date to, but not including, the date of settlement (which the Issuers intend to coincide with the closing of the Merger), only if (i) such Notes were held by such holder as of the record date for the consent solicitations and (ii) such holder validly tendered such Notes and validly delivered consents with respect to such Notes prior to 5:00 p.m., New York City time, on July 19, 2011

F-616

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

25.    Subsequent events (continued)

(the “Early Tender/Consent Deadline”) (without validly withdrawing such Notes or revoking such consents). The total consideration included (i) an early tender premium of $10 per $1,000 principal amount of Notes, payable to holders who tendered their Notes and (ii) a consent fee of $15 per $1,000 principal amount of Notes, payable only to holders of Notes as of the record date who delivered their consents with respect to Notes held as of the record date, in each case, prior to the Early Tender/Consent Deadline and without validly withdrawing such Notes or revoking such consents.

Holders who validly tender their Notes after the Early Tender/Consent Deadline (and do not validly withdraw such Notes) will receive $995 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest to, but not including, the date of settlement.

The withdrawal deadline for the tender of Notes was 5:00 p.m., New York City time, on July 19, 2011, unless extended or earlier terminated. The tender offers were initially scheduled to expire at 8:00 a.m., New York City time, on August 4, 2011, unless extended or earlier terminated. On August 4, 2011, the Issuers extended the expiration time of the tender offer for their Senior Subordinated Notes to 5:00 p.m., New York City time, on August 19, 2011, unless further extended or earlier terminated. The Issuers intend for the date of settlement to coincide with the closing of the Merger. Consequently, the Issuers may extend the expiration time and the final acceptance date for tenders as necessary for this to occur. Subject to the satisfaction or waiver of the conditions to the Merger, the Merger is currently expected to close in the third calendar quarter of this year.

Deliveries of consents with respect to any series of Notes may be validly revoked prior to the time that holders of at least a majority in principal amount of such series of Notes deliver their consents, unless such time is extended. Subject to applicable law, the Issuers reserve the right to terminate or amend in any respect any or all of the tender offers and consent solicitations.

Amendment to tender offer and consent solicitations

On July 18, 2011, the Issuers amended the terms of the tender offers and consent solicitations for their Senior Notes set forth in the Statement and the related Consent Letter (as defined in the Statement).

The amendments:

• increased the consent fee from $15 to $25 per $1,000 principal amount of Senior Notes for which consents were validly delivered prior to the Early Tender/Consent Deadline;

• extended the Early Tender/Consent Deadline applicable to the tender offers and consent solicitations for the Senior Notes previously scheduled for 5:00 p.m., New York City time, on July 19, 2011, to 5:00 p.m., New York City time, on July 20, 2011; and

• decreased a base offer consideration offered to holders of the Senior Notes who validly tender their Senior Notes from $995 to $985 per $1,000 principal amount of Senior Notes tendered.

The total consideration offered for the Senior Notes remained unchanged at $1,020 per $1,000 principal amount of Senior Notes validly tendered, and related consents validly delivered, prior to the Early Tender/Consent Deadline.

The Issuers did not change any of the terms of the tender offer and consent solicitation related to their Senior Subordinated Notes.

On July 19, 2011, the Company announced that the Issuers received the Requisite Consents (as defined in the Statement) from holders of the Senior Subordinated Notes to adopt the proposed amendments that were the subject of the consent solicitation for such Notes. The Issuers did not receive the Requisite Consents from holders of the Senior Notes to adopt the proposed amendments that were the subject of the consent solicitation for such Notes.

F-617

Graham Packaging Company Inc.

Notes to condensed consolidated financial statements (Unaudited) (Continued)

25.    Subsequent events (continued)

Acquisition

On July 6, 2011, the Company completed its acquisition of the assets of Techne — Technipack Engineering Italia S.r.l. for total consideration of €8.8 million.

26.    Satisfaction and discharge of Notes and condensed guarantor data

Following the consummation of the merger between the Company and Reynolds on September 8, 2011, and the satisfaction and discharge of the Notes on March 16, 2012, the Company and certain of its subsidiaries (the “Guarantor Subsidiaries”) became guarantors of certain notes issued by Reynolds (the “Reynolds Notes”) by executing supplemental indentures to the indentures governing the Reynolds Notes. As a result of the consummation of the merger on September 8, 2011 as discussed above, each of the Guarantor Subsidiaries became 100% owned by Reynolds Group Holdings Limited. The Notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the Notes on a joint and several basis by each Guarantor Subsidiary.

The following condensed consolidating information presents, in separate columns, the condensed consolidating balance sheet as of June 30, 2011, and the related condensed consolidating statements of operations and condensed consolidating statements of cash flows for the six months ended June 30, 2011 and 2010, for (i) the Guarantors, including the Company and the Guarantor Subsidiaries on a combined basis, with their investments in other subsidiaries recorded under the equity method, (ii) the Non-Guarantors on a combined basis, (iii) eliminating entries necessary to consolidate the Guarantors and the Non-Guarantors, and (iv) the Company on a consolidated basis.

F-618

Graham Packaging Company Inc.

Condensed consolidating balance sheet

As of June 30, 2011

	Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	117,631		$	44,428	$	—		$	162,059
Accounts receivable, net		222,862			92,907		—			315,769
Inventories		216,197			56,133		—			272,330
Deferred income taxes		23,864			6,932		—			30,796
Prepaid expenses and other current assets		23,128			17,417		—			40,545
Total current assets		603,682			217,817		—			821,499
Property, plant and equipment, net		900,306			307,287		—			1,207,593
Intangible assets, net		180,367			6,272		—			186,639
Goodwill		602,329			55,926		—			658,255
Net intercompany		117,903			—		(117,903	)		—
Investment in subsidiaries		335,958			—		(335,958	)		—
Other non-current assets		57,445			16,104		—			73,549
Total assets		2,797,990		$	603,406	$	(453,861	)	$	2,947,535
Liabilities and Equity (Deficit)
Current liabilities:
Current portion of long-term debt	$	16,649		$	14,950	$	—		$	31,599
Accounts payable		207,390			37,867		—			245,257
Accrued expenses and other current liabilities		152,397			53,500		—			205,897
Deferred revenue		34,802			5,492		—			40,294
Total current liabilities		411,238			111,809		—			523,047
Long-term debt		2,786,644			4,340		—			2,790,984
Deferred income taxes		28,417			12,797		—			41,214
Other non-current liabilities		92,541			20,599		—			113,140
Net intercompany		—			117,903		(117,903	)		—
Commitments and contingent liabilities
Equity (deficit):
Graham Packaging Company Inc. stockholders’ equity (deficit):
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		—			—		—			—
Common stock, $0.01 par value, 500,000,000 shares authorized, shares issued and outstanding 67,754,824		678			—		—			678
Additional paid-in capital		466,373			—		—			466,373
Retained earnings (deficit)		(992,662	)		—		—			(992,662	)
Notes and interest receivable for ownership interests		(5,037	)		—		—			(5,037	)
Accumulated other comprehensive income (loss)		188			—		—			188
Graham Packaging Company Inc. stockholders’ equity (deficit)		(530,460	)		—		—			(530,460	)
Noncontrolling interests		9,610			—		—			9,610
Equity (deficit)		(520,850	)		—		—			(520,850	)
Partners’ capital (deficit)		—			335,958		(335,958	)		—
Total liabilities and equity (deficit)	$	2,797,990		$	603,406	$	(453,861	)	$	2,947,535

F-619

Graham Packaging Company Inc.

Condensed consolidating statement of operations

For the six months ended June 30, 2011

	Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Net sales	$	1,262,498		$	315,237		$	—		$	1,577,735
Cost of goods sold		1,065,323			272,984			—			1,338,307
Gross profit		197,175			42,253			—			239,428
Selling, general and administrative expenses		97,577			16,661			—			114,238
Asset impairment charges		1,621			857			—			2,478
Net loss (gain) on disposal of property, plant and equipment		564			(659	)		—			(95	)
Operating income		97,413			25,394			—			122,807
Interest expense, net		103,168			2,358			—			105,526
Increase in income tax receivable obligations		12,567			—			—			12,567
Other (income) expense, net		(4,820	)		4,396			—			(424	)
Equity in earnings of subsidiaries		(9,634	)		—			9,634			—
(Loss) income before income taxes		(3,868	)		18,640			(9,634	)		5,138
Income tax provision		14,638			9,006			—			23,644
Net (loss) income		(18,506	)		9,634			(9,634	)		(18,506	)
Net income attributable to noncontrolling interests		2,849			—			—			2,849
Net (loss) income attributable to Graham Packaging Company Inc. stockholders	$	(21,355	)	$	9,634		$	(9,634	)	$	(21,355	)

F-620

Graham Packaging Company Inc.

Condensed consolidating statement of operations

For the six months ended June 30, 2010

	Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In thousands)
Net sales	$	980,211		$	258,197	$	—		$	1,238,408
Cost of goods sold		796,780			218,712		—			1,015,492
Gross profit		183,431			39,485		—			222,916
Selling, general and administrative expenses		82,703			13,238		—			95,941
Asset impairment charges		2,116			676		—			2,792
Net loss on disposal of property, plant and equipment		704			349		—			1,053
Operating income		97,908			25,222		—			123,130
Interest expense, net		85,134			1,843		—			86,977
Net loss on debt extinguishment		2,664			—		—			2,664
Increase in income tax receivable obligations		4,900			—		—			4,900
Other (income) expense, net		(3,990	)		7,202		—			3,212
Equity in earnings of subsidiaries		(11,076	)		—		11,076			—
Income (loss) before income taxes		20,276			16,177		(11,076	)		25,377
Income tax provision		6,987			5,101		—			12,088
Net income (loss)		13,289			11,076		(11,076	)		13,289
Net income attributable to noncontrolling interests		1,974			—		—			1,974
Net income (loss) attributable to Graham Packaging Company Inc. stockholders	$	11,315		$	11,076	$	(11,076	)	$	11,315

F-621

Graham Packaging Company Inc.

Condensed consolidating statement of cash flows

For the six months ended June 30, 2011

	Guarantors			Non- Guarantors			Eliminations			Consolidated
	(In thousands)
Operating activities:
Net cash provided by operating activities	$	74,491		$	17,547		$	—		$	92,038
Investing activities:
Net cash paid for property, plant and equipment		(58,480	)		(20,096	)		—			(78,576	)
Acquisitions of/investments in businesses, net of cash acquired		(9,965	)		9,965			—			—
Intercompany investing activities		(197	)		1,250			(1,053	)		—
Cash paid for sale of business		(61	)		—			—			(61	)
Net cash used in investing activities		(68,703	)		(8,881	)		(1,053	)		(78,637	)
Financing activities:
Proceeds from issuance of long-term debt		—			27,072			—			27,072
Payment of long-term debt		(8,671	)		(30,228	)		—			(38,899	)
Debt issuance fees		(462	)		—			—			(462	)
Intercompany financing activities		(1,250	)		197			1,053			—
Proceeds from issuance of ownership interests		6,421			—			—			6,421
Net cash (used in) provided by financing activities		(3,962	)		(2,959	)		1,053			(5,868	)
Effect of exchange rate changes on cash and cash equivalents		—			1,562			—			1,562
Increase in cash and cash equivalents		1,826			7,269			—			9,095
Cash and cash equivalents at beginning of period		115,805			37,159			—			152,964
Cash and cash equivalents at end of period	$	117,631		$	44,428		$	—		$	162,059

F-622

Graham Packaging Company Inc.

Condensed consolidating statement of cash flows

For the six months ended June 30, 2010

	Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Operating activities:
Net cash provided by operating activities	$	67,754		$	31,448		$	—		$	99,202
Investing activities:
Net cash paid for property, plant and equipment		(39,986	)		(35,696	)		—			(75,682	)
Intercompany investing activities		(9,000	)		—			9,000			—
Net cash (used in) provided by investing activities		(48,986	)		(35,696	)		9,000			(75,682	)
Financing activities:
Proceeds from issuance of long-term debt		245			42,273			—			42,518
Payment of long-term debt		(200,995	)		(39,483	)		—			(240,478	)
Intercompany financing activities		—			9,000			(9,000	)		—
Debt issuance fees		(648	)		—			—			(648	)
Proceeds from the issuance of common stock, net of underwriting discount of $11.3 million		171,055			—			—			171,055
Payment of other expenses for the issuance of common stock		(5,419	)		—			—			(5,419	)
Net cash (used in) provided by financing activities		(35,762	)		11,790			(9,000	)		(32,972	)
Effect of exchange rate changes on cash and cash equivalents		30			(2,274	)		—			(2,244	)
(Decrease) increase in cash and cash equivalents		(16,964	)		5,268			—			(11,696	)
Cash and cash equivalents at beginning of period		124,265			23,543			—			147,808
Cash and cash equivalents at end of period	$	107,301		$	28,811		$	—		$	136,112

F-623

Graham Packaging Company Inc.

Financial statements for the period ended

December 31, 2010

F-624

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Graham Packaging Company Inc.

York, Pennsylvania

We have audited the accompanying consolidated balance sheets of Graham Packaging Company, Inc. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, comprehensive income (loss), equity (deficit) and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2011 (not included herein) expressed an unqualified opinion on the Company’s internal control over financial reporting.

As discussed in Note 1 to the consolidated financial statements, on January 1, 2009, the Company adopted a new accounting and reporting standard related to non-controlling interest.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

February 24, 2011

(October 19, 2011, as to Note 30, and

April 6, 2012, as to Note 31)

F-625

Graham Packaging Company Inc.

Consolidated balance sheets

	December 31,
	2010			2009
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	152,964		$	147,808
Accounts receivable, net		216,368			191,685
Inventories		247,166			194,702
Deferred income taxes		14,616			3,446
Prepaid expenses and other current assets		42,363			58,297
Total current assets		673,477			595,938
Property, plant and equipment		2,248,597			1,974,152
Less accumulated depreciation and amortization		1,045,455			956,374
Property, plant and equipment, net		1,203,142			1,017,778
Intangible assets, net		195,780			43,012
Goodwill		643,064			437,058
Other non-current assets		91,364			32,506
Total assets	$	2,806,827		$	2,126,292
Liabilities and Equity (Deficit)
Current liabilities:
Current portion of long-term debt	$	34,007		$	100,657
Accounts payable		142,585			111,013
Accrued expenses and other current liabilities		196,432			186,806
Deferred revenue		32,471			30,245
Total current liabilities		405,495			428,721
Long-term debt		2,798,824			2,336,206
Deferred income taxes		32,428			24,625
Other non-current liabilities		100,804			99,854
Commitments and contingent liabilities (see Notes 22 and 23)
Equity (deficit):
Graham Packaging Company Inc. stockholders’ equity (deficit):
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $0.01 par value, 500,000,000 shares authorized, shares issued and outstanding 63,311,512 and 42,998,786		633			430
Additional paid-in capital		459,422			297,470
Retained earnings (deficit)		(977,318	)		(1,032,887	)
Notes and interest receivable for ownership interests		(4,838	)		(6,353	)
Accumulated other comprehensive income (loss)		(22,508	)		(31,123	)
Graham Packaging Company Inc. stockholders’ equity (deficit)		(544,609	)		(772,463	)
Noncontrolling interests		13,885			9,349
Equity (deficit)		(530,724	)		(763,114	)
Total liabilities and equity (deficit)	$	2,806,827		$	2,126,292

See accompanying notes to consolidated financial statements.

F-626

Graham Packaging Company Inc.

Consolidated statements of operations

	Year ended December 31,
	2010			2009			2008
	(In thousands, except share and per share data)
Net sales	$	2,512,733		$	2,271,034		$	2,558,954
Cost of goods sold		2,076,284			1,866,585			2,183,286
Gross profit		436,449			404,449			375,668
Selling, general and administrative expenses		181,359			122,490			127,568
Asset impairment charges		9,621			41,826			96,064
Net loss on disposal of property, plant and equipment		3,758			6,452			6,834
Operating income		241,711			233,681			145,202
Interest expense		185,581			176,861			180,042
Interest income		(663	)		(1,103	)		(804	)
Net loss on debt extinguishment		31,132			8,726			—
Write-off of amounts in accumulated other comprehensive income related to interest rate swaps		6,988			—			—
Increase in income tax receivable obligations		4,971			—			—
Other expense (income), net		2,613			(1,551	)		404
Income (loss) before income taxes		11,089			50,748			(34,440	)
Income tax (benefit) provision		(50,700	)		27,014			12,977
Income (loss) from continuing operations		61,789			23,734			(47,417	)
Loss from discontinued operations		—			(9,481	)		(10,506	)
Net income (loss)		61,789			14,253			(57,923	)
Net income attributable to noncontrolling interests		7,077			3,174			—
Net income (loss) attributable to Graham Packaging Company Inc. stockholders	$	54,712		$	11,079		$	(57,923	)
Earnings per share:
Income (loss) from continuing operations per share:
Basic	$	0.91		$	0.45		$	(1.10	)
Diluted	$	0.89		$	0.44		$	(1.10	)
Loss from discontinued operations per share:
Basic	$	—		$	(0.19	)	$	(0.25	)
Diluted	$	—		$	(0.19	)	$	(0.25	)
Net income (loss) attributable to Graham Packaging Company Inc. stockholders per share:
Basic	$	0.91		$	0.26		$	(1.35	)
Diluted	$	0.89		$	0.25		$	(1.35	)
Weighted average shares outstanding:
Basic		60,334,473			42,981,204			42,975,419
Diluted		61,410,535			42,985,179			42,975,419

See accompanying notes to consolidated financial statements.

F-627

Graham Packaging Company Inc.

Consolidated statements of comprehensive income (loss)

	Year ended December 31,
	2010			2009		2008
	(In thousands)
Net income (loss)	$	61,789		$	14,253	$	(57,923	)
Other comprehensive income (loss):
Changes in fair value of derivatives designated and accounted for as cash flow hedges (net of tax of $0 for all years presented)		—			490		(22,361	)
Amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements (net of tax of $0 for all years presented)(1)		12,956			9,621		—
Amortization of prior service costs and unrealized actuarial losses included in net periodic benefit costs for pension and post-retirement plans (net of tax benefits of $206, $118 and $342 for 2010, 2009 and 2008, respectively)		(4,118	)		10,432		(29,028	)
Foreign currency translation adjustments (net of tax benefits of $90, $22 and $985 for 2010, 2009 and 2008, respectively)		(1,966	)		19,579		(65,941	)
Total other comprehensive income (loss)		6,872			40,122		(117,330	)
Comprehensive income (loss)		68,661			54,375		(175,253	)
Comprehensive income attributable to noncontrolling interests		7,727			9,215		—
Comprehensive income (loss) attributable to Graham Packaging Company Inc. stockholders	$	60,934		$	45,160	$	(175,253	)

(1) Amount for the year ended December 31, 2010, includes the write-off of the remaining amount of $7.0 million as a result of the extinguishment of the Term Loan B (as defined herein) on September 23, 2010.

See accompanying notes to consolidated financial statements.

F-628

Graham Packaging Company Inc.

Consolidated statements of equity (deficit)

	Common stock				Additional paid-in capital			Retained earnings (deficit)			Notes  and interest receivable for ownership interests			Accumulated other comprehensive income (loss)			Graham Packaging Company Inc. stockholders’ equity (deficit)			Non- controlling interests			Equity (deficit)
	Shares		Amount
	(In thousands, except share data)
Consolidated balance at January 1, 2008		42,975,419	$	430	$	293,850		$	(986,043	)	$	(6,171	)	$	52,126		$	(645,808	)	$	—		$	(645,808	)
Net loss for the year		—		—		—			(57,923	)		—			—			(57,923	)		—			(57,923	)
Other comprehensive loss		—		—		—			—			—			(117,330	)		(117,330	)		—			(117,330	)
Stock compensation expense		—		—		2,560			—			—			—			2,560			—			2,560
Interest on notes receivable		—		—		—			—			(121	)		—			(121	)		—			(121	)
Equity transaction of consolidated subsidiary		—		—		240			—			—			—			240			—			240
Consolidated balance at December 31, 2008		42,975,419		430		296,650			(1,043,966	)		(6,292	)		(65,204	)		(818,382	)		—			(818,382	)
Net income for the year		—		—		—			11,079			—			—			11,079			3,174			14,253
Other comprehensive income		—		—		—			—			—			34,081			34,081			6,041			40,122
Stock compensation expense		—		—		761			—			—			—			761			134			895
Interest on notes receivable		—		—		—			—			(273	)		—			(273	)		—			(273	)
Repayment of notes receivable		—		—		—			—			387			—			387			—			387
Purchase of ownership interests		—		—		—			—			(175	)		—			(175	)		—			(175	)
Net proceeds from net issuance of ownership interests		23,367		—		59			—			—			—			59			—			59
Consolidated balance at December 31, 2009		42,998,786		430		297,470			(1,032,887	)		(6,353	)		(31,123	)		(772,463	)		9,349			(763,114	)
Net income for the year		—		—		—			54,712			—			—			54,712			7,077			61,789
Other comprehensive income		—		—		—			—			—			6,222			6,222			650			6,872
Stock compensation expense		—		—		1,090			—			—			—			1,090			122			1,212
Units of Holdings (as defined herein) issued under compensation plans		—		—		—			—			—			—			—			4,344			4,344
Interest on notes receivable		—		—		—			—			(367	)		—			(367	)		—			(367	)
Repayment of notes receivable		—		—		—			—			1,882			—			1,882			—			1,882
Net proceeds from initial issuance of common stock		18,232,267		183		162,975			—			—			—			163,158			—			163,158
Common stock issued under exchange agreements		2,080,459		20		4,387			857			—			2,393			7,657			(7,657	)		—
Initial obligations under income tax receivable agreements		—		—		(6,500	)		—			—			—			(6,500	)		—			(6,500	)
Consolidated balance at December 31, 2010		63,311,512	$	633	$	459,422		$	(977,318	)	$	(4,838	)	$	(22,508	)	$	(544,609	)	$	13,885		$	(530,724	)

See accompanying notes to consolidated financial statements.

F-629

Graham Packaging Company Inc.

Consolidated statements of cash flows

	Year ended December 31,
	2010			2009			2008
	(In thousands)
Operating activities:
Net income (loss)	$	61,789		$	14,253		$	(57,923	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		171,088			159,417			177,784
Amortization of debt issuance fees		6,109			7,961			10,343
Accretion of senior unsecured notes		476			47			—
Net loss on debt extinguishment		31,132			8,726			—
Write-off of amounts in accumulated other comprehensive income related to interest rate swaps		6,988			—			—
Net loss on disposal of property, plant and equipment		3,758			9,991			6,834
Pension expense		3,151			5,118			2,625
Asset impairment charges		9,621			47,721			103,922
Unrealized loss on termination of cash flow hedge accounting		(2,973	)		3,798			—
Stock compensation expense		1,212			895			2,560
Equity income from unconsolidated subsidiaries		(49	)		(4	)		—
Deferred tax (benefit) provision		(65,925	)		9,082			932
Increase in income tax receivable obligations		4,971			—			—
Foreign currency transaction (gain) loss		(191	)		254			(1,621	)
Interest receivable on loans to owners		(367	)		(273	)		(121	)
Changes in operating assets and liabilities, net of acquisitions of businesses:
Accounts receivable		14,134			42,203			1,651
Inventories		(14,369	)		28,600			30,674
Prepaid expenses and other current assets		14,402			1,459			(12,195	)
Other non-current assets		(11,633	)		(4,599	)		(6,426	)
Accounts payable and accrued expenses		9,228			430			(41,299	)
Pension contributions		(7,339	)		(16,328	)		(7,991	)
Other non-current liabilities		(5,126	)		6,718			1,452
Net cash provided by operating activities		230,087			325,469			211,201
Investing activities:
Cash paid for property, plant and equipment		(157,119	)		(146,011	)		(148,576	)
Proceeds from sale of property, plant and equipment		631			984			4,156
Acquisitions of/investments in businesses, net of cash acquired		(579,049	)		(1,385	)		—
Cash paid for sale of businesses		(55	)		(4,118	)		—
Net cash used in investing activities		(735,592	)		(150,530	)		(144,420	)
Financing activities:
Proceeds from issuance of long-term debt		708,841			311,889			328,182
Payment of long-term debt		(333,463	)		(355,847	)		(362,024	)
Debt issuance fees		(35,856	)		(27,193	)		—
Proceeds from the issuance of common stock, net of underwriting discount of $11.3 million		171,055			—			—
Payment of other expenses for the issuance of common stock		(5,669	)		(3,023	)		—
Repayment of notes and interest for ownership interests		1,882			387			—
Proceeds from issuance of ownership interests		4,344			—			240
Net proceeds from net issuance of ownership interests		—			59			—
Purchase of ownership interests		—			(175	)		—
Net cash provided by (used in) financing activities		511,134			(73,903	)		(33,602	)
Effect of exchange rate changes on cash and cash equivalents		(473	)		2,893			(7,614	)
Increase in cash and cash equivalents		5,156			103,929			25,565
Cash and cash equivalents at beginning of year		147,808			43,879			18,314
Cash and cash equivalents at end of year	$	152,964		$	147,808		$	43,879
Supplemental disclosures:
Cash paid for interest, net of amounts capitalized	$	161,122		$	177,664		$	169,035
Cash paid for income taxes (net of refunds)	$	21,064		$	19,210		$	9,295
Non-cash investing and financing activities:
Capital leases	$	—		$	1,551		$	403
Accruals for purchases of property, plant and equipment	$	10,587		$	10,469		$	13,806
Accruals related to acquisitions	$	826		$	—		$	—
Accruals for debt issuance fees	$	136		$	335		$	—

See accompanying notes to consolidated financial statements.

F-630

Graham Packaging Company Inc.

Notes to consolidated financial statements

December 31, 2010

1.    Significant accounting policies

Description of business

The Company focuses on the manufacture and sale of value-added plastic packaging products principally to large, multinational companies in the food and beverage, household, personal care/specialty and automotive lubricants product categories. The Company has manufacturing facilities in Argentina, Belgium, Brazil, Canada, China, Finland, France, Mexico, the Netherlands, Poland, Spain, Turkey, the United Kingdom, the United States and Venezuela.

Principles of consolidation

The consolidated financial statements include the operations of Graham Packaging Company Inc. (“GPC”), formerly BMP/Graham Holdings Corporation, a Delaware corporation formed by Blackstone Capital Partners III Merchant Banking Fund L.P.; BCP/Graham Holdings L.L.C. (“BCP” and together with GPC, the “Equity Investors”), a Delaware limited liability company and a wholly-owned subsidiary of GPC; Graham Packaging Holdings Company (“Holdings”), a Pennsylvania limited partnership, formerly known as Graham Packaging Company; Holdings’ wholly-owned subsidiary Graham Packaging Company, L.P. (the “Operating Company”), a Delaware limited partnership, formerly known as Graham Packaging Holdings I, L.P.; and subsidiaries thereof. These entities and assets, as well as other wholly-owned subsidiaries of GPC and Holdings, are referred to collectively as Graham Packaging Company Inc. (the “Company”).

GPC owned an 88.0% limited partnership interest and BCP owned a 2.9% general partnership interest in Holdings as of December 31, 2010. The Graham Family (defined as Graham Capital Company, GPC Investments, LLC, Graham Alternative Investment Partners I, LP, Graham Engineering Corporation and other entities controlled by Donald C. Graham and his family) owned a 9.0% limited partnership interest in Holdings as of December 31, 2010. A former member of management owned a 0.1% limited partnership interest in Holdings as of December 31, 2010. Additionally, Holdings owns a 99% limited partnership interest in the Operating Company, and GPC Opco GP L.L.C., a wholly-owned subsidiary of Holdings, owns a 1% general partnership interest in the Operating Company.

In addition, the consolidated financial statements of the Company include GPC Capital Corp. I (“CapCo I”), a wholly-owned subsidiary of the Operating Company, and GPC Capital Corp. II (“CapCo II”), a wholly-owned subsidiary of Holdings. The purpose of CapCo I is solely to act as co-obligor with the Operating Company under the Notes (as defined herein) and as co-borrower with the Operating Company under the Credit Agreement (as defined herein). CapCo II currently has no obligations under any of the Company’s outstanding indebtedness. CapCo I and CapCo II have only nominal assets and do not conduct any independent operations. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

GPC (63.6% owned by Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P. (collectively, “Blackstone”), 0.9% owned by the Graham Family, 0.2% owned by management and 35.3% owned by other investors as of December 31, 2010) has no operations. GPC’s only assets are its direct and indirect investments in Holdings and its ownership of BCP. Holdings has no assets, liabilities or operations other than its direct and indirect investments in the Operating Company and its ownership of CapCo II and GPC Opco GP L.L.C. Holdings has fully and unconditionally guaranteed the Notes of the Operating Company and CapCo I.

Noncontrolling interests

On January 1, 2009, the Company adopted new guidance issued under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, “Consolidations.” This guidance establishes new standards that govern the accounting for, and reporting of, noncontrolling interests in partially-owned consolidated subsidiaries and the loss of control of subsidiaries. Specifically, the guidance requires that: (1) a noncontrolling interest, previously referred to as minority interest, is to be reported as part of equity in

F-631

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

the consolidated financial statements; (2) losses are to be allocated to a noncontrolling interest even when such allocation might result in a deficit balance, thereby reducing the losses attributed to the controlling interest; (3) changes in ownership interest are to be treated as equity transactions if control is maintained; (4) changes in ownership interest resulting in a gain or loss are to be recognized in earnings if control is gained or lost; and (5) in a business combination the noncontrolling interest’s share of net assets acquired is to be recorded at fair value, plus its share of goodwill. The provisions under this guidance are prospective upon adoption, except for the presentation and disclosure requirements. The presentation and disclosure requirements must be applied retrospectively for all periods presented. Accordingly, the Company’s Consolidated Balance Sheets as of December 31, 2010 and 2009, and the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and 2008, reflect this guidance.

The Company attributes earnings and losses of Holdings to the noncontrolling interests of Holdings based on the noncontrolling interests’ relative unit ownership percentages. Net income attributable to the noncontrolling interests was $7.1 million and $3.2 million for the years ended December 31, 2010 and 2009, respectively. Net loss attributable to the noncontrolling interests of $8.6 million for the year ended December 31, 2008, has been allocated to the GPC stockholders. As of December 31, 2010, accumulated comprehensive income of $13.9 million attributable to the noncontrolling interests is included in a separate component of equity (deficit). As of December 31, 2010, accumulated losses, incurred prior to the adoption of this guidance, of $69.9 million attributable to the noncontrolling interests have been allocated to the GPC stockholders and are included in the retained deficit.

Revenue recognition

The Company recognizes revenue on product sales in the period when the sales process is complete. This generally occurs when products are shipped to the customer in accordance with terms of an agreement of sale, under which title and risk of loss have been transferred, collectability is reasonably assured and pricing is fixed or determinable. For a small percentage of sales where title and risk of loss pass at point of delivery, the Company recognizes revenue upon delivery to the customer, assuming all other criteria for revenue recognition are met. Sales are recorded net of discounts, allowances and returns. Sales allowances are recorded as a reduction to sales in accordance with the guidance under ASC 605-50, “Customer Payments and Incentives.” The Company maintains a sales return allowance to reduce sales for estimated future product returns.

Cost of goods sold

Cost of goods sold includes the cost of inventory (materials and conversion costs) sold to customers, shipping and handling costs and warehousing costs. It also includes inbound freight charges, purchasing and receiving costs, quality assurance costs, safety and environmental-related costs, packaging costs, internal transfer costs and other costs of the Company’s distribution network.

Selling, general and administrative expenses

Selling, general and administrative expenses include the costs for the Company’s sales force and its related expenses, the costs of support functions, including information technology, finance, human resources, legal, global vendor contract services and executive management, and their related expenses and the costs of the Company’s research and development activities.

Research and development costs

The Company expenses costs to research, design and develop new packaging products and technologies as incurred. Such costs, net of any reimbursement from customers, were $10.3 million, $9.9 million and $9.6 million for the years ended December 31, 2010, 2009 and 2008, respectively.

F-632

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

Equity investments

Investments in which the Company owns 20% to 50% of the common stock of, or otherwise exercises significant influence over, an investee are accounted for under the equity method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments, the proportionate share of earnings and losses and distributions. The Company reviews the value of equity method investments and records impairment charges in the consolidated statement of operations for any decline in value that is determined to be other-than-temporary. The carrying value of this investment as of each of December 31, 2010 and 2009, was $1.4 million.

On August 12, 2009, the Company purchased a 22% interest in PPI Blow Pack Private Limited, an Indian limited liability company, for $1.4 million which is being accounted for under the equity method of accounting and is reflected in other non-current assets.

Cash and cash equivalents

The Company considers cash and investments with an initial maturity of three months or less when purchased to be cash and cash equivalents. Outstanding checks of $9.6 million and $7.3 million as of December 31, 2010 and 2009, respectively, are included in accounts payable on the Consolidated Balance Sheets.

Accounts receivable

The Company maintains allowances for estimated losses resulting from the inability of specific customers to meet their financial obligations to the Company. A specific reserve for doubtful receivables is recorded against the amount due from these customers. For all other customers, the Company recognizes reserves for doubtful receivables based on the length of time specific receivables are past due based on past experience.

Inventories

Inventories include material, labor and overhead and are stated at the lower of cost or market with cost determined by the first-in, first-out (“FIFO”) method. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage and market conditions. See Note 6.

Property, plant and equipment

Property, plant and equipment are stated at cost. The Company capitalizes significant improvements, and charges repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. The Company accounts for its molds in accordance with the guidance under ASC 340-10, “Pre-Production Costs Related to Long-Term Supply Arrangements.” All capitalizable molds, whether owned by the Company or its customers, are included in property, plant and equipment in the Consolidated Balance Sheets. Interest costs are capitalized during the period of construction of capital assets as a component of the cost of acquiring these assets. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the various assets ranging from 2 to 31.5 years. Depreciation and amortization are included in cost of goods sold and selling, general and administrative expenses on the Consolidated Statements of Operations based on the use of the assets. The Company removes the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognizes any resulting gain or loss upon the disposition of the assets.

Conditional asset retirement obligations

The Company accounts for obligations associated with the retirement of its tangible long-lived assets in accordance with ASC 410-20, “Asset Retirement Obligations.” The Company recognizes a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. A conditional

F-633

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The Company records corresponding amounts for the asset retirement obligations as increases in the carrying amounts of the related long-lived assets, which are then depreciated over the useful lives of such long-lived assets. The net present value of these obligations was $12.4 million and $11.1 million as of December 31, 2010 and 2009, respectively, which is included in other non-current liabilities.

Goodwill and intangible assets

The Company accounts for purchased goodwill in accordance with ASC 350-10, “Goodwill and Other Intangible Assets.” Under this guidance, goodwill is not amortized, but rather is tested for impairment at least annually.

Intangible assets, other than goodwill, with definite lives are amortized over their estimated useful lives. Intangible assets consist of patented technology, customer relationships, trade names and non-compete agreements. The Company amortizes these intangibles using the straight-line method over the estimated useful lives of the assets ranging from 2 to 19 years. The Company periodically evaluates the reasonableness of the estimated useful lives of these intangible assets. See Note 8.

In order to test goodwill for impairment under ASC 350-10, a determination of the fair value of the Company’s reporting units is required and is based upon, among other things, estimates of future operating performance. Changes in market conditions, among other factors, may have an impact on these estimates. The Company performs its required annual impairment tests on December 31 of each fiscal year. See Notes 9, 10 and 24.

Other non-current assets

Other non-current assets primarily include deferred income tax assets of $44.6 million and debt issuance fees. Debt issuance fees totaled $27.4 million and $22.0 million as of December 31, 2010 and 2009, respectively. Debt issuance fees are net of accumulated amortization of $15.9 million and $24.6 million as of December 31, 2010 and 2009, respectively. Amortization is computed by the effective interest method over the term of the related debt.

Impairment of long-lived assets and intangible assets

Long-lived assets and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, “Impairment or Disposal of Long-Lived Assets.” The Company generally uses either a single scenario estimate or a probability-weighted estimate of the future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. Any impairment loss, if indicated, is measured on the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. When fair values are not available, the Company generally estimates fair value using either single scenario expected future cash flows discounted at a risk-adjusted rate or probability-weighted expected future cash flows discounted at a risk-free rate. See Note 10.

Derivatives

The Company accounts for derivatives under ASC 815-10, “Derivative Instruments and Hedging Activities.” This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. ASC 815-10 defines requirements for designation and documentation of hedging relationships as well as ongoing effectiveness assessments in order to use hedge accounting. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheet at fair value. The fair value of the derivatives is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments.

F-634

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

The fair value of derivatives also considers the credit default risk of the paying party. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in other comprehensive income (loss) and will be recognized in the income statement when the hedged item affects earnings.

In the past, the Company had entered into interest rate swap and collar agreements, foreign currency exchange contracts and natural gas swap agreements. These derivative contracts had been accounted for as cash flow hedges.

Benefit plans

The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. Accounting for defined benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected rates of return on plan assets and future compensation growth rates. The Company evaluates these assumptions at least once each year, or as facts and circumstances dictate, and makes changes as conditions warrant. Changes to these assumptions will increase or decrease the Company’s reported income, which will result in changes to the recorded benefit plan assets and liabilities, the net of which is substantially all included in other non-current liabilities.

Deferred revenue

The Company often receives advance payments related to the design and development of customer molds utilized by the Company under long-term supply arrangements. The Company records these advance payments as deferred revenue and recognizes the related revenue on a straight-line basis over the related term of the long-term supply arrangement. Current and non-current deferred revenue were $32.5 million and $24.4 million, respectively, for the year ended December 31, 2010, and $30.2 million and $28.4 million, respectively, for the year ended December 31, 2009.

Foreign currency translation

The Company uses the local currency as the functional currency for all foreign operations, except as noted below. All assets and liabilities of such foreign operations are translated into U.S. dollars at year-end exchange rates. Income statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are included in accumulated other comprehensive income as a component of equity (deficit). Exchange gains and losses arising from transactions denominated in foreign currencies other than the functional currency of the entity entering into the transactions are included in current operations. For operations in highly inflationary economies, the Company remeasures such entities’ financial statements as if the functional currency was the U.S. dollar.

Comprehensive income (loss)

The Company follows ASC 220-10, “Comprehensive Income,” which requires the classification of items of other comprehensive income (loss) by their nature, and the disclosure of the accumulated balance of other comprehensive income (loss) separately within the equity section of the consolidated balance sheet. Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Changes in fair value of derivatives designated and accounted for as cash flow hedges, amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements, amortization of prior service costs and unrealized actuarial losses included in net periodic benefit costs for pension and post-retirement plans, and foreign currency translation adjustments are included in other

F-635

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

comprehensive income (loss) and added to net income (loss) to determine total comprehensive income (loss), which is displayed in the Consolidated Statements of Comprehensive Income (Loss).

Income taxes

The Company accounts for income taxes in accordance with the guidance under ASC 740-10, “Income Taxes.” Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Income tax receivable agreements

In connection with the initial public offering (“IPO”), GPC entered into separate Income Tax Receivable Agreements (“ITRs”) with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC Holdings, L.P. (“GPC LP”), an affiliate of the Graham Family. The agreements provide for the payment by GPC of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that is actually realized (or is deemed to be realized in the case of an early termination or change in control as further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) the 1998 acquisition of Holdings and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain other tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs. Payments under the ITRs are not conditioned upon these parties’ continued ownership of the Company or Holdings.

The Company expects that future payments under the ITRs will aggregate to between $200.0 million and $235.0 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in Holdings for GPC common stock depending on the timing and value of such exchanges. This range is based on the Company’s assumptions using various items, including valuation analysis and historical tax basis amounts. This range also includes step-ups related to the Graham Family’s exchange of 1,324,900 limited partnership units through December 31, 2010. The Company recognizes net deferred income tax assets, including net deferred income tax assets subject to the ITRs, in accordance with the guidance included in ASC 740, “Income Taxes.” As a result, changes in the recorded net deferred income tax assets that are subject to the ITRs obligations will result in changes in the ITRs obligations, and such changes will be recorded as non-operating income or expense. As of December 31, 2010, the value of the ITRs obligations was $11.5 million. Because GPC is a holding company with no operations of its own, its ability to make payments under the ITRs is dependent on Holdings’ ability to make distributions. Upon the effective date of the respective ITRs, the Company recorded an initial obligation of $6.5 million, which was recognized as a reduction of additional paid-in capital. Additionally, the Company recorded $5.0 million in non-operating expense related to the increase in the ITRs obligations for the year ended December 31, 2010. For the year ended December 31, 2010, no payments have been made under the ITRs.

Option plans

The Company, from time to time, has granted options to purchase partnership units of Holdings, which may be exchanged for shares of GPC’s common stock, and options to purchase shares of GPC’s common stock. The Company adopted the guidance under ASC 718-20, “Awards Classified as Equity,” on January 1, 2006, using the prospective method. In accordance with the guidance under this topic, the Company applied this guidance prospectively to awards issued, modified, repurchased or cancelled after January 1, 2006. Under the guidance of this topic, actual tax benefits, if any, recognized in excess of tax benefits previously established upon grant are

F-636

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

reported as a financing cash inflow. Prior to adoption, such excess tax benefits, if any, were reported as an operating cash inflow.

The Company continued to account for equity-based compensation to employees for awards outstanding as of January 1, 2006, using the intrinsic value method allowed by the guidance in ASC 718-10-30, “Stock Compensation Initial Measurement.” The exercise prices of all unit options were equal to or greater than the fair value of the units on the dates of the grants and, accordingly, no compensation cost has been recognized for these options. ASC 718-20 established accounting and disclosure requirements using a fair value based method of accounting for equity-based employee compensation plans. Under ASC 718-20, compensation cost is measured at the grant date based on the value of the award and is recognized over the service (or vesting) period.

Postemployment benefits

The Company maintains deferred compensation plans for the Operating Company’s former Chief Executive Officers, which provide them with postemployment benefits. Accrued postemployment benefits of $6.8 million and $7.0 million as of December 31, 2010 and 2009, respectively, were included in liabilities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Subsequent events

The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements were available to be issued, which the Company considers to be the date of filing with the Securities and Exchange Commission.

Recently issued accounting pronouncements

In June 2009, the FASB issued guidance under ASC 860, “Transfers and Servicing” (formerly Statement of Financial Accounting Standards (“SFAS”) 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS 140”). This guidance enhances the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets, the effects a transfer will have on its financial performance and cash flows and any transferor’s continuing involvement in transferred financial assets. The Company adopted this guidance effective January 1, 2010, and the adoption had no impact on its financial statements.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Multiple Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force.” This update provides amendments to the guidance provided under ASC 605, “Revenue Recognition,” for separating consideration in multiple-deliverable arrangements and establishes a hierarchy for determining the selling price of a deliverable. The Company adopted this guidance effective January 1, 2011, and the adoption had no impact on its financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts by requiring an entity to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The Company adopted this guidance effective January 1, 2011, and the adoption had no impact on its financial statements.

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

1.    Significant accounting policies (continued)

Management has determined that all other recently issued accounting pronouncements will not have a material impact on the Company’s financial statements, or do not apply to the Company’s operations.

Reclassification

A reclassification has been made to the 2009 and 2008 Consolidated Statements of Cash Flows to reflect the deferred tax (benefit) provision as a separate component of cash provided by operating activities. Amounts for this line item were previously included in changes in prepaid expenses and other current assets, changes in other non-current assets, changes in accounts payable and accrued expenses and changes in other non-current liabilities.

2.    Discontinued operations

On November 12, 2009, the Company sold its wholly-owned subsidiary Graham Emballages Plastiques S.A.S., located in Meaux, France, to an independent third party. The Company determined that the results of operations for this location, which had previously been reported in the Europe segment, would be reported as discontinued operations, in accordance with the guidance under ASC 205-20, “Discontinued Operations.” The following table summarizes the operating results for this location for the periods presented:

	Year ended December 31,
	2009			2008
	(In thousands)
Net sales	$	16,706		$	24,703
Cost of goods sold		16,744			26,873
Selling, general and administrative expenses		(26	)		245
Asset impairment charges		5,895			7,858
Net loss on disposal of property, plant and equipment		3,538			—
Interest expense		36			236
Other income		—			(3	)
Loss from discontinued operations	$	(9,481	)	$	(10,506	)

3.    Acquisitions

Purchase of Liquid Entities

On September 23, 2010, the Company acquired the Liquid Entities (as defined below) from each of the limited partners (the “Liquid Limited Partners”) of Liquid Container L.P. (currently known as “Graham Packaging LC, L.P.”) (“Liquid L.P.”) and each of the stockholders (the “Stockholders”) of (i) Liquid Container Inc. (“Liquid”), a Delaware corporation, (ii) CPG-L Holdings, Inc. (“CPG”), a Delaware corporation, and (iii) WCK-L Holdings, Inc. (“WCK” and, together with Liquid and CPG, the “Liquid General Partners”), a Delaware corporation. Liquid L.P. and the Liquid General Partners are collectively referred to as the “Liquid Entities.” The Company purchased all the shares from the Stockholders and all of the limited partnership units from the Liquid Limited Partners (collectively, the “Liquid Acquisition”) for approximately $564.3 million, subject to a potential working capital adjustment.

Under the acquisition method of accounting, the results of the acquired operation are included in the financial statements of the Company beginning on September 23, 2010. The Liquid Entities, which employ approximately 1,000 employees, have operations in 14 plants located across the United States. Annual net sales totaled $356 million for 2009.

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

3.    Acquisitions (continued)

The Liquid Entities are custom blow molded plastic container manufacturers based in West Chicago, Illinois, that primarily service food and household product categories. In the food product category, the Liquid Entities produce packaging for peanut butter, mayonnaise, coffee, creamer, cooking oil, nuts, instant drink mixes and other food items. The household product category consists of containers for bleach, laundry detergent, spray cleaners, automotive cleaning products, drain cleaners and other consumer-based household products. The Liquid Entities utilize high density polyethylene, polyethylene terephthalate and polypropylene resins to manufacture their containers.

The Liquid Acquisition represents a strategically important acquisition for the Company as it expands the Company’s customer reach within its existing food and consumer products end markets while providing it with additional technological capabilities and an expansion of its geographical reach. The Liquid Acquisition will significantly increase the size and scope of the Company’s operations, particularly in the food product category, and provide the Company with considerable opportunities to convert new products to plastic containers. The Liquid Entities have been a leader in custom blow molded plastic containers used in cold-fill applications and have new hot-fill technologies, which complement the Company’s technologies, and which management believes can help drive new conversions. The Liquid Entities have a similar financial profile to that of the Company, as they use technology to serve their customer base with innovative and cost effective packaging solutions. Management believes the combined purchasing power can yield savings in freight, energy, outside services, leased equipment and miscellaneous raw materials such as packaging, pallets, shrink wrap and spare parts. Additionally, management believes it can eliminate overlapping corporate functions and expenses.

The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the purchase price and a final valuation of the assets and liabilities, including a final valuation of property, plant and equipment, intangible assets and the impact on taxes of any adjustments to such valuations, all necessary to account for the acquisition in accordance with ASC 805, “Business Combinations.” For purposes of allocating the total purchase price, assets acquired and liabilities assumed are recorded at their estimated fair values. The initial allocated fair value of assets acquired and liabilities assumed, and subsequent adjustments, are summarized as follows (in thousands):

	As originally presented		Adjustments			As of December 31, 2010
Cash	$	1,184	$	—		$	1,184
Accounts receivable		36,858		—			36,858
Inventories		35,029		136			35,165
Prepaid expenses and other current assets		1,247		194			1,441
Total current assets		74,318		330			74,648
Property, plant and equipment		193,186		(4,324	)		188,862
Intangible assets		156,500		(600	)		155,900
Goodwill		201,437		2,025			203,462
Total assets acquired		625,441		(2,569	)		622,872
Less liabilities assumed		61,140		(2,569	)		58,571
Net cost of acquisition	$	564,301	$	—		$	564,301

The adjustments set forth above did not materially impact previously reported results of operations or cash flows.

The allocation set forth above is based on management’s estimate of the fair values using valuation techniques including the income, cost and market approaches. The amount allocated to intangible assets

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

3.    Acquisitions (continued)

represents the estimated fair values of technologies of $58.2 million, customer relationships of $89.7 million, trade names of $5.0 million and non-compete agreement of $3.0 million. These intangible assets are being amortized on a straight-line basis over weighted-average estimated remaining lives of 11 years, 14 years, 3 years and 2 years for technologies, customer relationships, trade names and non-compete agreement, respectively, reflecting the expected future benefit periods of these intangible assets. Goodwill of $275.4 million is expected to be deductible for tax purposes. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives up to 20 years. The initial purchase price allocations set forth above are based on all information available to the Company at the present time and are subject to change due to additional working capital adjustments and finalization of fair value calculations, and such changes could be material. The goodwill for the Liquid Entities is disclosed within the North American segment in Note 24.

The purchase agreement related to the Liquid Entities contains a stated purchase price of $568.0 million, plus cash on hand, minus certain indebtedness and subject to a potential working capital adjustment, resulting in a payment by the Company of $564.3 million on September 23, 2010. Included in this amount was a payment of $208.2 million to satisfy existing indebtedness of the Liquid Entities, including accrued interest, then outstanding. The Company and the sellers are in the process of finalizing the working capital adjustment and this adjustment could be material.

During the year ended December 31, 2010, the Company incurred legal, professional and advisory costs directly related to the acquisition totaling $8.5 million. All such costs are included in selling, general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2010. Deferred financing fees incurred in connection with issuing debt related to the acquisition totaled $13.4 million and are reflected in other non-current assets on the Consolidated Balance Sheet as of December 31, 2010.

The results of operations for the year ended December 31, 2010, include the results for the Liquid Entities since the acquisition date. Net sales and operating income of the Liquid Entities included in the Company’s consolidated results of operations totaled $101.4 million and $0.0 million, respectively, for the year ended December 31, 2010.

Pro forma information

The following table sets forth unaudited pro forma results of operations, assuming that the above acquisition had taken place at the beginning of each period presented:

	Year ended December 31,
	2010		2009
	(In millions, except per share data)
Net sales	$	2,803	$	2,627
Net income attributable to Graham Packaging Company Inc. stockholders		39		16
Basic net income attributable to Graham Packaging Company Inc. stockholders per share	$	0.64	$	0.38

These unaudited pro forma results of operations have been prepared for comparative purposes only and include certain adjustments, such as additional depreciation and amortization expense as a result of a step-up in the basis of fixed assets and intangible assets, increased interest expense on acquisition debt and related tax effects. They do not purport to be indicative of the results of operations which actually would have resulted had the combination been in effect at the beginning of each period presented, or of future results of operations of the entities.

On July 1, 2010, the Company acquired China Roots Packaging PTE Ltd. (“China Roots”), a plastic container manufacturing company located in Guangzhou, China, for approximately $15 million, subject to

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

3.    Acquisitions (continued)

certain adjustments. China Roots manufactures plastic containers and closures for food, health care, personal care and petrochemical products. Its customers include several global consumer product marketers. In 2009, China Roots’ net sales were approximately $16.3 million.

4.    Accounts receivable, net

Accounts receivable, net are presented net of an allowance for doubtful accounts of $1.7 million and $2.4 million at December 31, 2010 and 2009, respectively. Management performs ongoing credit evaluations of its customers and generally does not require collateral.

5.    Concentration of credit risk

For the years ended December 31, 2010, 2009 and 2008, 69.3%, 68.8% and 71.1% of the Company’s net sales, respectively, were generated by its top twenty customers. The Company’s sales to PepsiCo, Inc., the Company’s largest customer, were 9.6%, 10.8% and 13.3% of total sales for the years ended December 31, 2010, 2009 and 2008, respectively. All of these sales were made in North America.

The Company had $112.3 million and $113.7 million of accounts receivable from its top twenty customers as of December 31, 2010 and 2009, respectively. The Company had $18.1 million and $17.5 million of accounts receivable from PepsiCo, Inc. as of December 31, 2010 and 2009, respectively.

6.    Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	December 31,
	2010		2009
	(In thousands)
Finished goods	$	162,136	$	130,989
Raw materials		85,030		63,713
Total	$	247,166	$	194,702

7.    Property, plant and equipment

A summary of gross property, plant and equipment at December 31 is presented in the following table:

	Expected useful lives		2010		2009
	(In years)		(In thousands)
Land			$	52,651	$	39,063
Buildings and improvements		7-31.5		280,222		236,446
Machinery and equipment(1)		2-15		1,463,614		1,303,241
Molds and tooling		3-5		321,254		282,243
Furniture and fixtures		7		6,574		5,359
Computer hardware and software		3-7		41,843		40,930
Construction in progress				82,439		66,870
			$	2,248,597	$	1,974,152

(1) Includes longer-lived machinery and equipment of approximately $1,407.0 million and $1,230.5 million as of December 31, 2010 and 2009, respectively, having estimated useful lives, when purchased new, ranging

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

7.    Property, plant and equipment (continued)

from 8 to 15 years; and shorter-lived machinery and equipment of approximately $56.6 million and $72.7 million as of December 31, 2010 and 2009, respectively, having estimated useful lives, when purchased new, ranging from 2 to 8 years.

Depreciation expense, including depreciation expense on assets recorded under capital leases, for the years ended December 31, 2010, 2009 and 2008 was $159.0 million, $151.2 million and $168.2 million, respectively.

Capital leases included in buildings and improvements were $1.0 million and $2.2 million at December 31, 2010 and 2009, respectively. Capital leases included in machinery and equipment were $3.4 million and $49.1 million at December 31, 2010 and 2009, respectively. Accumulated depreciation on property, plant and equipment accounted for as capital leases is included with accumulated depreciation on owned assets on the Consolidated Balance Sheets.

The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of these assets. Interest capitalized for the years ended December 31, 2010, 2009 and 2008, was $4.4 million, $3.4 million and $3.9 million, respectively.

The Company closed its plant located in Edison, New Jersey in 2008. The land and building at this location, having a carrying value of $6.6 million, are deemed to be held for sale, and as such are reflected in prepaid expenses and other current assets on the Consolidated Balance Sheets as of December 31, 2010 and 2009.

8.    Intangible assets, net

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2010, were as follows:

	Gross carrying amount		Accumulated amortization			Net		Weighted average amortization period
	(In thousands)
Patented technology	$	86,783	$	(12,611	)	$	74,172		10 years
Customer relationships		124,864		(10,932	)		113,932		14 years
Trade names		5,000		(417	)		4,583		3 years
Non-compete agreements		3,511		(418	)		3,093		2 years
Total	$	220,158	$	(24,378	)	$	195,780

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2009, were as follows:

	Gross carrying amount		Accumulated amortization			Net		Weighted average amortization period
	(In thousands)
Patented technology	$	24,545	$	(8,399	)	$	16,146		10 years
Customer relationships		33,863		(6,997	)		26,866		16 years
Total	$	58,408	$	(15,396	)	$	43,012

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

8.    Intangible assets, net (continued)

Amortization expense for the years ended December 31, 2010, 2009 and 2008 was $9.0 million, $5.0 million and $5.7 million, respectively. The estimated aggregate amortization expense for each of the next five years ending December 31 is as follows (in thousands):

2011	$	20,300
2012		19,900
2013		18,300
2014		16,600
2015		16,300

9.    Goodwill

The changes in the carrying amount of goodwill were as follows:

	North America Segment		Europe Segment			South America Segment			Asia Segment		Total
	(In thousands)
Balance at January 1, 2009	$	418,784	$	15,826		$	35		$	—	$	434,645
Foreign currency translation adjustments		1,981		460			(28	)		—		2,413
Balance at December 31, 2009		420,765		16,286			7			—		437,058
Goodwill acquired during the year (see Note 3)		203,462		—			—			1,415		204,877
Foreign currency translation adjustments		1,929		(837	)		—			37		1,129
Balance at December 31, 2010	$	626,156	$	15,449		$	7		$	1,452	$	643,064

10.    Asset impairment charges

The components of asset impairment charges in the Consolidated Statements of Operations for the years ended December 31 are reflected in the table below and are described in the paragraphs following the table:

	Year ended December 31,
	2010		2009		2008
	(In thousands)
Property, plant and equipment	$	9,621	$	41,826	$	93,161
Intangible assets		—		—		1,494
Goodwill		—		—		1,409
	$	9,621	$	41,826	$	96,064

Property, plant and equipment

During 2010 and 2009, the Company evaluated the recoverability of its long-lived tangible assets in light of several trends in some of the markets it serves. Among other factors, the Company considered the following in its evaluation:

• the economic conditions in general;

• a continuing reduction in the automotive quart/liter container business as the Company’s customers convert to multi-quart/liter containers;

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

10.    Asset impairment charges (continued)

• the introduction by the Company, and the Company’s competitors, of newer production technology in the plastic container industry which is improving productivity, causing certain of the Company’s older machinery and equipment to become obsolete; and

• the decline and/or loss of business in certain market segments.

The impaired assets consisted of machinery and equipment, including molds and tooling and support assets, for the production lines. The Company determined the fair value of the production lines using either single scenario or probability-weighted discounted cash flows.

During 2008, the Company evaluated the recoverability of its long-lived tangible assets in light of several trends in some of the markets it serves. Among other factors, the Company considered the following in its evaluation:

• the deteriorating economic conditions in general;

• the expected decrease in volume of a major food and beverage customer;

• a continuing reduction in the automotive quart/liter container business as the Company’s customers convert to multi-quart/liter containers;

• the introduction by the Company, and the Company’s competitors, of newer production technology in the food and beverage sector which is improving productivity, causing certain of the Company’s older machinery and equipment to become obsolete; and

• the loss of business of a large automotive lubricants customer.

The impairment of property, plant and equipment was recorded in the following operating segments:

	Year ended December 31,
	2010		2009		2008
			(In thousands)
North America	$	5,290	$	31,512	$	85,367
Europe		3,543		3,918		3,534
South America		788		6,396		4,260
	$	9,621	$	41,826	$	93,161

Intangible assets

During 2010 and 2009, no impairment charges were recorded for intangible assets.

During 2008, the Company recorded impairment charges to its patented technologies and customer relationships of $1.0 million and $0.5 million, respectively, all in its North American operating segment. These intangible assets were recorded in conjunction with the acquisitions of the blow molded plastic container business of Owens-Illinois, Inc. (“O-I Plastic”) in 2004 and certain operations from Tetra-Pak Inc. in 2005. The patented technologies were impaired primarily as a result of not realizing the growth in revenues for this technology that was anticipated at the time of the acquisition of O-I Plastic. The customer relationships were impaired primarily as a result of reduced revenues for the plant acquired from Tetra-Pak Inc.

Goodwill

The Company performs its annual test of impairment of goodwill as of December 31. As a result of this test the Company recorded no impairment charges for the years ended December 31, 2010 and 2009, and $1.4 million for the year ended December 31, 2008. The impairment charges in 2008 related to the following locations (with the operating segment under which it reports in parentheses):

• Brazil (South America)

• Argentina (South America)

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

11.    Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2010		2009
	(In thousands)
Accrued employee compensation and benefits	$	72,508	$	64,536
Accrued interest		41,241		20,395
Accrued sales allowance		24,294		22,917
Other		58,389		78,958
	$	196,432	$	186,806

12.    Debt arrangements

Long-term debt consisted of the following:

	December 31,
	2010		2009
	(In thousands)
Term loans (net of $8.9 million and $19.9 million unamortized net discount as of December 31, 2010 and 2009, respectively)	$	1,934,707	$	1,781,108
Revolver		—		—
Foreign and other revolving credit facilities		6,126		3,381
Senior notes due 2017 (net of $2.9 million and $3.3 million unamortized discount as of December 31, 2010 and 2009, respectively)		250,523		250,047
Senior notes due 2018		250,000		—
Senior subordinated notes		375,000		375,000
Capital leases		1,514		17,039
Other		14,961		10,288
		2,832,831		2,436,863
Less amounts classified as current (net of $3.8 million and $5.8 million unamortized net discount as of December 31, 2010 and 2009, respectively)		34,007		100,657
Total	$	2,798,824	$	2,336,206

On September 23, 2010, the Company entered into the Sixth Amendment to the Credit Agreement (the “Amendment”), amending the Company’s credit agreement dated as of October 7, 2004. Pursuant to the Amendment, and in connection with the acquisition of the Liquid Entities, the Company entered into a new senior secured term loan facility in an aggregate principal amount of $913.0 million (“Term Loan D”) and extinguished the amount outstanding under the existing senior secured term loan due October 7, 2011 (“Term Loan B”) in the amount of $563.7 million, including accrued interest. The remaining proceeds were used to finance the Liquid Acquisition and pay related costs and expenses. The Term Loan D will mature on the earliest of (i) September 23, 2016, (ii) the date that is 91 days prior to the maturity of the Company’s 8.25% senior notes due January 2017 if such senior notes have not been repaid or refinanced in full by such date or (iii) the date that is 91 days prior to the maturity of the Company’s 9.875% senior subordinated notes due October 2014 if such senior notes have not been repaid or refinanced in full by such date.

As of December 31, 2010, the credit agreement, as amended, consisted of a senior secured term loan of $1,019.6 million ($1,032.9 million aggregate outstanding principal amount less $13.3 million unamortized discount) due April 5, 2014 (“Term Loan C”) and Term Loan D in the amount of $915.1 million

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

12.    Debt arrangements (continued)

($910.7 million aggregate outstanding principal amount plus $4.4 million unamortized premium) (collectively, the “Term Loans”), to the Operating Company and a $124.8 million senior secured revolving credit facility (the “Revolver” and, together with the Term Loans, the “Credit Agreement”) with availability of $110.0 million (as reduced by $14.8 million of outstanding letters of credit). The obligations of the Operating Company and CapCo I under the Credit Agreement are guaranteed by Holdings and certain domestic subsidiaries of the Operating Company. The Term Loans are payable in quarterly installments and require payments of $19.6 million in 2011, $19.6 million in 2012, $19.7 million in 2013, $1,010.5 million in 2014, $9.1 million in 2015 and $865.1 million thereafter (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments).

Besides regular amortization payments, the debt payments made in 2010 included the paydowns of debt of $114.2 million with the proceeds from the IPO and of $14.7 million with the proceeds from the sale of additional shares following the IPO and from an excess cash flow payment of $62.5 million due for the year ended December 31, 2009, paid in March 2010.

On May 28, 2009, certain of the Revolver lenders agreed to extend their commitments, with respect to $112.8 million of the total commitment, conditioned on the refinancing in full of the senior notes due 2012, which occurred in November 2009. Subsequent to the IPO, the Company received a $12.0 million increase to its Revolver. As of December 31, 2010, the Company had $124.8 million of commitments that will expire on October 1, 2013.

Interest under the Credit Agreement is payable at (a) the “Adjusted Alternate Base Rate” (the higher of (x) the Prime Rate plus a margin of 3.25%; (y) the Federal Funds Rate plus a margin of 3.75%; or (z) the one-month Eurodollar Rate, subject to a floor of 2.50% for the Term Loan C and Revolver and 1.75% for the Term Loan D, plus a margin of 4.25%); or (b) the Eurodollar Rate, subject to a floor of 2.50% for the Term Loan C and Revolver and 1.75% for the Term Loan D, plus a margin of 4.25%. A commitment fee of 0.75% is due on the unused portion of the Revolver.

Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreement.

On September 23, 2010, in conjunction with the Liquid Acquisition, the Operating Company and CapCo I co-issued $250.0 million aggregate principal amount of 8.25% senior unsecured notes due 2018 (“Senior Notes due 2018”). In conjunction with the issuance of the Senior Notes due 2018, the Company recorded $12.5 million in deferred financing fees, which are included in other non-current assets on the Consolidated Balance Sheet and are being amortized to interest expense over the term of the notes using the effective interest method. Besides these notes, as of December 31, 2010, the Company also had outstanding $253.4 million aggregate principal amount of 8.25% senior unsecured notes due 2017 (“Senior Notes due 2017”) and $375.0 million in senior subordinated notes due 2014 (“Senior Subordinated Notes”) co-issued by the Operating Company and CapCo I (collectively with the Senior Notes due 2018 and the Senior Notes due 2017, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company and mature on October 7, 2014 (Senior Subordinated Notes), January 1, 2017 (Senior Notes due 2017), and October 1, 2018 (Senior Notes due 2018). Interest on the Senior Subordinated Notes is payable semi-annually at 9.875% per annum and interest on the Senior Notes due 2017 and the Senior Notes due 2018 is payable semi-annually at 8.25% per annum.

During 2007, the Operating Company entered into two forward starting interest rate collar agreements that effectively fixed the interest rate within a fixed cap and floor rate on $385.0 million of the Term Loans at a weighted average cap rate of 4.70% and a weighted average floor rate of 2.88%. These forward starting collar agreements went into effect January 2008 and expired in January 2010.

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Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

12.    Debt arrangements (continued)

During 2008, the Operating Company entered into four forward starting interest rate swap agreements that effectively fix the interest rate on $350.0 million of the Term Loans at a weighted average rate of 4.08%. These swap agreements went into effect August 2009 and expire in 2011.

The Credit Agreement and indentures governing the Notes contain a number of significant covenants that, among other things, restrict the Company’s and the Company’s subsidiaries’ ability to dispose of assets, repay other indebtedness, incur additional indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make capital expenditures, investments or acquisitions, engage in mergers or consolidations, engage in transactions with affiliates and otherwise restrict the Company’s activities. In addition, under the Credit Agreement, the Company is required to satisfy specified financial ratios and tests. The Credit Agreement also requires that up to 50% of excess cash flow (as defined in the Credit Agreement) be applied on an annual basis to pay down the Term Loans. No excess cash flow payment is due for the year ended December 31, 2010. As of December 31, 2010, the Company was in compliance with all covenants.

In the event that a party acquires beneficial ownership representing voting power in Holdings greater than the voting power represented by the interests beneficially owned by Blackstone through shares of the Company’s common stock, an event of default under the Credit Agreement will be triggered. Upon the occurrence of an event of default under the Credit Agreement, the lenders will not be required to lend any additional amounts or could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, which could result in an event of default under the Company’s other debt instruments. If the Company were unable to repay those amounts, the lenders under the Credit Agreement could proceed against the collateral granted to them to secure that indebtedness. The Company has pledged a significant portion of its assets as collateral under the Credit Agreement. If the lenders under the Credit Agreement accelerate the repayment of borrowings, the Company may not have sufficient assets to repay the Credit Agreement and the Company’s other indebtedness or be able to borrow sufficient funds to refinance such indebtedness. Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to the Company.

Under the Credit Agreement, as amended, the Operating Company is subject to restrictions on the payment of dividends or other distributions to Holdings; provided that, subject to certain limitations, the Operating Company may pay dividends or other distributions to Holdings:

• with respect to overhead, tax and tax-related liabilities, ITRs obligations, legal, accounting and other professional fees and expenses; and

• to fund purchases and redemptions of equity interests of Holdings or GPC held by then present or former officers or employees of Holdings, the Operating Company or their Subsidiaries (as defined therein) or by any employee stock ownership plan upon that person’s death, disability, retirement or termination of employment or other circumstances with annual dollar limitations.

The Company’s weighted average effective interest rate on the outstanding borrowings under the Term Loans and Revolver was 6.57% and 5.71% at December 31, 2010 and 2009, respectively, excluding the effect of interest rate collar and swap agreements.

The Company had several foreign and other revolving credit facilities denominated in U.S. dollars, Brazilian real, Polish zloty and Chinese renminbi with aggregate available borrowings at December 31, 2010, equivalent to $10.2 million. The Company’s average effective interest rate on borrowings of $6.1 million on these credit facilities at December 31, 2010, was 10.8%. The Company’s average effective interest rate on borrowings of $3.4 million on foreign and other revolving credit facilities at December 31, 2009, was 11.1%.

Cash paid for interest during 2010, 2009 and 2008, net of amounts capitalized of $4.4 million, $3.4 million and $3.9 million, respectively, totaled $161.1 million, $177.7 million and $169.0 million, respectively.

F-647

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

12.     Debt arrangements (continued)

The annual debt service requirements of the Company for the succeeding five years are as follows (in thousands):

2011	$	37,818
2012		23,761
2013		19,950
2014		1,385,487
2015		9,130
Thereafter		1,368,446

As required by the guidance under ASC 470-50-40, “Modifications and Extinguishments,” the Company performed an analysis to determine whether the Amendment would be recorded as an extinguishment of debt or a modification of debt. Based on the Company’s analysis, it was determined that the Amendment qualified as a debt extinguishment under this guidance and, as a result, the Company recorded a loss of $28.5 million. The loss is comprised of the following items (in millions):

Principal amount of Term Loan D	$	913.0
Fair value (see Note 13 for further discussion)		917.6
Subtotal		(4.6	)
Write-off of deferred financing fees on extinguished debt		(2.4	)
Issuance costs and amendment fees		(21.5	)
Loss on debt extinguishment	$	(28.5	)
Write-off of remaining amount in accumulated other comprehensive income (loss) related to interest rate swaps	$	(7.0	)

In conjunction with the Amendment, the Company recorded $0.9 million in deferred financing fees, which are included in other non-current assets on the Consolidated Balance Sheet and are being amortized to interest expense over the term of the respective debt using the effective interest method.

As required by the guidance under ASC 470-50-40, “Modifications and Extinguishments,” the Company performed an analysis to determine whether the amendment of the Credit Agreement to extend the maturity date of the Term Loans and Revolver on May 28, 2009, would be recorded as an extinguishment of debt or a modification of debt. Based on the Company’s analysis, it was determined that the amendment qualified as a debt extinguishment under this guidance and, as a result, the Company recorded a gain on debt extinguishment of $0.8 million. The gain on debt extinguishment is comprised of the following items (in millions):

Recorded value of debt subject to amendment, prior to amendment	$	1,200.0
Fair value of debt resulting from amendment (see Note 13 for further discussion)		(1,177.3	)
Gain on extinguished debt, before costs		22.7
Write-off of deferred financing fees on extinguished debt		(9.3	)
New issuance costs on extinguished debt		(12.6	)
Gain on debt extinguishment	$	0.8

F-648

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

13.    Fair value measurement

The following methods and assumptions were used to estimate the fair values of each class of financial instruments:

Cash and cash equivalents, accounts receivable and accounts payable

The fair values of these financial instruments approximate their carrying amounts.

Long-term debt

The Company’s long-term debt consists of both variable-rate and fixed-rate debt. The fair values of the Company’s long-term debt were based on market price information. The Company’s variable-rate debt, including the Company’s Credit Agreement, totaled $1,951.3 million (net of $8.9 million unamortized net discount) and $1,790.1 million (net of $19.9 million unamortized discount) at December 31, 2010 and 2009, respectively. The fair value of this long-term debt, including the current portion, was approximately $1,977.1 million and $1,809.8 million at December 31, 2010 and 2009, respectively. The Company’s fixed-rate debt, including $253.4 million of Senior Notes due 2017, $250.0 million of Senior Notes due 2018 and $375.0 million of Senior Subordinated Notes, totaled $881.5 million (net of $2.9 million unamortized discount) and $646.8 million (net of $3.3 million unamortized discount) at December 31, 2010 and 2009, respectively. The fair value of this long-term debt, including the current portion, was approximately $915.1 million and $652.8 million at December 31, 2010 and 2009, respectively.

Derivatives

The Company established the following fair value hierarchy that prioritizes the inputs used to measure fair value, in accordance with the guidance under ASC 820-10, “Fair Value Measurements and Disclosures”:

Level 1:    Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:    Inputs include the following:

a)  Quoted prices in active markets for similar assets or liabilities.

b)  Quoted prices in markets that are not active for identical or similar assets or liabilities.

c)  Inputs other than quoted prices that are observable for the asset or liability.

d)  Inputs that are derived primarily from or corroborated by observable market data by correlation or other means.

Level 3:    Inputs are unobservable inputs for the asset or liability.

Recurring fair value measurements

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2010, by level within the fair value hierarchy:

	Fair value measurements using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Interest rate swap agreements	$	—	$	7,813	$	—
Foreign currency exchange contracts		—		9		—

F-649

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

13.    Fair value measurement (continued)

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009, by level within the fair value hierarchy:

	Fair value measurements using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Interest rate collar agreements	$	—	$	68	$	—
Interest rate swap agreements		—		16,688		—
Foreign currency exchange contract		—		27		—

The fair values of the Company’s derivative financial instruments are observable at commonly quoted intervals for the full term of the derivatives and therefore considered level 2 inputs.

Non-recurring fair value measurements

The Company has real estate located in Edison, New Jersey that is held for sale. The aggregate carrying value of these assets at December 31, 2010, was $6.6 million, which is less than the fair value of these assets and therefore resulted in no impairment charge for these assets. The determination of fair value included certain unobservable inputs, which reflect the Company’s assumptions regarding how market participants would price these assets in the marketplace, and therefore are considered level 3 inputs. The fair value of this real estate was based on offers received from potential buyers.

The Company recorded impairment charges of $9.6 million for the year ended December 31, 2010, for long-lived assets in Argentina, Brazil, Canada, Finland, France, Mexico, Poland, Turkey, the United Kingdom and the United States whose carrying values exceeded fair values. The Company recorded impairment charges in continuing operations of $41.8 million for the year ended December 31, 2009, for long-lived assets in Argentina, Belgium, Brazil, France, Mexico, Netherlands, Poland, Turkey, Venezuela, the United Kingdom and the United States whose carrying values exceeded fair values. Fair values for these assets were based on projected future cash flows, discounted using either a risk-free rate or a risk-adjusted rate, which the Company considers level 3 inputs.

The Company signed a Letter of Intent in the second quarter of 2009 to sell its manufacturing facility located in Meaux, France to an independent third party. The sale occurred in November 2009. Based upon the Letter of Intent, the high probability that the sale would occur and the conclusions made by the Company, after consideration of level 3 inputs, that there were no projected future cash flows for this location, the Company recorded an impairment charge in discontinued operations of $5.9 million for the year ended December 31, 2009.

As previously discussed, on September 23, 2010, the Company entered into the Sixth Amendment to the Credit Agreement. In accordance with the guidance under ASC 470-50-40, “Modifications and Extinguishments,” this transaction was treated as a debt extinguishment and the new debt was initially recorded at its fair value of $917.6 million, which was based on the average trading price on the first trade date and is considered a level 2 input. The initial fair value premium of $4.6 million is being amortized as a reduction to interest expense over the term of the Term Loan D using the effective interest method.

On May 28, 2009, the Company amended the Credit Agreement to extend the final maturity date of certain loans and revolver commitments. In accordance with the guidance under ASC 470-50-40, “Modifications and Extinguishments,” this transaction was treated as a debt extinguishment and the new debt was initially recorded at its fair value of $1,177.3 million, which was based on the average trading price on the first trade date and is considered a level 2 input. The initial fair value discount of $22.7 million is being amortized to interest expense over the term of the Term Loan C using the effective interest method.

F-650

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

14.    Derivative financial instruments

The Company’s business and activities expose it to a variety of market risks, including risks related to changes in interest rates, foreign currency exchange rates and commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its market risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. As part of its market risk management strategy, the Company uses derivative instruments to protect cash flows from fluctuations caused by volatility in interest rates, foreign currency exchange rates and commodity prices.

Credit risk arising from the inability of a counterparty to meet the terms of the Company’s financial instrument contracts is generally limited to the amounts, if any, by which the counterparty’s obligations exceed the obligations of the Company. It is the Company’s policy to enter into financial instruments with a diverse group of creditworthy counterparties in order to spread the risk among multiple counterparties.

Cash flow hedges

The Company’s interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of the Company’s borrowings and to manage the interest rate sensitivity of its debt. Interest rate collar and swap agreements are used to hedge exposure to interest rates associated with the Company’s Credit Agreement. Under these agreements, the Company agrees to exchange with a third party at specified intervals the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. In 2010 and 2009, the liabilities associated with interest rate collar and swap agreements were recorded on the balance sheet in other current liabilities and other non-current liabilities, at fair value. The hedges were highly effective as defined by ASC 815, “Derivatives and Hedging,” with the effective portion of the cash flow hedges recorded in other comprehensive income (loss) until the first quarter of 2009, as further discussed below.

Derivatives are an important component of the Company’s interest rate management program, leading to acceptable levels of variable interest rate risk. Had the Company not hedged its interest rates in 2010, 2009 and 2008, interest expense would have been lower by $13.4 million, $13.1 million and $0.2 million, respectively, compared to an entirely unhedged variable-rate debt portfolio.

The Company uses foreign currency exchange contracts as hedges against payments of intercompany balances and anticipated purchases denominated in foreign currencies. The Company enters into these contracts to protect itself against the risk that the eventual net cash flows will be adversely affected by changes in exchange rates. At December 31, 2010 and 2009, the Company had foreign currency exchange contracts outstanding for the purchase of pound sterling and U.S. dollars in an aggregate amount of $2.2 million and pound sterling in an amount of $1.5 million, respectively.

The Company’s energy risk management strategy is to use derivative instruments to minimize significant unanticipated manufacturing cost fluctuations that may arise from volatility in natural gas prices.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing hedge ineffectiveness, if any, are recognized in current earnings.

The maximum term over which the Company is hedging exposures to the variability of cash flows (for all forecasted transactions, excluding interest payments on variable-rate debt) is 12 months.

Derivatives not designated as hedging instruments

During the first quarter of 2009, the Company elected to roll over its senior secured term loan in one-month increments to reduce its cash interest, as opposed to continuing to roll over its senior secured term loan

F-651

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

14.    Derivative financial instruments (continued)

in three-month increments to match the terms of its interest rate collar agreements. The Company had therefore discontinued hedge accounting for its interest rate collar and swap agreements. The amount recorded in accumulated other comprehensive income (loss) as of that date was being recognized as interest expense over the period in which the previously hedged activity continued to occur. Changes in the fair value of the interest rate collar and swap agreements from that date were also being recognized as interest expense. As a result of the extinguishment of the Term Loan B in conjunction with the refinancing of the Credit Agreement that enabled the Company to purchase the Liquid Entities on September 23, 2010, the Company wrote off the remaining unamortized amount in accumulated other comprehensive income (loss).

In 2009, the Company entered into foreign currency exchange contracts to hedge the effects of fluctuations in exchange rates on an anticipated euro-denominated purchase of equipment. The gains or losses on the derivatives were recognized in current earnings.

Financial instruments are not held by the Company for trading purposes.

The notional amounts of the Company’s derivative instruments outstanding were as follows:

	As of December 31,
	2010		2009
	(In thousands)
Derivatives designated as hedges:
Foreign currency exchange contracts	$	2,222	$	1,544
Total derivatives designated as hedges	$	2,222	$	1,544
Derivatives not designated as hedges:
Interest rate collar agreements	$	—	$	385,000
Interest rate swap agreements		350,000		350,000
Total derivatives not designated as hedges	$	350,000	$	735,000

F-652

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

14.    Derivative financial instruments (continued)

The fair values of the Company’s derivative instruments outstanding were as follows:

		December 31,
	Balance Sheet Location	2010		2009
		(In thousands)
Liability derivatives:
Derivatives designated as hedges:
Foreign currency exchange contracts	Accrued expenses and other current liabilities	$	9	$	27
Total derivatives designated as hedges			9		27
Derivatives not designated as hedges:
Interest rate collar agreements	Accrued expenses and other current liabilities		—		68
Interest rate swap agreements	Accrued expenses and other current liabilities		7,813		10,466
Interest rate swap agreements	Other non-current liabilities		—		6,222
Total derivatives not designated as hedges			7,813		16,756
Total liability derivatives		$	7,822	$	16,783

The gains and losses on the Company’s derivative instruments were as follows:

	Amount of gain or (loss) recognized in AOCI (a)  (effective portion) for the year ended December 31,						Income statement classification	Amount of gain or (loss) reclassified from AOCI into income (effective portion) for the year ended December 31,
	2010			2009				2010			2009
	(In thousands)							(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contracts	$	(69	)	$	122		Other expense (income), net	$	(69	)	$	122
Natural gas swap agreements		—			(180	)	Cost of goods sold		—			(430	)
Total derivatives designated as hedges	$	(69	)	$	(58	)		$	(69	)	$	(308	)

F-653

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

14.    Derivative financial instruments (continued)

		Amount of gain or (loss) recognized in income for the year ended December 31,
		2010			2009
		(In thousands)
Derivatives not designated as hedges:
Interest rate collar agreements	Interest expense	$	(86	)	$	(7,790	)
Interest rate swap agreements	Interest expense		(10,321	)		(9,131	)
Interest rate swap agreements	Write-off of amounts in accumulated other comprehensive income related to interest rate swaps		(6,988	)		—
Foreign currency exchange contracts	Other expense (income), net		—			95
Total derivatives not designated as hedges		$	(17,395	)	$	(16,826	)

(a) Accumulated other comprehensive income (loss) (“AOCI”).

15.    Transactions with related parties

The Company had transactions with entities affiliated through common ownership. The Company made payments to Graham Engineering Corporation (“Graham Engineering”), which is owned by the Graham Family, for equipment and related services. Affiliates of both the Graham Family and Blackstone have supplied management and advisory services to Holdings since 1998. Under the Fifth Amended and Restated Limited Partnership Agreement and the Amended and Restated Monitoring Agreement (the “Monitoring Agreement”), Holdings was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively. In exchange for a one-time payment of $26.3 million to Blackstone Management Partners III L.L.C. and $8.8 million to Graham Alternative Investment Partners I, LP, the parties of the Monitoring Agreement agreed to terminate such agreement. These amounts paid to terminate the Monitoring Agreement are reflected in selling, general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2010, and are not included in the table below. As a result of the termination, Blackstone, the Graham Family and their affiliates have no further obligation to provide monitoring services to Holdings, and Holdings has no further obligation to make annual payments of $4.0 million, under the Monitoring Agreement. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services under the Sixth Amended and Restated Limited Partnership Agreement, until such time that the Graham Family sells more than two thirds of its original investment owned on February 2, 1998 (or common stock for which such partnership interests have been or are eligible to be exchanged), and such services would then cease.

F-654

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

15.     Transactions with related parties (continued)

Transactions with entities affiliated through common ownership included the following:

	Year ended December 31,
	2010		2009		2008
	(In thousands)
Equipment and related services purchased from affiliates	$	3,127	$	2,504	$	1,272
Management services provided by affiliates(1)	$	6,231	$	10,024	$	5,213
Interest income on notes receivable from owners	$	367	$	273	$	121

(1) Amount for the year ended December 31, 2010, includes a $4.5 million fee paid to Blackstone Advisory Partners L.P. for advisory and other services rendered in connection with the Liquid Acquisition. This fee was negotiated on an arm’s-length basis for services performed and the prevailing fees being charged by third parties for comparable services. Amount for the year ended December 31, 2009, includes a $5.0 million fee paid to Blackstone Management Partners III L.L.C. in connection with the Fourth Amendment to the Credit Agreement entered into on May 28, 2009.

Account balances with affiliates included the following:

	As of December 31,
	2010		2009
	(In thousands)
Accounts receivable	$	140	$	—
Accounts payable	$	219	$	972
Other current liabilities	$	—	$	703
Notes and interest receivable for ownership interests	$	—	$	1,795
Receivable from Blackstone	$	4,838	$	4,559
ITRs obligations	$	11,470	$	—

At December 31, 2009, the Company had loans outstanding to certain former management employees of the Company of $1.8 million for the purchase of shares of GPC. These loans were made in connection with the capital call payments made on September 29, 2000, and March 29, 2001, pursuant to a capital call agreement dated as of August 13, 1998. The proceeds from the loans were used to fund management’s share of the capital call payments. The loans were repaid in 2010. The loans and related interest outstanding as of December 31, 2009, are reflected in equity (deficit) on the Consolidated Balance Sheet.

On behalf of Blackstone, the Company made payments to a former Chief Executive Officer and Chief Financial Officer of the Operating Company on January 5, 2007, for the repurchase of all of their outstanding shares of GPC, pursuant to separation agreements dated as of December 3, 2006. Additionally, on behalf of Blackstone, the Company made a payment to a former Senior Vice President of the Operating Company on April 10, 2009, for the repurchase of all of his outstanding shares of GPC. As a result of these payments, Blackstone became the owner of these shares and owes the Company $4.8 million and $4.6 million as of December 31, 2010 and 2009, respectively, including accrued interest. This receivable is reflected in equity (deficit) on the Consolidated Balance Sheets.

Prior to 2010, affiliates of Blackstone had provided funding to the Company to cover its operating expenses, resulting in a payable to the affiliates of Blackstone, which is reflected in other current liabilities on the Consolidated Balance Sheet as of December 31, 2009. Such payable was fully paid in 2010.

In connection with the IPO, on February 10, 2010, GPC entered into separate ITRs with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC LP. The agreements provide for the payment by GPC of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that is actually realized (or is deemed to be realized in the case of an early termination or change in control as

F-655

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

15.    Transactions with related parties (continued)

further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) the 1998 acquisition of Holdings and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain other tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs. Payments under the ITRs are not conditioned upon these parties’ continued ownership of the Company or Holdings.

The Company expects that future payments under the ITRs will aggregate to between $200.0 million and $235.0 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in Holdings for GPC common stock depending on the timing and value of such exchanges. This range is based on the Company’s assumptions using various items, including valuation analysis and historical tax basis amounts. This range also includes step-ups related to the Graham Family’s exchange of 1,324,900 limited partnership units through December 31, 2010. The Company will recognize obligations based on the amount of recorded net deferred income tax assets recognized, and subject to the ITRs. Changes in the recorded net deferred income tax assets that are subject to the ITRs obligations will result in changes in the ITRs obligations, and such changes will be recorded as other income or expense. As of December 31, 2010, the value of the ITRs obligations was $11.5 million. Because GPC is a holding company with no operations of its own, its ability to make payments under the ITRs is dependent on Holdings’ ability to make distributions. Upon the effective date of the respective ITRs, the Company recorded an initial obligation of $6.5 million, which was recognized as a reduction of additional paid-in capital. Additionally, the Company recorded $5.0 million in non-operating expense related to the increase in the ITRs obligations for the year ended December 31, 2010. For the year ended December 31, 2010, no payments have been made under the ITRs.

Gary G. Michael, a member of GPC’s Board of Directors and a member of the former committee that advised Holdings and its partners, also serves on the Board of Directors of The Clorox Company, which is a large customer of the Company. Included in current assets at December 31, 2010 and 2009, were receivables from The Clorox Company of $1.1 million and $2.3 million, respectively. Included in net sales for the years ended December 31, 2010, 2009 and 2008, were net sales to The Clorox Company of $47.1 million, $49.1 million and $45.2 million, respectively.

Effective October 23, 2008, the Company entered into an employer health program agreement with Equity Healthcare LLC (“Equity Healthcare”), which is an affiliate of Blackstone. Equity Healthcare negotiates with providers of standard administrative services for health benefit plans as well as other related services for cost discounts and quality of service monitoring capability by Equity Healthcare. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms for providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis.

In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery of contracted services to the Company, the Company pays Equity Healthcare a fee of $2 per participating employee per month (“PEPM Fee”). As of December 31, 2010, the Company had approximately 3,875 employees enrolled in its health benefit plans in the United States.

Equity Healthcare may also receive a fee (“Health Plan Fee”) from one or more of the health plans with whom Equity Healthcare has contractual arrangements if the total number of employees joining such health plans from participating companies exceeds specified thresholds. If and when Equity Healthcare reaches the point at which the aggregate of its receipts from the PEPM Fee and the Health Plan Fee have covered all of its allocated costs, it will apply the incremental revenues derived from all such fees to (a) reduce the PEPM Fee otherwise payable by the Company; (b) avoid or reduce an increase in the PEPM Fee that might otherwise have occurred on contract renewal; or (c) arrange for additional services to the Company at no cost or reduced cost.

F-656

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

15.    Transactions with related parties (continued)

Effective February 1, 2006, the Company entered into a five-year participation agreement (“Participation Agreement”) with Core Trust Purchasing Group (“CPG”), a division of HealthTrust Purchasing Corporation, designating CPG as the Company’s exclusive “group purchasing organization” for the purchase of certain products and services from third party vendors. CPG secures from vendors pricing terms for goods and services that are believed to be more favorable than participants in the group purchasing organization could obtain for themselves on an individual basis. Under the Participation Agreement, the Company must purchase 80% of the requirements of its participating locations for core categories of specified products and services from vendors participating in the group purchasing arrangement with CPG or CPG may terminate the contract. In connection with purchases by its participants (including the Company), CPG receives a commission from the vendors in respect of such purchases.

Although CPG is not affiliated with Blackstone, in consideration for Blackstone’s facilitating the Company’s participation in CPG and monitoring the services CPG provides to the Company, CPG remits a portion of the commissions received from vendors in respect of the Company’s purchases under the Participation Agreement to an affiliate of Blackstone. For the years ended December 31, 2010, 2009 and 2008, the Company’s purchases under the Participation Agreement were approximately $6.5 million, $7.5 million and $6.8 million, respectively.

Pinnacle Foods, which is owned by Blackstone, is a customer of the Company. Included in net sales for the years ended December 31, 2010, 2009 and 2008, were net sales to Pinnacle Foods of $7.4 million, $5.9 million and $10.1 million, respectively.

In 2008, the Company entered into an agreement with Kloeckner Pentaplast (“Kloeckner”), which is owned by Blackstone, to combine the Company’s purchasing power on materials used by both the Company and Kloeckner. In connection with this agreement, Kloeckner paid the Company no amounts for the years ended December 31, 2010 and 2009, and $0.2 million for the year ended December 31, 2008.

16.    Pension plans

Substantially all employees of the Company participate in noncontributory defined benefit or defined contribution pension plans.

The U.S. defined benefit plan covering salaried employees provides retirement benefits based on the final five years average compensation, while plans covering hourly employees provide benefits based on years of service. The Company’s hourly and salaried pension plan covering non-union employees was frozen to future salary and service accruals in 2006.

F-657

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

The Company accounts for its defined benefit plans under the guidance in ASC 715, “Defined Benefit Plans.” The Company uses a December 31 measurement date for all of its plans. The components of pension expense and other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

	Pension plan
	U.S.									Non-U.S.
	2010			2009			2008			2010			2009			2008
	(In thousands)
Net periodic benefit cost and amounts recognized in other comprehensive income (loss):
Service cost	$	1,662		$	1,795		$	1,821		$	509		$	442		$	690
Interest cost		5,393			5,189			4,695			960			847			910
Expected return on assets		(6,080	)		(4,958	)		(5,711	)		(884	)		(792	)		(963	)
Amortization of prior service cost		644			668			665			55			50			54
Amortization of net loss		792			1,602			80			100			42			66
Special benefits charge		—			52			318			—			—			—
Settlements/curtailments		—			181			—			—			—			—
Net periodic pension costs		2,411			4,529			1,868			740			589			757
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Prior service cost for period		—			—			356			—			—			—
Net loss (gain) for period		5,894			(9,953	)		29,585			(268	)		940			(325	)
Amortization of prior service cost		(644	)		(849	)		(665	)		(55	)		(50	)		(54	)
Amortization of net loss		(792	)		(1,602	)		(80	)		(100	)		(42	)		(66	)
Foreign currency exchange rate change		—			—			—			142			884			(84	)
Total		4,458			(12,404	)		29,196			(281	)		1,732			(529	)
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	6,869		$	(7,875	)	$	31,064		$	459		$	2,321		$	228

The estimated prior service cost and net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2011 are $0.6 million and $1.1 million, respectively, for the U.S. plans, and $0.1 million and $0.1 million, respectively, for the non-U.S. plans.

F-658

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

All of the Company’s plans have a benefit obligation in excess of plan assets. Using the most recent actuarial valuations, the following table sets forth the change in the Company’s benefit obligation and pension plan assets at market value for the years ended December 31, 2010 and 2009. The Company uses the fair value of its pension assets in the calculation of pension expense for all of its pension plans.

	U.S.						Non-U.S.
	2010			2009			2010			2009
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	(91,116	)	$	(87,583	)	$	(16,492	)	$	(12,425	)
Service cost		(1,662	)		(1,795	)		(509	)		(442	)
Interest cost		(5,393	)		(5,189	)		(960	)		(847	)
Benefits paid		2,661			2,422			385			393
Change in benefit payments due to experience		—			—			16			(21	)
Settlements/curtailments		—			142			—			—
Participant contributions		—			—			(72	)		(78	)
Effect of exchange rate changes		—			—			(97	)		(2,293	)
Special termination benefits		—			(52	)		—			—
Actuarial (loss) gain		(8,033	)		939			42			(779	)
Benefit obligation at end of year	$	(103,543	)	$	(91,116	)	$	(17,687	)	$	(16,492	)
Change in plan assets:
Plan assets at market value at beginning of year	$	79,003		$	52,009		$	13,221		$	10,146
Actual return on plan assets		8,220			13,831			1,030			1,281
Foreign currency exchange rate changes		—			—			106			1,366
Employer contributions		6,306			15,585			1,033			743
Participant contributions		—			—			72			78
Benefits paid		(2,661	)		(2,422	)		(385	)		(393	)
Plan assets at market value at end of year	$	90,868		$	79,003		$	15,077		$	13,221
Funded status at end of year	$	(12,675	)	$	(12,113	)	$	(2,610	)	$	(3,271	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	—		$	—		$	(40	)	$	(32	)
Non-current liabilities		(12,675	)		(12,113	)		(2,570	)		(3,239	)
Total	$	(12,675	)	$	(12,113	)	$	(2,610	)	$	(3,271	)
Amounts recognized in accumulated other comprehensive income (loss):
Unrecognized prior service cost	$	4,665		$	5,309		$	448		$	481
Unrecognized net actuarial loss		24,804			19,702			1,383			1,567
Total	$	29,469		$	25,011		$	1,831		$	2,048
Accrued benefit cost:
Accrued benefit cost at beginning of year	$	12,898		$	1,842		$	(1,223	)	$	(1,334	)
Net periodic benefit cost		(2,411	)		(4,529	)		(740	)		(589	)
Employer contributions		6,306			15,585			1,033			743
Effect of exchange rate changes		—			—			151			(43	)
Accrued benefit cost at end of year	$	16,793		$	12,898		$	(779	)	$	(1,223	)

The accumulated benefit obligation for all defined benefit pension plans was $121.2 million and $107.6 million as of December 31, 2010 and 2009, respectively.

F-659

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

Pension plans with accumulated benefit obligations in excess of plan assets at December 31 are as follows:

	As of December 31,
	2010		2009
	(In thousands)
Projected benefit obligation	$	121,230	$	107,608
Accumulated benefit obligation		121,230		107,608
Fair value of plan assets		105,945		92,224

The following table presents significant assumptions used to determine benefit obligations at December 31:

	2010			2009
Discount rate:
— U.S.		5.50	%		6.00	%
— Canada		5.00	%		5.75	%
— UK		5.90	%		6.00	%
— Mexico		8.33	%		8.60	%
Rate of compensation increase:
— U.S.		N/A			N/A
— Canada		4.00	%		4.00	%
— UK		3.15	%		3.10	%
— Mexico		5.04	%		5.04	%

The following table presents significant weighted average assumptions used to determine benefit cost for the years ended December 31:

	Actuarial assumptions
	U.S.			Canada			UK			Mexico
Discount rate:
2010		6.00	%		6.75	%		5.90	%		8.33	%
2009		6.00	%		5.75	%		6.00	%		8.60	%
2008		6.00	%		5.25	%		5.37	%		7.64	%
Long-term rate of return on plan assets:
2010		7.50	%		5.75	%		6.12	%		N/A
2009		8.00	%		7.00	%		6.43	%		N/A
2008		8.75	%		7.00	%		7.10	%		N/A
Rate of increase for future compensation levels:
2010		N/A			4.00	%		3.15	%		5.04	%
2009		N/A			4.00	%		3.10	%		5.04	%
2008		N/A			4.00	%		3.60	%		4.54	%

Pension expense is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, detailed in the table above, including a weighted-average discount rate, expected long-term rate of return on plan assets and rate of increase in future compensation levels. The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.

F-660

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

The U.S. expected long-term rate of return assumption on plan assets (which consist mainly of U.S. equity and debt securities) was developed by evaluating input from the Company’s actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The expected long-term rate of return on plan assets is based on an asset allocation assumption of 65% with equity managers and 35% with fixed income managers. At December 31, 2010, the Company’s asset allocation was 52% with equity managers, 41% with fixed income managers and 7% other. At December 31, 2009, the Company’s asset allocation was 48% with equity managers, 47% with fixed income managers and 5% other. The Company believes that its long-term asset allocation on average will approximate 65% with equity managers and 35% with fixed income managers. The Company regularly reviews its actual asset allocation and periodically rebalances its investments to targeted allocations when considered appropriate.

At December 31, 2010, asset allocation for the Company’s UK plan is 41% with equity managers, 45% with fixed income managers and 14% in real estate.

The Company made cash contributions to its pension plans in 2010 of $7.3 million and paid benefit payments of $3.0 million. The Company estimates that based on current actuarial calculations it will make cash contributions to its pension plans in 2011 of $5.3 million. Cash contributions in subsequent years will depend on a number of factors including performance of plan assets.

The following table presents the fair value of pension plan assets classified under the appropriate level of the fair value hierarchy as of December 31, 2010. Refer to Note 13 for the definition of fair value and a description of the fair value hierarchy structure.

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
	(In thousands)
Asset Category:
Cash and cash equivalents	$	5,661	$	—	$	—	$	5,661
Mutual funds
U.S. equity		42,378		—		—		42,378
International equity		10,953		—		—		10,953
International fixed income		10,600		—		—		10,600
Taxable fixed income funds		24,723		—				24,723
International equity securities		4,115		—		—		4,115
Commingled pools / collective trusts		—		7,515		—		7,515
Total	$	98,430	$	7,515	$	—	$	105,945

F-661

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

The following table presents the fair value of pension plan assets classified under the appropriate level of fair value hierarchy as of December 31, 2009:

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
	(In thousands)
Asset Category:
Cash and cash equivalents	$	6,440	$	—	$	—	$	6,440
Mutual funds
U.S. equity		26,826		—		—		26,826
International equity		11,149		—		—		11,149
International fixed income		12,147		—		—		12,147
Taxable fixed income funds		25,831		—				25,831
International equity securities		3,571		—		—		3,571
Commingled pools / collective trusts		—		6,260		—		6,260
Total	$	85,964	$	6,260	$	—	$	92,224

The Company measures the fair value of mutual funds, taxable fixed income funds and international equity securities based on quoted market prices, as substantially all of these instruments have active markets. The Canadian pension plan is invested in only one asset, which is a commingled pooled trust that maintains diversification among various asset classes, including Canadian common stocks, bonds and money market securities, U.S. equities, other international equities and fixed income investments. Such investments are valued at the net asset value of the shares held at December 31, 2010. Accordingly, these investments are included in level 2.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Benefit payments
	(In thousands)
2011	$	3,420
2012		3,775
2013		4,108
2014		4,493
2015		4,870
Years 2016 — 2020		31,927

During 2009, the Company closed its plant located in Bristol, Pennsylvania and announced the closure of its plant in Vicksburg, Mississippi. The Company recorded a net curtailment charge of $0.1 million for the vesting of all non-vested pension plan participants in these plans. On January 29, 2010, the Company made a voluntary contribution of $0.5 million to fully fund the Bristol, Pennsylvania plan.

The Company also participated in a defined contribution plan under Internal Revenue Code Section 401(k), which covered all U.S. employees of the Company except those represented by a collective bargaining unit. The Company’s contributions were determined as a specified percentage of employee contributions, subject to certain maximum limitations. The Company’s costs for the defined contribution plan for 2010, 2009 and 2008 were $7.7 million, $7.4 million and $8.3 million, respectively.

F-662

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

16.    Pension plans (continued)

The Company also had a statutory plan in the Netherlands, the pension amounts of which are not included in the pension amounts above. As of December 31, 2010, this plan had pension liabilities of $0.7 million.

17.    Holdings partnership agreement

Holdings was formed under the name “Sonoco Graham Company” on April 3, 1989, as a limited partnership in accordance with the provisions of the Pennsylvania Uniform Limited Partnership Act, and on March 28, 1991, Holdings changed its name to “Graham Packaging Company.” Pursuant to an Agreement and Plan of Recapitalization, Redemption and Purchase, dated as of December 18, 1997 (the “Recapitalization Agreement”), (i) Holdings, (ii) the then owners of the Company (the “Graham Entities”) and (iii) GPC and BCP agreed to a recapitalization of Holdings (the “Recapitalization”). Closing under the Recapitalization Agreement occurred on February 2, 1998. Upon the closing of the Recapitalization, the name of Holdings was changed to “Graham Packaging Holdings Company.” Holdings will continue until its dissolution and winding up in accordance with the terms of the Holdings Partnership Agreement (as defined below).

As contemplated by the Recapitalization Agreement, the Graham Family (as successors and assigns of Graham Capital Company and Graham Family Growth Partnership), Graham Packaging Corporation, GPC and BCP entered into a Fifth Amended and Restated Agreement of Limited Partnership (the “Holdings Partnership Agreement”). The general partner of the partnership, as of December 31, 2010, was BCP, and the limited partners of the partnership were GPC, three entities controlled by the Graham Family (GPC Investments, LLC, Graham Capital Company and Graham Alternative Investment Partners I, LP) and a former member of management.

Capital Accounts.    A capital account is maintained for each partner on the books of Holdings. The Holdings Partnership Agreement provides that at no time during the term of the partnership or upon dissolution and liquidation thereof shall a limited partner with a negative balance in its capital account have any obligation to Holdings or the other partners to restore such negative balance. Items of partnership income or loss are allocated to the partners’ capital accounts in accordance with their percentage interests except as provided in Section 704(c) of the Internal Revenue Code with respect to contributed property where the allocations are made in accordance with the U.S. Treasury regulations thereunder.

Distributions.    The Holdings Partnership Agreement requires certain tax distributions to be made if and when Holdings has taxable income. Other distributions shall be made in proportion to the partners’ respective percentage interests.

Transfers of Partnership Interests.    The Holdings Partnership Agreement provides that, subject to certain exceptions including, without limitation, the transfer rights described below, general partners shall not withdraw from Holdings, resign as a general partner nor transfer their general partnership interests without the consent of all general partners, and limited partners shall not transfer their limited partnership interests.

If either GPC Investments, LLC, Graham Capital Company and/or Graham Alternative Investment Partners I, LP (individually “Continuing Graham Partner” and collectively the “Continuing Graham Partners”) wishes to sell or otherwise transfer its partnership interests pursuant to a bona fide offer from a third party, Holdings and the Equity Investors must be given a prior opportunity to purchase such interests at the same purchase price set forth in such offer. If Holdings and the Equity Investors do not elect to make such purchase, then such Continuing Graham Partner may sell or transfer such partnership interests to such third party upon the terms set forth in such offer. If the Equity Investors wish to sell or otherwise transfer their partnership interests pursuant to a bona fide offer from a third party, the Continuing Graham Partners shall have a right to include in such sale or transfer a proportionate percentage of their partnership interests. If the Equity Investors (so long as they hold 51% or more of the partnership interests) wish to sell or otherwise transfer their partnership interests pursuant to a bona fide offer from a third party, the Equity Investors shall have the right to compel the Continuing Graham Partners to include in such sale or transfer a proportionate percentage of their partnership interests.

F-663

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

17.    Holdings partnership agreement (continued)

Dissolution.    The Holdings Partnership Agreement provides that Holdings shall be dissolved upon the earliest of (i) the sale, exchange or other disposition of all or substantially all of Holdings’ assets, (ii) the withdrawal, resignation, filing of a certificate of dissolution or revocation of the charter or bankruptcy of a general partner, or the occurrence of any other event which causes the general partner to cease to be the general partner unless a majority-in-interest of the limited partners elect to continue the partnership, or (iii) such date as the partners shall unanimously elect.

18.    Comprehensive income (loss)

The components of accumulated other comprehensive income (loss), net of income taxes, consisted of:

	Cash flow hedges			Pension liability			Cumulative translation adjustments			Total other comprehensive income (loss)			Total other comprehensive income (loss) attributable to noncontrolling interests			Total other comprehensive income (loss) attributable to GPC stockholders
	(In thousands)
Balance at January 1, 2008	$	(706	)	$	(8,959	)	$	61,791		$	52,126		$	—		$	52,126
Other comprehensive income		(22,361	)		(29,028	)		(65,941	)		(117,330	)		—			(117,330	)
Balance at December 31, 2008		(23,067	)		(37,987	)		(4,150	)		(65,204	)		—			(65,204	)
Other comprehensive income		10,111	(1)		10,432			19,579			40,122			6,041			34,081
Balance at December 31, 2009		(12,956	)		(27,555	)		15,429			(25,082	)		6,041			(31,123	)
Other comprehensive income		12,956	(1)		(4,118	)		(1,966	)		6,872			650			6,222
Common stock issued under exchange agreements		—			—			—			—			(2,393	)		2,393
Balance at December 31, 2010	$	—		$	(31,673	)	$	13,463		$	(18,210	)	$	4,298		$	(22,508	)

(1) Includes amortization and write-off of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements of $13.0 million (net of tax of $0) and $9.6 million (net of tax of $0) for the years ended December 31, 2010 and 2009, respectively.

19.    Option plans

Options have been granted under the terms of the Graham Packaging Holdings Company Management Option Plan (the “1998 Option Plan”), the 2004 Graham Packaging Holdings Company Management Option Plan (the “2004 Option Plan”), the 2008 Graham Packaging Holdings Company Management Option Plan (the “2008 Option Plan”) and the 2010 Equity Compensation Plan (the “2010 Option Plan” and, collectively with the 1998 Option Plan, the 2004 Option Plan and the 2008 Option Plan, the “Option Plans”).

The Option Plans provide for the grant to management employees of Holdings and its subsidiaries and non-employee Directors, advisors, consultants and other individuals providing services to Holdings of options (“Options”) to purchase either limited partnership interests in Holdings under the 1998 Option Plan, the 2004 Option Plan and the 2008 Option Plan (each interest being referred to as a “Unit”), which may be exchanged for shares of GPC’s common stock, or shares of GPC’s common stock under the 2010 Option Plan. On February 4, 2010, GPC effected a 1,465.4874-for-one stock split and Holdings effected a 3,781.4427-for-one unit split. Accordingly, any unit/share information reflects such splits. As a result of these splits, each share of GPC’s common stock corresponds to one Unit of Holdings’ partnership interest. The aggregate number of combined Units and/or shares with respect to

F-664

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

19.    Option plans (continued)

which Options may be granted under the Option Plans may not exceed 7,220,286. A committee has been appointed to administer the Option Plans, including, without limitation, the determination of the individuals to whom grants will be made, the number of Options subject to each grant and the various terms of such grants.

Under the 1998 Option Plan, the 2004 Option Plan and the 2010 Option Plan, the exercise price per Option is or will be equal to or greater than the fair value of a Unit on the date of grant. Under the 2008 Option Plan, the exercise price per Option is or will be less than, equal to, or greater than the fair value of a Unit on the date of grant, provided that there are limitations on exercise of any Option granted at less than fair value on the grant date. Prior to the IPO, the Company determined the fair value of a Unit by considering market multiples of comparable public companies and recent transactions involving comparable public and private companies, and by performing discounted cash flow analyses on its projected cash flows. The Company utilized the services of an appraisal firm to assist in these analyses. Subsequent to the IPO, the fair value of a Unit is equal to the closing price of the Company’s common stock on the New York Stock Exchange. The number and type of Units covered by outstanding Options and exercise prices may be adjusted to reflect certain events such as recapitalizations, mergers or reorganizations of or by Holdings. The Option Plans are intended to advance the best interests of the Company by allowing such employees to acquire an ownership interest in the Company, thereby motivating them to contribute to the success of the Company and to remain in the employ of the Company.

In general, Options awarded under the 1998 Option Plan vest according to either a time-based component or time-based and performance-based components as follows: 50% of the Options vest and become exercisable in 20% increments annually over five years, so long as the holder of the Option is still an employee on the vesting date, and 50% of the Options vest and become exercisable in 20% increments annually over five years, so long as the Company achieves specified earnings targets for each year, although these Options do become exercisable in full without regard to the Company’s achievement of these targets on the ninth anniversary of the date of grant, so long as the holder of the Option is still an employee on that date.

In general, time-based Options awarded under the 2004 Option Plan, the 2008 Option Plan and the 2010 Option Plan vest and become exercisable in 25% increments annually over four years, so long as the holder of the Option is still an employee on the vesting date, and in limited circumstances, Options have been granted under the 2004 Option Plan and the 2008 Option Plan with vesting subject to the additional requirement of the achievement of an earnings target. In some circumstances, Options have been granted under the 2004 Option Plan and the 2008 Option Plan that vest contingent upon the employee’s continuous employment with the Company and the sale by Blackstone of its entire interest in the Company, with the vesting percentage based upon the multiple of invested capital Blackstone achieves in such a sale (“MOIC Options”). These MOIC Options have been amended to provide that the MOIC Options will vest in accordance with the multiple of the invested capital Blackstone achieves if the employee remains continuously employed with the Company through the date on which Blackstone sells 75% of its original ownership interest in the Company. Employees can also qualify for additional vesting if Blackstone achieves additional multiple of invested capital milestones upon subsequent sales of its interest in the Company provided that those employees remain employed through a date that precedes such subsequent sale by three months or less.

Generally, upon a holder’s termination, all unvested Options are forfeited and vested Options must be exercised within 90 days of the termination event, with variations based on the circumstances of termination.

Options awarded under the Option Plans have a term of ten years. In the past, the Company has amended the terms of specified Options to extend their terms.

F-665

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

19.    Option plans (continued)

The weighted average fair value at date of grant for Options granted in 2010, 2009 and 2008 was $2.70, $1.42 and $2.81 per Option, respectively. The fair value of each Option was estimated on the date of the grant using a fair value option pricing model, with the following weighted-average assumptions:

	2010			2009			2008
Dividend yield		0	%		0	%		0	%
Expected volatility		30	%		30	%		30	%
Risk-free interest rate		1.90	%		2.05	%		2.28	%
Expected option life (in years)		4.0			4.5			4.5

The Company estimates expected volatility based upon the volatility of the stocks of comparable public companies and the volatility of the Company’s common stock. The Company’s expected life of Options granted was based upon actual experience and expected employee turnover. The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to the expected life of the Options granted. The Company has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future.

A summary of the changes in the Unit Options outstanding under the Option Plans during 2010 is as follows:

	Units under options			Weighted average exercise price/option		Weighted average remaining contractual term		Aggregate intrinsic value
						(In years)		(In millions)
Outstanding at beginning of year		4,813,115		$	8.35
Granted		—			—
Exercised(1)		(1,485,906	)		9.08
Forfeited		(227,747	)		7.70
Outstanding at end of year		3,099,462		$	8.05		6.5	$	14.7
Vested or expected to vest at end of year		2,322,522		$	8.30		6.3	$	10.5
Exercisable at end of year		1,889,443		$	8.22		6.2	$	8.7

A summary of the changes in the stock Options outstanding under the Option Plans during 2010 is as follows:

	Common stock under options			Weighted average exercise price/option		Weighted average remaining contractual term		Aggregate intrinsic value
						(In years)		(In millions)
Outstanding at beginning of year		—		$	—
Granted(2)		913,797			10.17
Exercised		—			—
Forfeited		(78,275	)		10.00
Outstanding at end of year		835,522		$	10.18		9.1	$	2.2
Vested or expected to vest at end of year		835,522		$	10.18		9.1	$	2.2
Exercisable at end of year		—		$	—		—	$	—

F-666

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

19.    Option plans (continued)

(1) Under the terms of the Option Plans, Warren Knowlton, the Operating Company’s former Chief Executive Officer, net settled his 894,538 Options in exchange for 164,182 Units of Holdings, which were then exchanged for shares of GPC’s common stock. The 894,538 Options are included in the “Exercised” line in the table above.

(2) In conjunction with the IPO, the Company granted Options to certain management members to purchase 841,363 shares of GPC’s common stock. Subsequently, the Company granted additional Options to purchase 72,434 shares of GPC’s common stock. As a result, the Company will incur incremental compensation expense of approximately $2.3 million over the four-year vesting period of the Options. The incremental expense recorded during the year ended December 31, 2010, was $0.5 million.

As of December 31, 2010, there was $2.4 million of total unrecognized compensation cost related to outstanding Options that is expected to be recognized over a weighted average period of 2.8 years. For the years ended December 31, 2010 and 2008, the Company received net proceeds of $4.3 million and $0.2 million, respectively, from the exercise of Options.

The intrinsic value of Options exercised for the years ended December 31, 2010 and 2008, was $3.2 million and $0.0 million, respectively.

20.    Other expense (income), net

Other expense (income), net consisted of the following:

	Year ended December 31,
	2010			2009			2008
	(In thousands)
Foreign exchange loss (gain), net	$	3,019		$	(1,907	)	$	215
Other		(406	)		356			189
	$	2,613		$	(1,551	)	$	404

21.    Income taxes

The (benefit) provision for income taxes consisted of:

	Year ended December 31,
	2010			2009			2008
	(In thousands)
(Loss) income from continuing operations before income taxes:
U.S.	$	(16,765	)	$	(5,256	)	$	(78,705	)
Foreign		27,854			56,004			44,265
Total	$	11,089		$	50,748		$	(34,440	)
Current provision:
Federal	$	3,054		$	393		$	23
State and local		697			849			527
Foreign		11,474			16,690			11,495
Total current provision		15,225			17,932			12,045

F-667

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

21.    Income taxes (continued)

	Year ended December 31,
	2010			2009		2008
	(In thousands)
Deferred (benefit) provision:
Federal		(49,957	)		6,451		(536	)
State and local		(10,192	)		1,008		12
Foreign		(5,776	)		1,623		1,456
Total deferred (benefit) provision		(65,925	)		9,082		932
Total (benefit) provision	$	(50,700	)	$	27,014	$	12,977

The following table sets forth the deferred income tax assets and liabilities that result from temporary differences between the reported amounts and the tax bases of the assets and liabilities:

	December 31,
	2010			2009
	(In thousands)
Deferred income tax assets:
Net operating loss carryforwards	$	322,461		$	327,858
Capital loss carryforwards		7,778			7,784
Fixed assets, due to differences in depreciation, impairment and assigned values		—			4,476
Accrued retirement indemnities		3,163			3,177
Inventories		2,486			2,532
Amortizable intangibles, due to differences in amortization, impairment and assigned values		16,635			—
Accruals and reserves		20,512			18,677
Deferred revenue		7,824			7,261
Tax credits		11,133			10,755
Other items		7,546			5,616
Gross deferred income tax assets		399,538			388,136
Valuation allowance		(249,908	)		(329,909	)
Net deferred income tax assets		149,630			58,227
Deferred income tax liabilities:
Investment in partnership		24,389			14,580
Fixed assets, due to differences in depreciation, impairment and assigned values		86,372			43,244
Inventories		—			492
Amortizable intangibles, due to differences in amortization, impairment and assigned values		—			13,824
Unremitted earnings of foreign subsidiaries		13,814			11,875
Other items		848			944
Gross deferred income tax liabilities		125,423			84,959
Net deferred income tax assets (liabilities)	$	24,207		$	(26,732	)

F-668

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

21.    Income taxes (continued)

Current deferred income tax liabilities of $2.5 million in 2010 and $6.3 million in 2009 are included in accrued expenses. Non-current deferred income tax assets of $44.6 million in 2010 and $0.8 million in 2009 are included in other non-current assets.

Pursuant to the requirements of ASC 740-10-30, “Establishment of a Valuation Allowance for Deferred Tax Assets,” the Company assesses the realizability of deferred tax assets based on an evaluation of positive and negative evidence, including past operating results, the existence of cumulative losses and the Company’s forecast of future taxable income. In estimating future taxable income, the Company developed assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences and the utilization of net operating loss and credit carryforwards to offset taxable income. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying business. As a result of this analysis, the Company determined that the valuation allowances on the net deferred tax assets of certain domestic subsidiaries in the amount of $86.6 million and certain foreign subsidiaries in the amount of $3.8 million were not required and were reversed for the year ended December 31, 2010. The remaining valuation allowance of $249.9 million primarily relates to the uncertainty of realizing the benefits arising from tax loss and credit carryforwards of other foreign and domestic subsidiaries. The valuation allowance decrease in 2010 of $80.0 million results from this valuation allowance reversal and is offset by increases related to current year losses in other domestic and foreign subsidiaries.

The difference between the actual income tax (benefit) provision and an amount computed by applying the U.S. federal statutory rate for corporations to earnings before income taxes is attributable to the following:

	Year ended December 31,
	2010			2009			2008
				(In thousands)
Taxes at U.S. federal statutory rate	$	3,881		$	17,762		$	(12,054	)
Partnership loss not subject to federal income taxes		1,053			157			273
State income tax net of federal benefit		(6,036	)		1,207			350
Permanent differences between tax and book accounting		4,683			1,287			1,372
Prior year adjustments		2,567			(941	)		137
Tax contingencies		6,190			(407	)		5,011
Income taxed in multiple jurisdictions		6,980			22,913			2,703
Change in valuation allowance		(68,396	)		(14,242	)		19,081
Tax credits		(2,298	)		(1,813	)		(4,191	)
Other		676			1,091			295
	$	(50,700	)	$	27,014		$	12,977

As of December 31, 2010, the Company’s domestic subsidiaries have U.S. federal net operating loss carryforwards of approximately $703.6 million. These net operating loss carryforwards are available to offset future taxable income and expire in the years 2018 through 2030. The Company also has various state net operating loss carryforwards that expire through 2030. The determination of the state net operating loss carryforwards is dependent upon the subsidiaries’ taxable income or loss, apportionment percentages and other respective state laws that can change from year to year and impact the amount of such carryforward. The Company’s international operating subsidiaries have, in the aggregate, approximately $158.3 million of tax loss carryforwards available as of December 31, 2010. These losses are available to reduce the originating subsidiaries’ future taxable foreign income. The loss carryforwards relating to the Company’s French subsidiaries ($127.9 million), UK subsidiaries ($4.0 million), Belgian subsidiaries ($1.0 million), and Brazilian

F-669

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

21.    Income taxes (continued)

subsidiaries ($15.7 million) have no expiration date. The remainder of the foreign loss carryforwards have

expiration dates ranging from 2011 through 2020. The Company has $21.9 million of capital loss carryforwards which are available to offset future capital gains and expire in the years 2011-2013. Additionally, the Company’s Canadian subsidiary has $0.5 million of capital loss carryforwards that have no expiration date.

As of December 31, 2010, the Company’s domestic subsidiaries had federal and state income tax credit carryforwards of approximately $7.3 million consisting of $2.4 million of Alternative Minimum Tax credits which never expire, $4.1 million of federal research and development credits and other general business credits which expire in the years 2011 through 2024 and $0.8 million of state tax credits with varying expiration dates. The Company’s subsidiaries in Mexico and Argentina have tax credit carryforwards of $3.0 million and $0.7 million, respectively, which expire in the years 2011 through 2020.

As of December 31, 2010, the Company’s equity in the undistributed earnings of foreign subsidiaries which are deemed to be permanently reinvested, and for which income taxes had not been provided, was $14.9 million. It is not practical to determine the related deferred tax liability.

The Company adopted guidance under ASC 740-10-25, “Basic Recognition Threshold,” effective January 1, 2007. This guidance prescribes a recognition threshold of more-likely-than-not for recognition of tax benefits.

The following table summarizes the activity related to the gross unrecognized tax benefits (“UTB”) from January 1, 2008, through December 31, 2010:

	December 31,
	2010			2009			2008
				(In thousands)
Balance at beginning of year	$	50,703		$	52,246		$	41,817
Increases related to prior year tax positions		1,569			30			1,304
Decreases related to prior year tax positions		(206	)		(7,542	)		(156	)
Increases related to current year tax positions		6,687			6,788			11,328
Decreases related to settlements with taxing authorities		(778	)		—			(52	)
Decreases related to lapsing of statute of limitations		(828	)		(1,059	)		(1,128	)
Currency translation adjustments		(242	)		240			(867	)
Balance at end of year	$	56,905		$	50,703		$	52,246

Offsetting long-term deferred income tax assets in the amount of $14.7 million, $14.6 million and $18.8 million at December 31, 2010, 2009 and 2008, respectively, are not reflected in the gross UTB balance above. Approximately $2.4 million, $9.0 million and $10.9 million of UTB at December 31, 2010, 2009 and 2008, respectively, if recognized, would impact the Company’s effective tax rate.

The Company operates and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. Its tax returns are periodically audited by domestic and foreign tax authorities. The Company is currently under examination by various foreign authorities. The U.S. corporate subsidiaries have open tax years from 2005 forward for certain state purposes. The Company generally has open tax years subject to audit scrutiny of three to five years in Europe, six years in Mexico and South America and three to five years in Asia. The Company does not expect a significant change in the UTB balance in the next twelve months.

Upon adoption of ASC 740-10-25, the Company elected to treat interest and penalties related to taxes as a component of income tax expense. As of December 31, 2010, 2009 and 2008, the Company has recorded UTB of $4.8 million, $5.6 million and $6.0 million, respectively, related to interest and penalties, all of which, if recognized, would affect the Company’s effective tax rate. During the year ended December 31, 2010, the Company recorded a tax benefit related to a decrease in UTB for interest and penalties of $0.8 million.

F-670

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

21.    Income taxes (continued)

Cash income tax payments of $21.1 million, $19.2 million and $9.3 million were made for income tax liabilities in 2010, 2009 and 2008, respectively.

22.    Commitments

In connection with plant expansion and improvement programs, the Company had commitments for capital expenditures of approximately $15.8 million at December 31, 2010.

The Company is a party to various capital and operating leases involving real property and equipment. Lease agreements may include escalating rent provisions and rent holidays, which are expensed on a straight-line basis over the term of the lease. Total rent expense for operating leases was $50.7 million, $50.3 million and $52.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Minimum future lease obligations on long-term noncancelable operating leases in effect at December 31, 2010, were as follows (in thousands):

2011	$	33,448
2012		28,199
2013		24,002
2014		18,532
2015		12,774
Thereafter		25,755

Minimum future lease obligations on capital leases in effect at December 31, 2010, were as follows (in thousands):

2011	$	985
2012		527
2013		2

The gross amount of assets under capital leases was $4.4 million and $51.3 million as of December 31, 2010 and 2009, respectively. The deferred rent liability relating to escalating rent provisions and rent holidays was $2.6 million and $2.2 million as of December 31, 2010 and 2009, respectively.

The Company has entered into agreements with an unrelated third-party for the financing of specific accounts receivable of certain foreign subsidiaries. The financing of accounts receivable under these agreements is accounted for as a sale of receivables in accordance with ASC 860-20, “Sale of Financial Assets.” Under the terms of the financing agreements, the Company transfers ownership of eligible accounts receivable without recourse to the third-party purchaser in exchange for cash. Proceeds on the transfer reflect the face value of the accounts receivable less a discount. The discount is recorded against net sales on the consolidated statement of operations in the period of the sale. The eligible receivables financed pursuant to this factoring agreement are excluded from accounts receivable on the consolidated balance sheet and are reflected as cash provided by operating activities on the consolidated statement of cash flows, while non-eligible receivables remain on the balance sheet with a corresponding liability established when those receivables are financed. The Company does not continue to service, administer and collect the eligible receivables under this program. The third-party purchaser has no recourse to the Company for failure of debtors constituting eligible receivables to pay when due. The Company maintains insurance on behalf of the third-party purchaser to cover any losses due to the failure of debtors constituting eligible receivables to pay when due. At December 31, 2010 and 2009, the Company had sold $18.4 million and $15.7 million of eligible accounts receivable, respectively, which represent the face amounts of total outstanding receivables at those dates.

F-671

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

22.    Commitments (continued)

Under the Fifth Amended and Restated Limited Partnership Agreement and the Monitoring Agreement, the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively. The Company has terminated the Monitoring Agreement and is no longer obligated to make payments under the Monitoring Agreement. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services under the Sixth Amended and Restated Limited Partnership Agreement. See Note 15 for further discussion of the Company’s obligations under these agreements.

As discussed in Note 15, in connection with the IPO, on February 10, 2010, GPC entered into separate ITRs with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC LP. The agreements provide for the payment by GPC of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that is actually realized (or is deemed to be realized in the case of an early termination or change in control as further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) the 1998 acquisition of Holdings and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs.

23.    Contingencies and legal proceedings

On November 3, 2006, the Company filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc. (collectively, “OI”). The complaint alleges certain misrepresentations by OI in connection with the Company’s 2004 purchase of the blow molded plastic container business of Owens-Illinois, Inc. and seeks damages in excess of $30 million. In December 2006, OI filed an Answer and Counterclaim, seeking to rescind a Settlement Agreement entered into between OI and the Company in April 2005, and disgorgement of more than $39 million paid by OI to the Company in compliance with that Settlement Agreement. The Company filed a Motion to Dismiss the Counterclaim in July 2007, which was granted by the Court in October 2007. On August 1, 2007, the Company filed an Amended Complaint to add additional claims seeking indemnification from OI for claims made against the Company by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between the Company and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171 (the “Union”) that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that the Company had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by the Company in October 2004. In the Amended Complaint, the Company maintains that under Section 8.2 of the Stock Purchase Agreement between the Company and OI, OI is obligated to indemnify the Company for any losses associated with differences in the two companies’ pension plans including any losses incurred in connection with the Arbitration award. The litigation is proceeding.

On April 10, 2009, OnTech Operations, Inc. (“OnTech”) initiated an arbitration proceeding against the Company, in which OnTech alleged that the Company breached a bottle purchase agreement dated April 28, 2008, and an equipment lease dated June 1, 2008. In its statement of claims, OnTech alleged, among other things, that the Company’s failure to produce bottles as required by the bottle purchase agreement resulted in the failure of OnTech’s business. As a result, OnTech sought to recover the value of its business, which it alleged was between $80 million and $150 million. The arbitration was heard by a three arbitrator panel from August 2, 2010, to August 16, 2010. On October 5, 2010, the Company received the decision from the arbitrators, which resulted in a payment by the Company to OnTech of $8.0 million in the fourth quarter of 2010, which is included in selling, general and administrative expenses.

The Company is a party to various other litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of the Company with respect to such litigation cannot be estimated with

F-672

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

23.    Contingencies and legal proceedings (continued)

certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from the Company’s various litigation matters will not be material to the business, financial condition, results of operations or cash flows of the Company.

24.    Segment information

The Company is organized and managed on a geographical basis in four operating segments: North America, Europe, South America and Asia. The Company began accounting for its new Asian operations as a new operating segment as of July 1, 2010, with the acquisition of China Roots. The accounting policies of the segments are consistent with those described in Note 1. The Company’s measure of segment profit or loss is operating income. Segment information for, and as of, the three years ended December 31, 2010, representing the reportable segments currently utilized by the chief operating decision makers, was as follows:

	Year		North America			Europe			South America			Asia			Eliminations(a)			Total
	(In thousands)
Net sales(b)(c)		2010	$	2,178,118		$	226,065		$	99,683		$	9,684		$	(817	)	$	2,512,733
		2009		1,942,747			235,766			92,771			—			(250	)		2,271,034
		2008		2,196,048			274,382			89,747			—			(1,223	)		2,558,954
Operating income (loss)		2010	$	220,253		$	20,824		$	387		$	247		$	—		$	241,711
		2009		210,990			31,777			(9,086	)		—			—			233,681
		2008		119,648			30,181			(4,627	)		—			—			145,202
Depreciation and amortization		2010	$	145,810		$	17,824		$	6,600		$	854		$	—		$	171,088
		2009		136,929			17,902			3,788			—			—			158,619
		2008		149,765			20,492			5,268			—			—			175,525
Asset impairment charges		2010	$	5,290		$	3,543		$	788		$	—		$	—		$	9,621
		2009		31,512			3,918			6,396			—			—			41,826
		2008		86,861			3,534			5,669			—			—			96,064
Interest expense, net		2010	$	180,443		$	1,104		$	3,202		$	169		$	—		$	184,918
		2009		171,647			1,183			2,928			—			—			175,758
		2008		174,128			2,678			2,432			—			—			179,238
Other (income) expense, net		2010	$	(5,770	)	$	6,139		$	(103	)(d)	$	(53	)	$	2,400		$	2,613
		2009		(17,747	)		691			(9,764	)		—			25,269			(1,551	)
		2008		(4,126	)		(1,689	)		(4	)		—			6,223			404
Income tax (benefit) provision		2010	$	(52,634	)	$	3,146		$	(1,163	)	$	(49	)	$	—		$	(50,700	)
		2009		16,433			9,535			1,046			—			—			27,014
		2008		3,569			9,560			(152	)		—			—			12,977
Identifiable assets(b)(c)(e)		2010	$	991,676		$	125,433		$	69,044		$	16,989		$	—		$	1,203,142
		2009		830,897			138,053			48,828			—			—			1,017,778
Goodwill		2010	$	626,156		$	15,449		$	7		$	1,452		$	—		$	643,064
		2009		420,765			16,286			7			—			—			437,058
Cash paid for property, plant and equipment		2010	$	107,387		$	19,761		$	26,761		$	3,210		$	—		$	157,119
		2009		119,875			13,529			12,607			—			—			146,011
		2008		116,442			20,767			11,367			—			—			148,576

(a) To eliminate intercompany transactions.

F-673

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

24.    Segment information (continued)

(b) The Company’s net sales for Europe include countries having significant sales as follows:

	Year ended December 31,
	2010		2009		2008
	(In millions)
Poland	$	54.4	$	49.3	$	63.7
Belgium		50.5		54.9		57.4
Spain		29.1		40.6		40.8
France		29.7		24.3		34.4

The Company’s identifiable assets for Europe include countries having significant identifiable assets as follows:

	December 31,
	2010		2009
	(In millions)
Poland	$	33.0	$	36.6
Belgium		27.2		31.9
Spain		21.0		23.6
France		20.9		15.3

(c) The Company’s net sales for North America include sales in Mexico which totaled $173.4 million, $147.3 million and $150.4 million for the years ended December 31, 2010, 2009 and 2008, respectively. Identifiable assets in Mexico totaled $70.6 million and $58.8 million as of December 31, 2010 and 2009, respectively. Substantially all of the North America reportable segment’s remaining net sales and identifiable assets are in the United States.

(d) Beginning January 1, 2010, Venezuela’s economy is considered to be highly inflationary for accounting purposes. Accordingly, the Company has adopted the U.S. dollar as the functional currency for its Venezuelan operations. All bolivar-denominated transactions, as well as monetary assets and liabilities, are remeasured into U.S. dollars. As a result of the application of hyper-inflationary accounting requiring the revaluation of monetary assets and liabilities, the Company recorded a $2.3 million loss in other expense for the year ended December 31, 2010. Net sales for Venezuela were $6.0 million for the year ended December 31, 2010, and net assets for Venezuela were less than 1.0% of the Company’s total net assets as of December 31, 2010 and 2009. As the Venezuelan operations are not significant to the overall operations of the Company, future rate changes in the bolivar would not have a significant impact on the Company’s financial statements.

(e) Represents property, plant and equipment, net.

Product net sales information

The following is supplemental information on net sales by product category:

	Food and beverage		Household		Personal care/specialty		Automotive lubricants		Total
	(In thousands)
2010	$	1,586,417	$	442,928	$	163,931	$	319,457	$	2,512,733
2009		1,385,544		423,004		171,278		291,208		2,271,034
2008		1,561,273		491,641		186,787		319,253		2,558,954

F-674

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

25.    Environmental matters

As a result of the Company closing its plant located in Edison, New Jersey, the Company is subject to New Jersey’s Industrial Site Recovery Act (“ISRA”). The Company acquired this facility from Owens-Illinois,

Inc. in 2004. ISRA is an environmental law that specifies a process of reporting to the New Jersey Department of Environmental Protection (“NJDEP”) and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. The Company is in the process of evaluating and implementing its obligations under ISRA regarding this facility. The Company has recorded expense of $0.4 million for this obligation. This amount may change based on results of additional investigation expected to be undertaken for NJDEP, however, the Company does not believe that such changes will have a significant impact on the results of operations.

26.    Earnings per share

The following are reconciliations of income (loss) from continuing operations, loss from discontinued operations and net income (loss) attributable to GPC stockholders used to calculate basic and diluted earnings (loss) per share.

The following summarizes earnings per share for the year ended December 31, 2010 (in thousands, except share and per share data):

	As reported		Attributable  to noncontrolling interests(1)			Attributable  to GPC stockholders for computation of basic earnings per share		Adjustment  for potentially dilutive options to purchase partnership units(2)		Adjusted for computation of diluted earnings per share
Numerator:
Net income	$	61,789	$	(7,077	)	$	54,712	$	111	$	54,823
Denominator:
Weighted average number of GPC shares outstanding(3)							60,334,473				61,410,535
						Basic				Diluted
Earnings per share:
Net income attributable to GPC stockholders						$	0.91			$	0.89

F-675

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

26.    Earnings per share (continued)

The following summarizes earnings per share for the year ended December 31, 2009 (in thousands, except share and per share data):

	As reported			Attributable to noncontrolling interests(1)			Attributable to GPC stockholders for computation of basic earnings per share			Adjustment for potentially dilutive options to purchase partnership units(2)			Adjusted for computation of diluted earnings per share
Numerator:
Income from continuing operations	$	23,734		$	(4,602	)	$	19,132		$	(273	)	$	18,859
Loss from discontinued operations		(9,481	)		1,428			(8,053	)		85			(7,968	)
Net income	$	14,253		$	(3,174	)	$	11,079		$	(188	)	$	10,891
Denominator:
Weighted average number of GPC shares outstanding(4)								42,981,204						42,985,179
							Basic						Diluted
Earnings per share:
Income from continuing operations							$	0.45					$	0.44
Loss from discontinued operations								(0.19	)					(0.19	)
Net income attributable to GPC stockholders							$	0.26					$	0.25

F-676

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

26.    Earnings per share (continued)

The following summarizes loss per share for the year ended December 31, 2008 (in thousands, except share and per share data):

	As reported			Attributable to noncontrolling interests(1)		Attributable to GPC stockholders for computation of basic loss per share			Adjustment for potentially dilutive options  to purchase partnership units(2)		Adjusted for computation of diluted loss per share
Numerator:
Loss from continuing operations	$	(47,417	)	$	—	$	(47,417	)	$	—	$	(47,417	)
Loss from discontinued operations		(10,506	)		—		(10,506	)		—		(10,506	)
Net loss	$	(57,923	)	$	—	$	(57,923	)	$	—	$	(57,923	)
Denominator:
Weighted average number of GPC shares outstanding(5)							42,975,419					42,975,419
						Basic					Diluted
Loss per share:
Loss from continuing operations						$	(1.10	)			$	(1.10	)
Loss from discontinued operations							(0.25	)				(0.25	)
Net loss attributable to GPC stockholders						$	(1.35	)			$	(1.35	)

(1) The allocation of earnings is based on the noncontrolling interests’ relative ownership percentage.

(2) Holdings adjustment is based on incremental earnings that would be attributable to those potentially dilutive options to purchase partnership units on an “as-if converted” basis. For the years ended December 31, 2010, 2009 and 2008, 669,694, 721,828 and 4,954,011 potential options to purchase partnership units, respectively, have been excluded as the options are either antidilutive or as a result of the related contingencies not being met as of the reporting dates. Regarding contingencies, there are two types of options that contain contingencies: (1) those which vest and become exercisable upon the attainment of certain financial performance goals associated with a sale by Blackstone of 75% of its original ownership interest in the Company, and (2) those which vest and become exercisable upon Holdings’ achievement of specified earnings targets.

(3) For the year ended December 31, 2010, 20,134 potential options to purchase GPC common stock have been excluded as the options are antidilutive.

(4) Reflects 3,975 incremental shares calculated using the treasury stock method.

(5) As of December 31, 2008, there were no potentially dilutive common stock equivalents outstanding regarding GPC shares. Accordingly, the number of basic and diluted weighted average shares outstanding is the same.

F-677

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

27.    Capital stock

On February 10, 2010, the Company completed its IPO and on February 11, 2010, its stock began trading on the New York Stock Exchange under the symbol “GRM.” In connection with the IPO, the Company, on February 4, 2010, increased the number of authorized shares of $0.01 par value common stock to 500,000,000 and of $0.01 par value preferred stock to 100,000,000, and effected a 1,465.4874-for-one stock split of its shares of common stock. On February 10, 2010, and in connection with the IPO, the Company issued 16,666,667 of its registered common stock at the initial public offering price of $10.00 per share, less underwriters discount and expenses.

Additionally, as part of the IPO, the Graham Family entered into an Exchange Agreement. Under the Exchange Agreement, the Graham Family and certain permitted transferees may, subject to specific terms, exchange their limited partnership units in Holdings for shares of the Company’s common stock at any time and from time to time on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications. Under this Exchange Agreement, entities controlled by the Graham Family and certain of their permitted transferees exercised their rights to exchange 1,324,900 limited partnership units of Holdings for 1,324,900 shares of the Company’s common stock. The Company has also entered into Management Exchange Agreements, which provide for similar rights to management to exchange limited partnership units of Holdings obtained on exercise of outstanding options for shares of the Company’s common stock.

On March 11, 2010, the underwriters of the IPO partially exercised their option to purchase additional shares of common stock from the Company and purchased 1,565,600 shares of registered common stock at the initial public offering price of $10.00 per share, less underwriters discount (the “Underwriters’ Allotment”). The Underwriters’ Allotment closed on March 16, 2010.

There were 0 shares of preferred stock issued and outstanding for each of the years ended December 31, 2010, 2009 and 2008. There were 63,311,512, 42,998,786 and 42,975,419 shares of common stock issued and outstanding for the years ended December 31, 2010, 2009 and 2008, respectively.

28.    Interim financial results (unaudited)

	2010
	First quarter			Second quarter		Third quarter			Fourth quarter		Total
	(In thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Net sales	$	585,576		$	652,832	$	630,439		$	643,886	$	2,512,733
Gross profit	$	102,319		$	120,598	$	112,043		$	101,489	$	436,449
Net (loss) income	$	(24,511	)	$	37,800	$	(4,354	)	$	52,854	$	61,789
Net (loss) income attributable to noncontrolling interests	$	(2,290	)	$	4,264	$	(209	)	$	5,312	$	7,077
Net (loss) income attributable to Graham Packaging Company Inc. stockholders	$	(22,221	)	$	33,536	$	(4,145	)	$	47,542	$	54,712
Earnings per share:
Net (loss) income attributable to Graham Packaging Company Inc. stockholders per share(1):
Basic	$	(0.42	)	$	0.54	$	(0.07	)	$	0.75	$	0.91
Diluted	$	(0.42	)	$	0.53	$	(0.07	)	$	0.75	$	0.89

F-678

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

28.    Interim financial results (unaudited) (continued)

	2009
	First quarter		Second quarter		Third quarter		Fourth quarter			Total
	(In thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Net sales	$	561,851	$	585,714	$	588,803	$	534,666		$	2,271,034
Gross profit	$	93,576	$	112,693	$	111,799	$	86,381		$	404,449
Income (loss) from continuing operations	$	17,170	$	34,570	$	13,084	$	(41,090	)	$	23,734
Net income (loss)	$	16,843	$	33,091	$	10,966	$	(46,647	)	$	14,253
Net income (loss) attributable to noncontrolling interests	$	2,826	$	5,262	$	1,930	$	(6,844	)	$	3,174
Net income (loss) attributable to Graham Packaging Company Inc. stockholders	$	14,017	$	27,829	$	9,036	$	(39,803	)	$	11,079
Earnings per share:
Net income (loss) attributable to Graham Packaging Company Inc. stockholders per share(1):
Basic	$	0.33	$	0.65	$	0.21	$	(0.93	)	$	0.26
Diluted	$	0.33	$	0.65	$	0.21	$	(0.93	)	$	0.25

(1) Net (loss) income attributable to Graham Packaging Company Inc. stockholders per share may not necessarily total to the yearly income per share due to the weighting of shares outstanding on a quarterly and year-to-date basis.

29.    Subsequent event

On January 13, 2011, Graham Alternative Investment Partners I, LP (“GAIP”), Graham Capital Company (“GCC”) and GPC Investments, LLC (“GPCI”) exercised their rights under the Exchange Agreement to exchange on a one-for-one basis Holdings limited partnership units for shares of GPC’s common stock. On January 13, 2011, GAIP, GCC and GPCI exchanged 1,500,000, 240,000 and 26,681 Holdings limited partnership units, respectively, for the same number of shares of GPC’s common stock. Holdings issued an aggregate of 1,766,681 limited partnership units to GPC in consideration for the corresponding number of limited partnership units surrendered and extinguished as a result of such exchanges. No underwriters were involved in the transactions, and the transactions were exempt from the registration requirements under Section 4(2) of the Securities Act. This exchange will impact the ITRs obligations, for which the Company is currently in the process of determining the impact.

30.    Subsequent events

Merger

On June 17, 2011, the Company, Reynolds Group Holdings Limited (“Reynolds”) and Bucephalas Acquisition Corp., an indirect wholly-owned subsidiary of Reynolds (“Merger Sub”), entered into an Agreement and Plan of Merger and an amendment thereto (as amended, the “Merger Agreement”). Prior to entering into the Merger Agreement, the Company terminated the previously announced merger agreement (the “Prior Merger Agreement”) with Silgan Holdings, Inc (“Silgan”). In accordance with the terms of the Prior Merger Agreement, the Company paid a $39.5 million termination fee to Silgan.

Blackstone, which owned approximately 60% of the outstanding shares of the Company’s common stock on June 17, 2011, executed a written consent on that date to approve the transaction, thereby providing the required stockholder approval for the Merger.

F-679

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

30.    Subsequent events (continued)

On September 8, 2011, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation as an indirect wholly-owned subsidiary of Reynolds (the “Merger”).

As a result of the Merger, each outstanding share of the Company’s common stock, other than shares owned by Reynolds or the Company (which were cancelled) and other than those shares with respect to which appraisal rights were properly exercised and not withdrawn, was converted into the right to receive $25.50 in cash, without interest. In addition, immediately prior to the effective time of the Merger, Holdings engaged in a merger that resulted in the equity holders of Holdings (other than GPC) receiving the same cash consideration as is payable in the Merger. Also, pursuant to the terms of the equity incentive plans of the Company and corresponding award agreements with its officers and directors, upon the completion of the Merger, all stock options that vest based solely on the passage of time and continued employment and all stock options that vest upon attainment of certain performance goals became fully vested if the option holder remained employed by the Company until the effective time of the Merger. Additionally, at the closing of the Merger, Reynolds made a cash payment of $245 million pursuant to contractual change in control provisions in the ITRs.

Tender offer and consent solicitations

On July 7, 2011, the Company announced that the Operating Company and CapCo I (collectively, the “Issuers”) commenced tender offers for any and all of their Notes outstanding and solicitation of consents of holders of each series of Notes to make certain amendments to the indentures governing the Notes. The tender offers and consent solicitations were requested by Reynolds in connection with the Merger. The tender offers and consent solicitations were conditioned on consummation of the Merger. In addition, the tender offers and consent solicitations were conditioned on the receipt of requisite consents to approve the proposed amendments (with respect to each series of Notes, consents in respect of at least a majority in principal amount of the then outstanding Notes issued under the applicable indenture) and the general conditions set forth in the offer to purchase and consent solicitations statement. On July 18, 2011, the Issuers amended the pricing terms of the tender offers and consent solicitations for their Senior Notes.

On July 19, 2011, the Company announced that the Issuers received the requisite consents from holders of the Senior Subordinated Notes to adopt the proposed amendments that were the subject of the consent solicitation for such Notes. The Issuers did not receive the requisite consents from holders of the Senior Notes to adopt the proposed amendments that were the subject of the consent solicitation for such Notes.

On August 4, 2011, the tender offers and consent solicitations for the Senior Notes expired. On August 25, 2011, the Issuers purchased $20,455,000 of Senior Subordinated Notes tendered in connection with the related tender offer and consent solicitation.

Senior Secured Intercompany Loan Agreement

In connection with the proposed Merger, Reynolds, through one of its subsidiaries, loaned $2,078 million to certain subsidiaries of the Company pursuant to an intercompany loan agreement evidenced by a senior secured intercompany note. The proceeds of the loan made on the closing date of the Merger were used to repay amounts owed under the Company’s Credit Agreement, to pay related fees and expenses and to pay transaction costs associated with the Merger.

The loan made on the closing date of the Merger bears interest at a rate equal to LIBOR (subject to a LIBOR floor of 1.50%), plus 4.50% per annum and will mature on or about October 15, 2018. The principal of the loan made on the closing date of the Merger is subject to quarterly amortization at a rate equal to 7.5% per annum, which increases to 10% per annum commencing in January, 2013. Such amortization payments are due quarterly and may be funded through committed additional loans under the intercompany loan agreement. The

F-680

Graham Packaging Company Inc.

Notes to consolidated financial statements (Continued)

30.    Subsequent events (continued)

intercompany loan agreement contains a cash flow sweep covenant under which the borrowers are required to make periodic cash sweep payments to repay the principal balance of the loans, based on 50% of excess cash flow.

Change of Control Offer

The Company commenced a change of control offer with respect to the Company’s senior notes due 2017 and senior notes due 2018 to repurchase for cash at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase, as required by the applicable indentures. Holders of $239.8 million aggregate principal amount of the senior notes due 2017 and $230.6 million aggregate principal amount of the senior notes due 2018 tendered their notes in the change of control offer prior to its expiration on October 17, 2011.

31.    Satisfaction and discharge of Notes and condensed guarantor data

Following the consummation of the merger between the Company and Reynolds on September 8, 2011, and the satisfaction and discharge of the Notes on March 16, 2012, the Company and certain of its subsidiaries (the “Guarantor Subsidiaries”) became guarantors of certain notes issued by Reynolds (the “Reynolds Notes”) by executing supplemental indentures to the indentures governing the Reynolds Notes. As a result of the consummation of the merger on September 8, 2011 as discussed above, each of the Guarantor Subsidiaries became 100% owned by Reynolds Group Holdings Limited. The Notes are guaranteed to the extent permitted by law and are subject to certain customary guarantee release provisions set forth in the indentures governing the Notes on a joint and several basis by each Guarantor Subsidiary.

The following condensed consolidating information presents, in separate columns, the condensed consolidating balance sheet as of December 31, 2010, and the related condensed consolidating statement of operations and condensed consolidating statement of cash flows for the year ended December 31, 2010, for (i) the Guarantors, including the Company and the Guarantor Subsidiaries on a combined basis, with their investments in other subsidiaries recorded under the equity method, (ii) the Non-Guarantors on a combined basis, (iii) eliminating entries necessary to consolidate the Guarantors and the Non-Guarantors, and (iv) the Company on a consolidated basis.

F-681

Graham Packaging Company Inc.

Condensed consolidating balance sheet

As of December 31, 2010

	Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	115,805		$	37,159	$	—		$	152,964
Accounts receivable, net		140,201			76,167		—			216,368
Inventories		203,203			43,963		—			247,166
Deferred income taxes		8,330			6,286		—			14,616
Prepaid expenses and other current assets		26,379			15,984		—			42,363
Total current assets		493,918			179,559		—			673,477
Property, plant and equipment, net		914,420			288,722		—			1,203,142
Intangible assets, net		189,187			6,593		—			195,780
Goodwill		590,214			52,850		—			643,064
Net intercompany		105,823			—		(105,823	)		—
Investment in subsidiaries		294,786			—		(294,786	)		—
Other non-current assets		76,656			14,708		—			91,364
Total assets	$	2,665,004		$	542,432	$	(400,609	)	$	2,806,827
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	16,749		$	17,258	$	—		$	34,007
Accounts payable		108,266			34,319		—			142,585
Accrued expenses and other current liabilities		149,636			46,796		—			196,432
Deferred revenue		26,708			5,763		—			32,471
Total current liabilities		301,359			104,136		—			405,495
Long-term debt		2,794,980			3,844		—			2,798,824
Deferred income taxes		21,400			11,028		—			32,428
Other non-current liabilities		77,989			22,815		—			100,804
Net intercompany		—			105,823		(105,823	)		—
Commitments and contingent liabilities
Equity (deficit):
Graham Packaging Company Inc. stockholders’ equity (deficit):
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		—			—		—			—
Common stock, $0.01 par value, 500,000,000 shares authorized, shares issued and outstanding 63,311,512		633			—		—			633
Additional paid-in capital		459,422			—		—			459,422
Retained earnings (deficit)		(977,318	)		—		—			(977,318	)
Notes and interest receivable for ownership interests		(4,838	)		—		—			(4,838	)
Accumulated other comprehensive income (loss)		(22,508	)		—		—			(22,508	)
Graham Packaging Company Inc. stockholders’ equity (deficit)		(544,609	)		—		—			(544,609	)
Noncontrolling interests		13,885			—		—			13,885
Equity (deficit)		(530,724	)		—		—			(530,724	)
Partners’ capital (deficit)		—			294,786		(294,786	)		—
Total liabilities and equity (deficit)	$	2,665,004		$	542,432	$	(400,609	)	$	2,806,827

F-682

Graham Packaging Company Inc.

Condensed consolidating statement of operations For the year ended December 31, 2010

	Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In thousands)
Net sales	$	1,983,509		$	529,224	$	—		$	2,512,733
Cost of goods sold		1,628,395			447,889		—			2,076,284
Gross profit		355,114			81,335		—			436,449
Selling, general and administrative expenses		151,606			29,753		—			181,359
Asset impairment charges		4,890			4,731		—			9,621
Net loss on disposal of property, plant and equipment		2,339			1,419		—			3,758
Operating income		196,279			45,432		—			241,711
Interest expense, net		180,404			4,514		—			184,918
Net loss on debt extinguishment		31,132			—		—			31,132
Write-off of amounts in accumulated other comprehensive income related to interest rate swaps		6,988			—		—			6,988
Increase in income tax receivable obligations		4,971			—		—			4,971
Other (income) expense, net		(6,179	)		8,792		—			2,613
Equity in earnings of subsidiaries		(26,560	)		—		26,560			—
Income (loss) before income taxes		5,523			32,126		(26,560	)		11,089
Income tax (benefit) provision		(56,266	)		5,566		—			(50,700	)
Net income (loss)		61,789			26,560		(26,560	)		61,789
Net income attributable to noncontrolling interests		7,077			—		—			7,077
Net income (loss) attributable to Graham Packaging Company Inc. stockholders	$	54,712		$	26,560	$	(26,560	)	$	54,712

F-683

Graham Packaging Company Inc.

Condensed consolidating statement of cash flows For the year ended December 31, 2010

	Guarantors			Non-Guarantors			Eliminations			Consolidated
				(In thousands)
Operating activities:
Net cash provided by operating activities	$	147,344		$	82,743		$	—		$	230,087
Investing activities:
Net cash paid for property, plant and equipment		(88,171	)		(68,317	)		—			(156,488	)
Acquisitions of/investments in businesses, net of cash acquired		(559,264	)		(19,785	)		—			(579,049	)
Intercompany investing activities		(17,947	)		5			17,942			—
Cash paid for sale of business		(301	)		246			—			(55	)
Net cash (used in) provided by investing activities		(665,683	)		(87,851	)		17,942			(735,592	)
Financing activities:
Proceeds from issuance of long-term debt		600,119			108,722			—			708,841
Payment of long-term debt		(225,991	)		(107,472	)		—			(333,463	)
Intercompany financing activities		(5	)		17,947			(17,942	)		—
Debt issuance fees		(35,856	)		—			—			(35,856	)
Proceeds from the issuance of common stock, net of underwriting discount of $11.3 million		171,055			—			—			171,055
Payment of other expenses for the issuance of common stock		(5,669	)		—			—			(5,669	)
Repayment of notes and interest for ownership interests		1,882			—			—			1,882
Proceeds from issuance of ownership interests		4,344			—			—			4,344
Net cash provided by (used in) financing activities		509,879			19,197			(17,942	)		511,134
Effect of exchange rate changes on cash and cash equivalents		—			(473	)		—			(473	)
(Decrease) increase in cash and cash equivalents		(8,460	)		13,616			—			5,156
Cash and cash equivalents at beginning of year		124,265			23,543			—			147,808
Cash and cash equivalents at end of year	$	115,805		$	37,159		$	—		$	152,964

F-684

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Offer to Exchange

$3,250,000,000 Outstanding 5.750% Senior Secured Notes due 2020

and Related Guarantees for

$3,250,000,000 Registered 5.750% Senior Secured Notes

due 2020 and Related Guarantees

PROSPECTUS

                , 2012

Dealer Prospectus Delivery Obligation

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of (i) in the case of an exchange dealer or initial purchaser, 180 days after the expiration date and (ii) in the case of any broker-dealer, 90 days after the expiration date, it will make this prospectus available to any such exchange dealer, initial purchaser or broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

California Registrants

(a)  Graham Packaging PX, LLC is a limited liability company organized under the laws of California.

Under Section 17155 of the California Beverly-Killea Limited Liability Company Act, except for a breach of the duty set forth in Section 17153 of the California Beverly-Killea Limited Liability Act, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines, or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee, or agent of the limited liability company.

(b)  Graham Packaging PX Company is a general partnership formed under the laws of California.

Section 16401(c) of the California Uniform Partnership Act of 1994 states that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

The Partnership Agreement of Graham Packaging PX Company provides that the partners shall not be liable to the partnership or to any other partner for any acts performed within the scope of the authority conferred on them by the Partnership Agreement. It also provides that any liability of the Partnership shall first be satisfied out of the assets of the Partnership (including the proceeds of any insurance which the Partnership may recover and any capital contributions), and if such assets shall not be sufficient to satisfy such liability, such liability shall be borne by the partners.

Delaware Registrants

(a)  Each of Bakers Choice Products, Inc., Blue Ridge Holding Corp., Blue Ridge Paper Products Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., Closure Systems International Inc., Closure Systems International Packaging Machinery Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc., GPC Capital Corp. I, GPC Capital Corp. II, Graham Packaging Acquisition Corp., Graham Packaging Company Inc., Graham Packaging PET Technologies Inc., Graham Packaging Plastic Products Inc., Graham Packaging PX Holding Corporation, Graham Packaging Regioplast STS Inc., Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Packaging Inc., PCA West Inc., RenPac Holdings Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., Reynolds Presto Products Inc., Reynolds Services Inc. and SIG Combibloc Inc. is incorporated under the laws of the state of Delaware.

Section 102(b)(7) of the General Corporation Law of the State of Delaware, or the “DGCL,” permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision, however, may not eliminate or limit a director’s liability (1) for breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of each of Bakers Choice Products, Inc., Blue Ridge Holding Corp., Blue Ridge Paper Products Inc., Closure Systems International Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging USA Inc., GPC Capital Corp. I, GPC Capital Corp. II, Graham Packaging Acquisition Corp., Graham Packaging PET Technologies Inc., Graham Packaging Regioplast STS Inc., Pactiv Packaging Inc., Reynolds Consumer Products Inc., Reynolds

II-1

Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., RenPac Holdings Inc., Reynolds Presto Products Inc., Reynolds Services Inc. and SIG Combibloc Inc. contains such a provision. The certificate of incorporation of each of Evergreen Packaging International (US) Inc., Graham Packaging Plastic Products Inc., Graham Packaging PX Holding Corporation, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., PCA West Inc. and Closure Systems International Packaging Machinery Inc. does not contain such a provision.

Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The certificate of incorporation and bylaws of each of Blue Ridge Holding Corp. and Blue Ridge Paper Products Inc. provide that to the extent not prohibited by law, the corporation shall indemnify any person who is or was made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or, at the request of the corporation, is or was serving as a director or officer of another corporation or in a capacity with comparable authority and responsibilities for another enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees, disbursements and other charges). The certificate of incorporation of Pactiv Packaging Inc. provides that the corporation shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by the DGCL, any person who is or was a party, or is or was threatened to be made a party, to any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the corporation against any liability or expense actually and reasonably incurred by such person in respect thereof; provided, however, that the corporation is not required to indemnify a director or officer of the corporation in connection with an action, suit or proceeding initiated by such person, unless such action, suit or proceeding was authorized by the board of directors of the corporation. The certificate of incorporation of Graham Packaging Plastic Products Inc. provides that the corporation shall, to the extent not prohibited by law, indemnify any person who is or was made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving in any capacity at the request of the corporation for another enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements).

The bylaws of each of Bakers Choice Products, Inc., Closure Systems International Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc., Graham

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Packaging Acquisition Corp., Graham Packaging Company Inc., Graham Packaging PET Technologies Inc., Graham Packaging Plastic Products Inc., Graham Packaging Regioplast STS Inc., Graham Packaging PX Holding Corporation, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Packaging Inc., PCA West Inc., Reynolds Consumer Products Inc., Reynolds Presto Products Inc., Reynolds Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., RenPac Holdings Inc., Reynolds Packaging Inc., Closure Systems International Packaging Machinery Inc., Reynolds Services Inc. and SIG Combibloc Inc. provide that the corporation shall indemnify, to the full extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that (i) such person is or was serving or has agreed to serve as a director or officer of the corporation, (ii) such person, while serving as a director or officer of the corporation, is or was serving or has agreed to serve at the request of the corporation as a director, officer, employee, manager, or agent of another enterprise, or (iii) such person is or was serving or has agreed to serve at the request of the corporation as a director, officer or manager of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on behalf of such person in a proceeding (including any appeal therefrom) other than a proceeding by or in the right of the corporation, or against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on behalf of such person in connection with the defense or settlement of a proceeding by or in the right of the corporation and any appeal therefrom. The bylaws of each of Bakers Choice Products, Inc., Closure Systems International Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc., Graham Packaging Company Inc., Graham Packaging PX Holding Corporation, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Packaging Inc., PCA West Inc., Reynolds Consumer Products Inc., Reynolds Presto Products Inc., Reynolds Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., RenPac Holdings Inc., Reynolds Packaging Inc., Closure Systems International Packaging Machinery Inc., Reynolds Services Inc. and SIG Combibloc Inc. do not, however, require the corporation to indemnify a present or former director or officer in respect of a proceeding (or part thereof) initiated by such person, unless such proceeding (or part thereof) has been authorized by the board of directors or the indemnification requested is in respect of expenses incurred in connection with establishing such person’s right of indemnification. The bylaws of each of GPC Capital Corp. I and GPC Capital Corp. II provide that, to the fullest extent permitted by law, the corporation shall indemnify current or former directors or officers of the corporation, and may indemnify current or former employees or agents of the corporation, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding to which such person was or is a party or is threatened to be made a party by reason of such person’s current or former position or by reason of the fact that such person is or was serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another enterprise.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

The certificate of incorporation and bylaws of each of Blue Ridge Holding Corp. and Blue Ridge Paper Products Inc. provide that any person entitled to indemnification or advancement of expenses under the provisions thereof shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or advancement of expenses, in whole or in part, in any such proceeding.

The bylaws of each of Bakers Choice Products, Inc., Closure Systems International Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc., Graham Packaging Acquisition Corp., Graham Packaging Company Inc., Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Packaging Inc., PCA West Inc., Reynolds Consumer Products Inc., Reynolds

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Presto Products Inc., Reynolds Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., RenPac Holdings Inc., Reynolds Packaging Inc., Closure Systems International Packaging Machinery Inc., Reynolds Services Inc. and SIG Combibloc Inc. provide that to the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in its bylaws or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The bylaws of each of Graham Packaging PET Technologies Inc., Graham Packaging Plastic Products Inc., Graham Packaging Regioplast STS Inc., and Graham Packaging PX Holding Corporation provide that any person entitled to indemnification or advancement of expenses under the bylaws shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or advancement of expenses, in whole or in part, in any such proceeding.

Section 145(e) of the DGCL permits a Delaware corporation to advance litigation expenses, including attorneys’ fees, incurred by present and former directors and officers prior to the final disposition of the relevant proceedings. The advancement of expenses to a present director or officer is conditioned upon receipt of an undertaking by or on behalf of such director or officer to repay the advancement if it is ultimately determined that such director or officer is not entitled to be indemnified by the corporation. Advancement to former officers and directors may be conditioned upon such terms and conditions, if any, as the corporation may deem appropriate.

The certificate of incorporation and bylaws of each of Blue Ridge Holding Corp. and Blue Ridge Paper Products Inc. provide that the corporation shall advance to any director or officer entitled to indemnification the funds necessary for the payment of expenses (including attorneys’ fees and disbursements) incurred in connection with any proceeding in advance of the final disposition of such proceeding, provided, however, that, if required by the DGCL, such expenses incurred by or on behalf of any director or officer may only be paid by the corporation in advance of the final disposition of a proceeding upon receipt by the corporation of an undertaking to repay any such amount so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified for such expenses.

The bylaws of each of Bakers Choice Products, Inc., Closure Systems International Inc., Closure Systems International Americas, Inc., Closure Systems International Holdings Inc., CSI Sales & Technical Services Inc., Evergreen Packaging Inc., Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc., Graham Packaging Acquisition Corp., Graham Packaging Company Inc., Graham Packaging PET Technologies Inc., Graham Packaging Plastic Products Inc., Graham Packaging Regioplast STS Inc., Graham Packaging PX Holding Corporation, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Packaging Inc., PCA West Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Inc., Reynolds Group Issuer Inc., Reynolds Manufacturing, Inc., RenPac Holdings Inc., Closure Systems International Packaging Machinery Inc., Reynolds Presto Products Inc., Reynolds Services Inc. and SIG Combibloc Inc. provide that the corporation shall advance all expenses (including attorneys’ fees) incurred by a present or former director or officer in defending any proceeding prior to the final disposition of such proceeding upon the written request of such person and delivery of an undertaking by such person to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation for such expenses.

Section 145(g) of the DGCL specifically allows a Delaware corporation to purchase liability insurance on behalf of its directors and officers and to insure against potential liability of such directors and officers regardless of whether the corporation would have the power to indemnify such directors and officers under Section 145 of the DGCL.

(b) Each of Reynolds Group Issuer LLC, Closure Systems Mexico Holdings LLC, CSI Mexico LLC, Pactiv Management Company LLC, Pactiv LLC, Reynolds Consumer Products Holdings LLC, SIG Holding USA, LLC, BPC/Graham Holdings L.L.C., GPC Holdings LLC, GPC Opco GP LLC, GPC Sub GP LLC, GPACSUB LLC, Graham Packaging GP Acquisition LLC and Graham Packaging LP Acquisition LLC is organized as a limited liability company under the laws of the state of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq. ) (the “Delaware LLC Act”) provides that, subject to such standards and restrictions, if any, as are set forth in its

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limited liability company agreement, a limited liability company may, and shall have the power, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. In accordance with Section 18-108 of the Delaware LLC Act, Section 6.3 of the Amended and Restated Limited Liability Company Agreement of CSI Mexico LLC, dated as of February 29, 2008 (the “CSI Mexico LLC Agreement”) and Section 6.3 of the Amended and Restated Limited Liability Company Agreement of Closure Systems Mexico Holdings LLC, dated as of February 29, 2008 (the “CSI Mexico Holdings LLC Agreement”), each provides that, to the fullest extent permitted by applicable law, the members and any of their or the limited liability company’s directors, officers, employees, shareholders, agents or representatives (each, a “Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the limited liability company, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under Section 6.3 of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement must be provided out of and to the extent of the limited liability company’s assets only, and no Covered Person shall have any personal liability on account thereof. Similarly, Section 19 of the Limited Liability Company Agreement of Reynolds Group Issuer LLC, dated as of October 8, 2009 (the “Reynolds Group LLC Agreement”), provides that, to the full extent permitted by applicable law, each officer of the limited liability company (each, a “Reynolds Group Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim incurred by such Reynolds Group Covered Person by reason of any act or omission performed or omitted by such Reynolds Group Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Reynolds Group Covered Person by the limited liability company agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Reynolds Group Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions. Likewise, Section 18 of the Limited Liability Company Agreement of Reynolds Consumer Products Holdings LLC, dated December 31, 2011 (the “Reynolds Consumer Products Holdings LLC Agreement”), Section 18 of the Limited Liability Company Agreement of SIG Holding USA, LLC, dated December 31, 2011 (the “SIG Holding USA, LLC Agreement”) and Section 18 of the Limited Liability Company Agreement of Pactiv Management LLC, dated November 16, 2010 (the “Pactiv Management LLC Agreement”), each provides that, to the full extent permitted by applicable law, the sole member, each director and each officer (each, a “Section 18 Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim incurred by such Section 18 Covered Person by reason of any act or omission performed or omitted by such Section 18 Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Section 18 Covered Person by the limited liability company agreement, except that no Section 18 Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Section 18 Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions. Section 18 of the Limited Liability Company Agreement of GPC Holdings LLC, dated July 13, 2011 (the “GPC Holdings LLC Agreement”), provides that, to the full extent permitted by applicable law, each officer of the limited liability company (each, a “GPC Holdings Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim incurred by such GPC Holdings Covered Person by reason of any act or omission performed or omitted by such GPC Holdings Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such GPC Holdings Covered Person by the limited liability company agreement, except that no GPC Holdings Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such GPC Holdings Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions.

Section 18-406 of the Delaware LLC Act provides that a member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating

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trustees reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid. Consistent therewith, Section 6.2(b) of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement provides that a Covered Person shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports or statements presented to the limited liability company by any person or entity as to matters the Covered Person reasonably believes are within such person’s or entity’s professional or expert competence.

Section 18-1101(d) of the Delaware LLC Act provides that unless otherwise provided in a limited liability company agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or manager’s or other person’s good faith reliance on the provisions of the limited liability company agreement. Likewise, Section 6.2(a) of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement provides that to the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the limited liability company, a Covered Person acting under the limited liability company agreement shall not be liable to the limited liability company for such Covered Person’s good faith reliance on the provisions of the limited liability company agreement.

Section 18-1101(e) of the Delaware LLC Act permits a limited liability company agreement to limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement. However, under Section 18-1101(e) of the Delaware LLC Act, a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. In connection therewith, Section 6.1(b) of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement provides that no Covered Person shall be liable to the limited liability company for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the limited liability company, except that a Covered Person shall be liable for any loss, liability, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. Section 6.2(a) of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement further provides that the provisions of such limited liability company agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties thereto to replace such other duties and liabilities of such Covered Person. In addition, Section 6.2(a) of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement provides that whenever in the limited liability company agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard imposed by the limited liability company agreement or any relevant provisions of law or in equity or otherwise. Furthermore, Section 19 of the Reynolds Group LLC Agreement provides that no Reynolds Group Covered Person shall be liable to the limited liability company, the sole member, any other person or entity who or that has an interest in the limited liability company or any other Reynolds Group Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Reynolds Group Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Reynolds Group Covered Person by the limited liability company agreement, except that a Reynolds Group Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Reynolds Group Covered Person’s gross negligence or willful misconduct. Finally, Section 18 of each of the Pactiv Management LLC Agreement, the Pactiv LLC Agreement, the Reynolds Consumer Products Holdings LLC Agreement, and the SIG Holding USA, LLC Agreement provides that no Section 18 Covered Person shall be liable to the limited liability company, the sole member, any other person or entity who or that has an interest in the limited liability company or any other

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Pactiv LLC Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Section 18 Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Section 18 Covered Person by the limited liability company agreement, except that a Section 18 Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Section 18 Covered Person’s gross negligence or willful misconduct. Likewise, Section 18 of the GPC Holdings LLC Agreement provides that no GPC Holdings Covered Person shall be liable to the limited liability company, the sole member, any other person or entity who or that has an interest in the limited liability company or any other GPC Holdings Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such GPC Holdings Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such GPC Holdings Covered Person by the limited liability company agreement, except that a GPC Holdings Covered Person shall be liable for any such loss, damage or claim incurred by reason of such GPC Holdings Covered Person’s gross negligence or willful misconduct.

In addition, Section 6.4 of each of the CSI Mexico LLC Agreement and the CSI Mexico Holdings LLC Agreement provides that to the extent permitted by applicable law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of the performance of his or her duties on behalf of the limited liability company may, from time to time and at the discretion of the board of directors of the limited liability company, be advanced by the limited liability company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the limited liability company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that the Covered Person is not entitled to be indemnified as authorized in Section 6.3 of such limited liability company agreement.

Each of the Limited Liability Company Agreement of BCP/Graham Holdings L.L.C., dated as of December 12, 1997, the Limited Liability Company Agreement of GPC Opco GP LLC, dated as of January 5, 1998, the Limited Liability Company Agreement of GPC SUB GP LLC, dated as of January 5, 1998, the Amended and Restated Limited Liability Company Agreement of GPACSUB LLC, dated as of August 19, 2011, the Limited Liability Company Agreement of Graham Packaging GP Acquisition LLC, dated as of August 31, 2010 and the Limited Liability Company Agreement of Graham Packaging LP Acquisition LLC, dated as of August 31, 2010, is silent as to indemnification.

(c)  Each of Graham Packaging Company, L.P. and Graham Packaging LC, L.P. is organized as a limited partnership under the laws of the state of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) (“DRULPA”) provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. In accordance with Section 17-108 of DRULPA, Section 6.3(a) of the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P., dated as of February 2, 1998 (the “Graham Packaging Company Agreement”), provides that the partnership shall indemnify, defend and hold harmless, to the fullest extent not prohibited by law, a general partner and each of such general partner’s affiliates and their respective partners, shareholders, officers, directors, employees and agents (each, a “Graham Packaging Company Covered Person”), from and against any claim, loss or liability of any nature whatsoever (including attorneys’ fees) arising out of or in connection with the assets or business of the partnership, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted intentional misconduct or a knowing violation of law by such Graham Packaging Covered Person or (in the case of a general partners only) a breach by a general partner of any of the material terms and provisions of the Graham Packaging Company Agreement. The Graham Packaging Company Agreement further provides that the foregoing obligation of the partnership shall be satisfied only out of the assets of the partnership and under no circumstances shall any recourse be available against a general partner or any other partner or the assets of any partner. Expenses incurred by a partner or other person or entity in defending any action or proceeding against which indemnification may be made pursuant to Section 6.3 of the

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Graham Packaging Company Agreement shall be paid by the partnership in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person or entity to repay such amount if it shall ultimately be determined that it was not entitled to be indemnified by the partnership. The Graham Packaging Company Agreement further provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 6.3 thereof shall continue as to a person or entity who has ceased to serve in the capacity as to which it was indemnified and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such person or entity. Additionally, under Section 10.3 of the Graham Packaging Company Agreement, the partnership shall indemnify each partner from and against any damage, liability, loss, cost or deficiency (including, but not limited to, reasonable attorneys’ fees) which each such partner pays or becomes obligated to pay on account of the imposition upon or assessment against such partner of any obligation or liability of the partnership. The Graham Packaging Company Agreement further provides that the foregoing shall be satisfied only out of the assets of the partnership and under no circumstances shall any recourse be available against a general partner or any other partner or the assets of any partner with respect thereto.

Section 17-407(a) of DRULPA provides that a limited partner or liquidating trustee of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports or statements presented by a general partner of the limited partnership, an officer or employee of a general partner of the limited partnership, another liquidating trustee, or committees of the limited partnership, limited partners or partners, or by any other person as to matters the limited partner or liquidating trustee reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.

Section 17-407(c) of DRULPA provides that a general partner of a limited partnership that is not a limited liability limited partnership shall be fully protected from liability to the limited partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith upon the records of the limited partnership and upon information, opinions, reports or statements presented by another general partner of the limited partnership, an officer or employee of the limited partnership, a liquidating trustee, or committees of the limited partnership, limited partners or partners, or by any other person as to matters the general partner reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid. Consistent therewith, Section 6.3(b) of the Graham Packaging Company Agreement provides that a general partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any opinion of any such person or entity as to matters which such general partner believes to be within such person’s or entity’s professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by a general partner in accordance with such opinion. A general partner may also rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, agreement, report, notice, request, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Section 17-1101(e) of DRULPA provides that unless otherwise provided in a partnership agreement, a partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement.

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Section 17-1101(f) of DRULPA permits a partnership agreement to limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement. However, under Section 17-1101(f) of DRULPA a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

The Fifth Amended and Restated Agreement of Limited Partnership of Graham Packaging LC, L.P., dated as of September 6, 2011, is silent as to indemnification.

Louisiana Registrant

Statutory Provisions

The Louisiana Business Corporation Law (La. R.S. § 12:1 et seq.) (the “LBCL”) provides for both mandatory and discretionary indemnification of officers and directors. The discretionary rights are set forth in Section 83(A) of the LBCL, which provides as follows:

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another business, foreign or nonprofit corporation, partnership, joint venture, or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

La. R.S. § 12:83(A)(1). The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful. La. R.S. § 12:83(A)(3).

With respect to actions by or in the name of the corporation, the power of the corporation to indemnify is more limited. First, the indemnity shall be limited to expenses, including attorneys’ fees and amounts paid in settlement not exceeding the board of directors’ estimate of the expense of litigating the matter to conclusion. La. R.S. § 12:83(A)(2). Further, a person is not entitled to indemnity if he is found to be liable for willful or intentional misconduct in the performance of his duty, unless, in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 83(B) of the LBCL sets forth the mandatory indemnification rights of officers or directors in certain situations. It provides that a corporation shall indemnify any director, officer, employee or agent who has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which such person was a party because of his position with the corporation, or because he served at the request of the corporation as a director, officer, employee or agent of another business, foreign or nonprofit corporation, partnership, joint venture or otherwise. La. R.S. § 12:83(B). Also, under Section 83(D) of the LBCL, payment of expenses in advance of final disposition of an action can be authorized by the board without regard to whether participating board members are parties to the action, upon receipt by the subject of the advance of an “undertaking” to repay the advance to the corporation if it is ultimately determined that he is not entitled to otherwise be indemnified under Section 83.

The provisions of the LBCL regarding indemnification are not exclusive. In addition to indemnification and advancement of expenses under the statute, Section 83(E) permits indemnification or advancement of expenses “under any bylaw, agreement, authorization of shareholders or directors, regardless of whether directors authorizing such indemnification are beneficiaries thereof, or otherwise.” La. R.S. § 12:83(E). There is only one

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specific limitation on such provisions: no such measure “shall permit indemnification of any person for the results of such person’s willful or intentional misconduct.” Id. Section 83(F) of the LBCL also expressly empowers corporations to procure directors and officers liability insurance, commonly known as “D & O insurance.” La. R.S. § 12:83(F).

Bylaws

The issue of indemnification of officers and directors is addressed in Article VI of the Bylaws of Southern Plastics Inc. (the “Company”). Section 1 provides that every person who is or was a director, officer or employee of the Company or of any other company which such person serves or served at the request of the Company shall, if not prohibited by law, be indemnified by the Company against reasonable expense and any liability paid or incurred by such person in connection with or resulting from any claim in which such person is involved by reason of such person’s service to the Company. Section 3 mirrors Section 83(B) of the LBCL by providing for the reimbursement of any person who has been wholly successful, on the merits or otherwise, with respect to any claim. If a person is not wholly successful, Section 4 provides for a reimbursement for his reasonable expense and for any liability if a “Referee” (defined as independent counsel or other disinterested person selected by the directors) finds that such person acted in good faith, and with respect to any criminal matter, had no reasonable cause to believe the conduct of such person was unlawful. Section 6 provides that the rights set forth in Article VI are in addition to any other rights to which any eligible person may be otherwise entitled by contract or as a matter of law.

North Carolina Registrants

(a)  International Tray Pads & Packaging, Inc. is incorporated under the laws of the state of North Carolina.

The North Carolina Business Corporation Act (55 NCGS 1-01, et. seq.) (the “Act”) addresses indemnification of directors, officers, employees and agents of corporations in three different approaches, which can be described as “mandatory,” “permissive” and “expanded.”

With respect to the mandatory approach, Section 55-8-52 of the Act provides that unless otherwise limited in its articles of incorporation, a North Carolina corporation must indemnify every director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the person is or was a director of the corporation against reasonable expenses incurred by the person in connection with the proceeding.

With respect to the permissive approach, Section 55-8-51 of the Act provides a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if such person conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and in the case of any criminal proceeding against such person, he had no reasonable cause to believe his conduct was unlawful. However, the permissive approach does not allow indemnification in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which the director is adjudged liable on the basis that personal benefit was improperly received by him. Also, in a proceeding by or in the right of the corporation that is concluded without a final adjudication on the issue of liability, permissive indemnification of the director is limited to reasonable expenses incurred in connection with the proceeding. Unless a corporation’s articles of incorporation otherwise provide, a corporation may extend permissive indemnification to officers, employees and agents to the same extent as directors (55 NCGS 8-56).

With respect to expanded indemnification, Section 55-8-57 of the Act provides that subject to limitations set forth below, a corporation may in its articles of incorporation, bylaws, by contract or resolution provide for indemnification of a director, officer, employee or agent against liability and expenses in any proceeding arising out of their status as such, including proceedings brought by or on behalf of the corporation. However, a corporation may not indemnify or agree to indemnify a person against liability or expenses he may incur on

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account of activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the corporation.

Neither the Articles of Incorporation nor the Bylaws of International Tray Pads & Packaging, Inc. address indemnification in any respect. The effect is this is that the corporation has not limited its ability to indemnify persons to the fullest extent permitted by law. As expanded indemnification is permitted by contract or resolution, the corporation may allow expanded indemnification without the necessity of amending its articles of incorporation or bylaws.

(b)   BRPP, LLC is organized as a limited liability company under the laws of the state of Delaware.

BRPP, LLC is organized under the laws of the state of North Carolina. Section 57C-3-31 of the North Carolina Limited Liability Company Act (57C NCGS 1-01, et seq.) (the “NC LLC Act”) provides that unless otherwise provided in the articles of organization or a written operating agreement, a North Carolina limited liability company: (1) must indemnify every manager, director and executive in respect of payments made and personal liabilities reasonably incurred by the manager, director and executive in the authorized conduct of its business or for the preservation of its business or property; and (2) shall indemnify a member, manager, director or executive who is wholly successful, on the merits or otherwise, in the defense or any proceeding to which the person was a party because the person is or was a member, manager, director or executive of the limited liability company against reasonable expenses incurred by the person in connection with the proceeding.

Section 57C-3-32(a) of the NC LLC Act provides that subject to limitations set forth in Section 57C-3-32(b) discussed below, the articles of organization or a written operating agreement may: (1) eliminate or limit the personal liability of a manager, director or executive for monetary damages for breach of any duty provided for in NCGS 57C-3-22 (other than liability under NCGS 57C-4-07); and (2) provide for indemnification of a manager, member, director or executive for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the member, manager, director or executive is a party because the person is or was a manager, member, director or executive.

Section 57C-3-32(b) limits the indemnification that may be provided by a limited liability company, in that it may not eliminate or indemnify against: (1) acts or omissions that the manager, director or executive knew at the time of the acts or omissions were clearly in conflict with the interests of the limited liability company; (2) any transaction from which the manager, director or executive derived an improper personal benefit; or (3) acts or omissions occurring prior to the date the provision became effective, provided that indemnification pursuant to Section 57C-3-32(a) may be provided if approved by all of the members.

In accordance with Section 57C-3-32 of the NC LLC Act, Article VI, Section 6.1 of the Operating Agreement of BRPP, LLC dated as of July 11, 2000 (the “BRPP Operating Agreement”) provides that BRPP, LLC shall indemnify its managers and members to the fullest extent permitted or required by the NC LLC Act, as the same may be amended from time to time, and BRPP, LLC may advance expenses incurred by its manager or member upon the approval of the manager and the receipt by BRPP, LLC of an undertaking by such manager or member to reimburse BRPP, LLC unless it is ultimately determined that such member or manager is entitled to be indemnified by BRPP, LLC against such expenses. BRPP, LLC is also authorized to indemnify its employees and other representatives or agents to the fullest extent permitted under the NC LLC Act or other applicable law, provided that the indemnification is first approved by the members owning a “majority in interest.” A “majority in interest” is defined as a combination of members who, in the aggregate, own more than fifty percent (50%) of the membership interests of BRPP, LLC.

Section 6.2 of the BRPP Operating Agreement goes on to provide that the indemnification provided under the BRPP Operating Agreement shall: (1) be deemed exclusive of any other rights to which a person seeking indemnification may entitled under any statute, agreement, vote of members or disinterested managers, or otherwise, both as to action in official capacities and as to action in another capacity while holding such office; (2) continue as to a person who ceases to be a manager or member; (3) inure to the benefit of the estate, heirs, executors, administrators or other successors of an indemnitee; and (4) not be deemed to create any rights for the benefit of any other person or entity.

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Ohio Registrant

Graham Packaging Minster LLC is a limited liability company organized under the laws of Ohio. Section 1705.32 of the Ohio Revised Code provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the company, because he or she is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, a presumption that he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 1705.32 of the Ohio Revised Code also provides that in the case of any action or suit by or in the right of the company to procure a judgment in its favor, a limited liability company may indemnify or agree to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the company to procure a judgment in its favor, because he or she is or was a manager, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, member, partner, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, that were actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the company unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for expenses that the court considers proper.

Section 1705.32 of the Ohio Revised Code also provides that to the extent that a manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any action, suit, proceeding, claim, issue or matter referred to above, the limited liability company must indemnify him or her against expenses, including attorneys’ fees, that were actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

The indemnification authorized by Section 1705.32 of the Ohio Revised Code is not exclusive of and shall be in addition to any other rights granted to those seeking indemnification, both as to action in their official capacities and as to action in another capacity while holding their offices or positions.

Section 1705.32 of the Ohio Revised Code also provides that a limited liability company may purchase and maintain insurance or furnish similar protection for or on behalf of any person who is or was a manager, member, partner, officer, employee or agent of the company or who is or was serving at the request of the company as a manager, director, trustee, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC provides that the company must indemnify and hold harmless each member and officer and the affiliates of any member or officer

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against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit proceeding or claim) of any kind or nature whatsoever that such indemnified person may at any time become subject to or liable for by reason of the formation, operation or termination of the company, or the indemnified person’s acting as a member or officer under the Amended and Restated Operating Agreement of the company, or the authorized actions of any such indemnified person in connection with the conduct of the affairs of the company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no indemnified person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of the indemnified person that involves actual fraud or willful misconduct or (ii) any transaction from which the indemnified person derived improper personal benefit. Each such indemnified person has a claim against the property and assets of the company for payment of any indemnity amounts from time to time due under the Amended and Restated Operating Agreement of the company, which amounts must be paid or properly reserved for prior to the making of distributions by the company to its member.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC also provides that costs and expenses that are subject to indemnification under the Amended and Restated Operating Agreement of the company shall, at the request of any indemnified person, be advanced by the company to or on behalf of such indemnified person prior to final resolution of a matter, so long as such indemnified person shall have provided the company with a written undertaking to reimburse the company for all amounts so advanced if it is ultimately determined that the indemnified person is not entitled do indemnification.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC also provides that the rights to indemnification and advancement of expenses under the Amended and Restated Operating Agreement of the company are not exclusive of any other right that any person may have or acquire under any statute, agreement, vote of the members or otherwise.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC also provides that the company may maintain insurance, at its expense, to protect itself and any member, officer, employee or agent of the company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the company the company would have the power to indemnify such person against such expense, liability or loss under the Ohio Limited Liability Company Act.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC also provides that the company may, to the extent authorized from time to time by the member of the company, grant rights to indemnification and to advancement of expenses to any employee or agent of the company to the fullest extent of the provisions of the Amended and Restated Operating Agreement of the company with respect to the indemnification and advancement of expenses of the member and officers of the company.

The Amended and Restated Operating Agreement of Graham Packaging Minster LLC also provides that, notwithstanding the indemnification provisions in the Amended and Restated Operating Agreement of the company referred to above, the company shall indemnify each member and officer of the company and the affiliates of any member or officer in connection with a proceeding (or part thereof) initiated by such indemnified person only if such proceeding (or part thereof) was authorized by the member of the company; provided, however, that an indemnified person shall be entitled to reimbursement of his or her reasonable attorneys’ fees with respect to a proceeding (or part thereof) initiated by such indemnified person to enforce his or her right to indemnity or advancement of expenses under the indemnification provisions of the Amended and Restated Operating Agreement of the company to the extent the indemnified person is successful on the merits in such proceeding (or part thereof).

Pennsylvania Registrants

Graham Packaging Holdings Company and Graham Recycling Company, L.P. are limited partnerships formed under the laws of the Commonwealth of Pennsylvania.

Section 8510 of the Pennsylvania Revised Uniform Limited Partnership Act empowers a Pennsylvania limited partnership to indemnify and hold harmless any partner or other person from and against all claims and

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demands whatsoever, subject to such standards and restrictions, if any, set forth in the partnership agreement. Indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by a person in defending any action or proceeding against which indemnification may be made may be paid by the limited partnership in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the limited partnership.

The Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P. provides that neither the general partner nor any affiliate of the general partner nor any of the respective partners, shareholders, officers, directors, employees or agents shall be liable, in damages or otherwise, to the partnership or to the limited partner for any act or omission on its or his part, except for (i) any act or omission resulting from its or his own willful misconduct or bad faith, (ii) any breach by the general partner of its obligations as a fiduciary of the partnership or (iii) any breach by the general partner of any of the terms and provisions of the Amended and Restated Agreement of Limited Partnership. The partnership shall indemnify, defend and hold harmless, to the fullest extent permitted by law, the general partner and each of its affiliates and their respective partners, shareholders, officers, directors, employees and agents, from and against any claim or liability of any nature whatsoever arising out of or in connection with the assets or business of the partnership, except where attributable to the willful misconduct or bad faith of such individual or entity or where relating to a breach by the general partner of its obligations as a fiduciary of the partnership or to a breach by the general partner of any of the terms and provisions of the Amended and Restated Agreement of Limited Partnership.

Utah Registrant

Graham Packaging West Jordan, LLC is a limited liability company organized under the laws of Utah.

Section 1802 of the Utah Revised Limited Liability Company Act (the “URLLCA”) provides that a company may indemnify an individual who was, is or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, because the individual is or was a manager of a company or, while a manager of the company, is or was serving at its request as a manager, member, director, officer, partner, trustee, employee, fiduciary or agent of another company or other person or of an employee benefit plan, against any obligation incurred with respect to a proceeding, including any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses (including attorneys’ fees), incurred in the proceeding if: (i) the conduct of the individual was in good faith; (ii) the individual reasonably believed that the individual’s conduct was in, or not opposed to, the best interests of the company; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Section 1802 of the URLLCA further provides, however, that the company may not indemnify any person thereunder: (i) in connection with a proceeding by or in the right of the company in which the person was adjudged liable to the company; or (ii) in connection with any other proceeding charging that the individual derived an improper personal benefit, whether or not involving action in the individual’s official capacity, in which proceeding the individual was adjudged liable on the basis that the individual derived an improper personal benefit.

In accordance with this provision, the Operating Agreement of Graham Packaging West Jordan, LLC provides that the company shall indemnify each member from and against any damage, liability, loss, cost or deficiency (including, but not limited to, reasonable attorneys’ fees) which each such member pays or becomes obligated to pay on account of the imposition upon or assessment against such member of any obligation or liability of the company.

Australia Registrant

Prohibition on exemption from liability

Section 199A(1) of the Corporations Act 2001 (Cth) (“Corporations Act”) provides that a company, or a related body corporate, must not exempt a person (whether directly or through an interposed entity) from a

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liability to the company incurred as an officer or auditor of the company. The term “officer” is broadly defined in section 9 the Corporations Act and includes (among others) a director, secretary or other person who makes or participates in making decisions that affect the whole or a substantial part of the business of the corporation.

There are no exceptions to the prohibition on exemption from liability contained in section 199A(1). Pursuant to section 199C(2) of the Corporations Act, anything that purports to exempt a person from such liability is void.

Prohibition on indemnification (other than for legal costs)

Section 199A(2) of the Corporations Act provides that a company or a related body corporate must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against any of the following liabilities incurred as an officer or auditor of the company:

• a liability owed to the company or a related body corporate;

• a liability for a pecuniary penalty order or a compensation order (made under the sections 1317G or 1317H and 1317HA of the Corporations Act respectively); and

• a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

Prohibition on indemnification for legal costs

Section 199A(3) of the Corporations Act specifies circumstances where an indemnity for legal costs is prohibited. This section specifies that a company or related body corporate must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company, if the costs are incurred:

• in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified pursuant to section 199A(2);

• in defending or resisting criminal proceedings in which the person is found guilty;

• in defending or resisting proceedings brought by the Australian Securities and Investments Commission (“ASIC”) or a liquidator for a court order if the grounds for making the order are found by the court to have been established; or

• in connection with proceedings for relief to the person under the Corporations Act in which a court denies the relief.

Prohibition on payment of insurance premiums

Section 199B of the Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is, or has been, an officer or auditor of the company against a liability (other than one for legal costs) arising out of:

• conduct involving a willful breach of duty in relation to the company; or

• a contravention of section 182 or 183 of the Corporations Act (which provisions prohibit an officer of a company from making improper use of information or improper use of position).

Pursuant to section 199C(2) of the Corporations Act, anything that purports to indemnify or insure a person against a liability, or exempt them from a liability, is void to the extent that it contravenes section 199A or 199B.

Constitution of Whakatane Mill Australia Pty Limited (“WMAPL”)

Clause 21.1(a) of the constitution of WMAPL provides that, to the extent permitted by the Corporations Act and subject to the Corporations Act, WMAPL will indemnify each officer, director and secretary or any person

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who has been an officer, director or secretary of WMAPL out of the assets of WMAPL against any liability, loss, damage, cost or expense incurred or to be incurred by the officer, director or secretary in or arising out of the proper performance of the officer’s, director’s or secretary’s duties (including, among other things, in defending any proceedings).

Clause 21.1(b) of the constitution of WMAPL clarifies that the indemnity provision in clause 21(a) is not intended to apply in relation to any liability in respect of which WMAPL must not give an indemnity and should be read down accordingly (if necessary). If an indemnity is provided that does not comply with the requirements of the Corporations Act or the Company’s constitution, it will be void.

Clause 21.3 of the constitution of WMAPL also provides that to the extent permitted by the Corporations Act and subject to the Corporations Act, WMAPL may pay any premium in respect of a contract of insurance for an officer, director or secretary or any person who has been an officer, director or secretary of WMAPL in respect of the liability suffered or incurred in or arising out of the conduct of any activity of WMAPL and the proper performance by the officer, director or secretary of any duty.

Canada Registrants

Each of Evergreen Packaging Canada Limited and Pactiv Canada Inc. is incorporated under the laws of the Province of Ontario, specifically the Business Corporation Act (Ontario) (the “OBCA”).

Under the OBCA, a corporation may indemnify its current or former directors or officers or another individual who acts or acted at that corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with the corporation or other entity. The OBCA also provides that a corporation may advance moneys to such individual for costs, charges and expenses reasonably incurred in connection with such a proceeding.

However, under the OBCA, a corporation shall not indemnify such individual, and any moneys previously advanced to such individual must be repaid, unless the individual:

1.  acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and

2.  in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Notwithstanding the above, the OBCA provides that such individual is entitled to indemnity from the corporation if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and the individual meets the criteria outlined in 1 and 2 above.

The OBCA also provides that the corporation may purchase and maintain insurance for the benefit of such individual against any liability incurred by the individual in the individual’s capacity as a director or officer of the corporation or in the individual’s capacity as a director or officer or similar capacity of another entity, if the individual acts or acted in that capacity at the corporation’s request.

Subject to the OBCA, the by-laws of each of Evergreen Packaging Canada Limited and Pactiv Canada Inc. require those corporations to indemnify a director or an officer, a former director or officer, or another individual who acts or acted at that corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation, or other entity.

The by-laws of Evergreen Packaging Canada Limited: (a) note that no individual may be indemnified, unless the individual (i) acted honestly and in good faith with a view to the best interests of the corporation, or, as

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the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the applicable corporation’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful; (b) require the corporation to advance moneys to an individual who qualifies for indemnification provided that if the indemnified individual does not meet requirements (i) and (ii) outlined above, the indemnified individual shall repay the moneys; (c) require the corporation to indemnify the individual in such other circumstances as the CBCA or other applicable law permits or requires; and (d) authorize the corporation to purchase and maintain insurance for the benefit of such individual, as the board may from time to time determine.

The by-laws of Pactiv Canada Inc.: (a) note that no individual may be indemnified, unless the individual (i) acted honestly and in good faith with a view to the best interests of the applicable corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the applicable corporation’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful; (b) require the corporation to indemnify the individual in such other circumstances as the OBCA or other applicable law permits or requires; and (c) authorize those corporations to purchase insurance for the benefit of an above-mentioned individual, against any such liability.

British Virgin Islands Registrant

The BVI Business Companies Act, 2004 (the “Act”) provides, inter alia, that subject to section 132 (2) and its memorandum and articles, a company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person who is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the company or who is or was at the request of the company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

Under the Memorandum and Articles of Association of CSI Latin American Holdings Corporation, indemnification is only possible where the person acted honestly and in good faith with a view to the best interests of the company, and in the case of criminal proceedings, the person has no reasonable cause to believe that the conduct was unlawful.

Japan Registrants

Article 330 of the Companies Act (Law No. 86 of 2005, as amended) (the “Companies Act”) stipulates that the relationship between a company and its directors, statutory auditors, executives and accounting auditor (“Officer(s)”) is subject to the provisions of Section 10, Chapter 2, Book III of the Civil Code (Law No. 89 of 1896, as amended) which effectively requires that:

(i)  Closure Systems International Japan, Limited (CSIJ) and Closure Systems International Holdings K.K.(CSIH) (collectively, “Japanese Subsidiaries”, each of them, a “Japanese Subsidiary”) shall indemnify Officers of the respective Japanese Subsidiary for the necessary expenses incurred in performing their duties (“Expenses”) in advance upon the request from such Officer;

(ii)  A Japanese Subsidiary shall reimburse Officers of the Japanese Subsidiaries for Expenses incurred and interest arising from those expenses from the day the costs were incurred;

(iii)  A Japanese Subsidiary shall perform any obligation incurred by its Officers necessary for the administration of the Japanese Subsidiary (if the obligation is not yet due, the Japanese Subsidiary shall provide adequate security to the Officers); and

(iv)  A Japanese Subsidiary shall indemnify an Officer of the Japanese Subsidiary for damages suffered by the Officer without any fault of the respective Officer in the course of the performance of their duty.

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Under Article 388 of the Companies Act, a Japanese Subsidiary shall satisfy the claims of a statutory auditor, referred in (i) through (iii) above, unless the Japanese Subsidiary establishes that the relevant expense or obligation was not necessary for the performance of the statutory auditor’s duty.

Under Article 424 of the Companies Act, a Japanese Subsidiary may exempt an Officer from liability arising from the negligence of the Officer under Article 423 of the Companies Act (the “Liability”) with the consent of all shareholders of the Japanese Subsidiary.

Under Article 425 of the Companies Act, a Japanese Subsidiary may exempt an Officer from a certain part of Liability by the Japanese Subsidiary’s shareholder’s resolution if such Liability is not a result of the willful misconduct or gross negligence of the Officer.

Under Article 426 of the Companies Act, a company may exempt an Officer from a certain part of Liability by the resolution of the board of directors of the company (in the case the company does not have a board of directors, a majority of directors) if such Liability is not a result of the willful misconduct or gross negligence of the Officer. This is restricted to where the articles of incorporation of the company contain a provision which permits such limitation. However, the articles of incorporation of both Japanese Subsidiaries do not contain such a provision; thus, this exemption does not apply to Officers of the Japanese Subsidiaries at this stage.

Under Article 427 of the Companies Act, a company may enter into a contract with an outside director, outside statutory auditor or an accounting auditor (“Outside Officer”) pursuant to which the company shall exempt the Outside Officer from a certain part of Liability if (i) such Liability is not a result of the willful misconduct or gross negligence of the Outside Officer and (ii) the articles of incorporation of the company have a provision which permits such a contract. However, the articles of incorporation of CSIH do not contain such a provision, and although the articles of incorporation of CSIJ do contain such a provision, there are no outside directors or outside statutory auditors in CSIJ; thus, this exemption does not apply to Officers of the Japanese Subsidiaries at this stage.

New Zealand Registrants

Section 162 of the Companies Act 1993 (NZ) provides that a company may provide insurance and indemnities for certain liabilities of directors or employees of a company or a related company if specifically authorized by the constitution of that company. More specifically, a company may, if expressly authorized by its constitution, indemnify a director or employee of the company or a related company:

• for costs incurred in a proceeding relating to the director’s or employee’s actions or omissions in which judgment is given in his or her favour, or in which he or she is acquitted, or which is discontinued; or

• in respect of liability to any person other than the company or a related company for an act or omission in his or her capacity as a director or employee or for costs incurred in defending or settling a claim or proceeding relating to such liability (whether or not the defence is successful), provided that such liability is not criminal liability, or, in the case of a director, liability for breach of the duty to act in good faith and in the best interests of the company or related company, or in relation to an employee, for breach of any fiduciary duty owed to the company or a related company.

A company may, if authorized by the constitution and board of directors of that company, effect insurance in respect of liability for any act or omission of a director or employee, or costs incurred in defending or settling a claim or proceeding relating to such liability, provided that such liability is not criminal liability. Insurance may also be effected in relation to costs incurred in defending a criminal claim that has been brought against the director or employee in relation to an act or omission in his or her capacity as director or employee, where he or she is acquitted.

The constitution of each of Reynolds Group Holdings Limited (“RGHL”) and Whakatane Mill Limited (“WML”) provides that every director of the company shall be indemnified, and that the company may indemnify any employee, director or related company in respect of any liability or costs referred to in sections 162(3) and 162(4) of the Companies Act 1993 (NZ). The constitution of each of RGHL and WML also provides that the company may arrange insurance for a director or employee of the company, or for a related company.

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If an indemnity is provided or any insurance effected for any director or employee of a company or related company, the particulars of such indemnity or insurance must be entered into the interests register of the company providing the indemnity or effecting the insurance.

An indemnity provided that does not comply with the requirements of the Companies Act 1993 (NZ) or the relevant company’s constitution is void.

In addition, the directors who vote in favour of the provision of insurance must sign a certificate stating that, in their opinion, the cost of the insurance is fair to the company.

Germany Registrants

(a)  SIG Euro Holding AG & Co. KGaA is organized as partnership limited by shares (Kommanditgesellschaft auf Aktien) under the laws of Federal Republic of Germany.

Under German law, the members of the supervisory board (Aufsichtsrat) as well as the members of the board of directors (Verwaltungsrat) of the general partner (Komplementär) of SIG Euro Holding AG & Co. KGaA may be entitled to indemnity for payments made by them due to liability to third parties, provided that the respective supervisory board member or the respective board member of the board of directors of the general partner of SIG Euro Holding AG & Co. KGaA has not breached any of his duties owed to the company. Third parties may contractually commit to indemnify the supervisory board members as well as the members of the board of directors of the general partner of SIG Euro Holding AG & Co. KGaA in advance. However, such prior commitment to indemnification is subject to the general limitations of contract law according to which indemnification for willful (vorsätzliche) breaches of duty is void. Whether prior arrangements providing for indemnification in case of gross negligence are valid and legally enforceable is disputed. The members of the supervisory board and the members of the board of directors of the general partner of SIG Euro Holding AG & Co. KGaA have each been provided with an indemnification letter from Rank Group Limited, providing for indemnification in connection with the RGHL Transaction under certain circumstances.

Under German corporation law, SIG Euro Holding AG & Co. KGaA may only waive or settle a damage claim against its supervisory board members or the members of the board of directors of its general partner three years after the claim has arisen, provided that the general meeting consents thereto and no shareholders whose aggregate holdings amount to at least one-tenth of the share capital record an objection in the minutes. The foregoing time limit does not apply if the person liable for damages is insolvent and enters into an agreement with his creditors to avoid the commencement of insolvency proceedings or if the liability is dealt with in an insolvency plan.

All Director and Officer insurance is subject to the mandatory restrictions imposed by German law.

(b)  Each of Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG Beverages Germany GmbH, SIG Combibloc Holding GmbH, SIG Combibloc Systems GmbH, SIG Combibloc GmbH, SIG Combibloc Zerspanungstechnik GmbH, SIG Information Technology GmbH, SIG International Services GmbH, SIG Beteiligungs GmbH, Pactiv Deutschland Holdinggesellschaft mbH, Omni-Pac GmbH Verpackungsmittel and Omni-Pac Ekco GmbH Verpackungsmittel is organized as limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Federal Republic of Germany (together the “German Entities”).

Under German law, the managing director (Geschäftsführer) of a (German) limited liability company may be entitled to indemnity for payments made due to liability to third parties, provided that the managing director has not breached any of his duties owed to the company. A limited liability company (or a third party) may contractually commit to indemnify its managing directors in advance. However, such prior commitment to indemnification is subject to the general limitations of contract law according to which indemnification for willful (vorsätzliche) breaches of duty is void. Whether prior arrangements providing for indemnification in case of gross negligence are valid and legally enforceable is disputed.

It is generally in the discretion of the shareholders of a German limited liability company to waive the company’s claims against its managing directors based on their breaches of duties. The company’s claims against

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a managing director based on the breach of his duty to comply with capital maintenance or capital increase requirements or to file for insolvency without undue delay (Sections 64, 43, 30, 33, 9b of the German Limited Liability Company Act) cannot be waived by the shareholders, provided that the compensation of damages is required to discharge liabilities owed to the company’s creditors.

All Director and Officer insurance is subject to the mandatory restrictions imposed by German law.

Mexico Registrants

Each of Grupo CSI de México, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Reynolds Metals Company de México, S. de R.L. de C.V., Pactiv Foodservice Mexico, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V. and Pactiv México, S. de R.L. de C.V., is incorporated in Mexico under the General Law of Commercial Companies (“Ley General de Sociedades Mercantiles”) (the “GLCC”). The GLCC is mute on commercial companies providing indemnification to their directors, officers or agents. Likewise, the charter/by-laws of such Mexican entities contain no provision on indemnification to their directors, officers or agents. However, resolutions adopted in 2009 and/or 2010 and/or 2011 and/or 2012 by the shareholders of each of such Mexican companies approved that the company shall indemnify the attorneys-in-fact named therein against any liability, loss, costs, charges or expenses arising from the exercise of the powers of attorney granted to them under such resolutions, which powers of attorney pertain, inter alia, to the transactions subject matter of this Registration Statement.

Switzerland Registrants

Neither Swiss statutory law nor any of the articles of association or organizational regulations of each of SIG Combibloc Group AG, SIG Technology AG, SIG allCap AG, SIG Combibloc (Schweiz) AG, SIG Schweizerische Industrie-Gesellschaft AG and SIG Combibloc Procurement AG contain any specific provision regarding the indemnification of directors and officers.

According to Swiss law, a corporation, under certain circumstances, may, or may be required to indemnify its directors and officers against losses and expenses incurred by them in the execution of their duties, unless the losses and expenses arise from the directors’ or officers’ negligence or willful misconduct.

United Kingdom Registrants

The Companies Act 2006 (the “Act”)

The Act provides that any provision that purports to exempt a director of a company (to any extent) from liability for negligence, default, breach of duty or breach of trust in relation to the company is void (section 232(1)).

Furthermore, the Act provides that any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company (as defined in section 256 of the Act, an “Associated Company”) for such liability is also void save as expressly provided by the Act (section 232(2)).

The Act expressly permits indemnification of a director where (a) the company or an Associated Company purchases insurance against any such liability for a director of the company or of an Associated Company (section 233 of the Act); (b) the indemnity is a “qualifying third party indemnity provision” as defined in section 234 of the Act; or (c) the indemnity is a “qualifying pension scheme indemnity provision” as defined in section 235 of the Act.

A qualifying third party indemnity provision may cover liability incurred by a director to any person other than the company or an Associated Company. Such provision, however, may not provide indemnity against (a) a fine imposed in criminal proceedings; (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); (c) any liability incurred by

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the director in defending criminal proceedings in which he is convicted; (d) the defence costs of civil proceedings successfully brought against the director by the company or an Associated Company; or (e) the costs of unsuccessful application by the director for relief under section 661(3) or (4) of the Act (power of the court to grant relief in case of acquisition of shares by innocent nominee) or section 1157 of the Act (power of the court to grant relief in case of honest and reasonable conduct).

A qualifying pension scheme indemnity provision is a provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme. Such provision may not provide indemnity against (a) a fine imposed in criminal proceedings; (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (c) any liability incurred by the director in defending criminal proceedings in which he is convicted.

Articles of Association

Reynolds Subco (UK) Limited

The Articles of Association of Reynolds Subco (UK) Limited provide that the directors of the company may make payments towards policies of insurance (including insurance against negligence or breach of duty to the company by such person further described in this paragraph) for the benefit of or in respect of any person who is or was at any time director or officer of the company or of any company which is a subsidiary of the company, or is allied to or associated with the company or with any such subsidiary (and for the benefit of the wives, husbands, widows, widowers, families and dependents of any such person) (Article 77(c) of the Articles of Association of Reynolds Subco (UK) Limited).

In addition, the Articles of Association of Reynolds Subco (UK) Limited provide that, subject to the provisions of the Act, every director or other officer of the company or person acting as an alternate director shall be entitled to be indemnified out of the assets of the company against all costs, charges, expenses, losses or liabilities which he may sustain or incur in or about the execution of his duties to the company or otherwise in relation thereto (Article 106 of the Articles of Association of Reynolds Subco (UK) Limited).

Closure Systems International (UK) Limited (“CSI UK”) and Reynolds Consumer Products (UK) Limited (“RCP UK”)

The Articles of Association of CSI UK and RCP UK respectively provide that the directors of the company may purchase and maintain for any director or officer of the company or any director of an Associated Company, insurance against any liability incurred by him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company or otherwise in connection with his duties, powers or office (Article 12.1(a) of the Articles of Association of each of CSI UK and RCP UK).

In addition, the Articles of Association of each of CSI UK and RCP UK provide that every director and officer of the company shall be indemnified out of the assets of the company against any loss or liability incurred by him in defending any proceedings in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from any liability incurred by him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company or otherwise in connection with his duties, powers or office (Article 12.1(b) of the Articles of Association of each of CSI UK and RCP UK).

SIG Combibloc Limited

The Articles of Association of SIG Combibloc Limited provide that, subject to the provisions of the Companies Act 1985, every director or other officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company (Regulation 118 Companies Act 1985 Table A).

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Kama Europe Limited (“Kama”) and Ivex Holdings, Ltd. (“Ivex”)

The Articles of Association of Kama and Ivex respectively provide that, subject to the provisions of the Companies Act 1985, every director and officer of the company shall be indemnified out of the assets of the company against all losses and liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court, and no director or officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of his office or in relation thereto. This Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Companies Act 1985 (Article 13(a) of the Articles of Association of each of Kama and Ivex).

In addition, the directors of each of Kama and Ivex shall have the power to purchase and maintain for any director or officer of the company insurance against any such liability as is referred to in Section 310(1) of the Companies Act 1985 (Article 13(b) of the Articles of Association of each of Kama and Ivex).

The Baldwin Group Limited (“BGL”), Omni-Pac U.K. Limited (“Omni”) and J. & W. Baldwin (Holdings) Limited (“BHL”)

The Articles of Association of BGL, Omni and BHL respectively provide that, as provided below, any director or former director of the company or an Associated Company (a “Relevant Director”) of the company or an Associated Company may be indemnified out of the company’s assets against (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an Associated Company, (b) any liability incurred by that director in connection with the activities of the company or an Associated Company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Act), and/or (c) any other liability incurred by that director as an officer of the company or an Associated Company. This article does not authorize any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law (Article 52 of the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229)).

In addition, the Articles of Association of BGL, Omni and BHL respectively provide that the directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any Relevant Director in respect of any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any Associated Company or any pension fund or employees’ share scheme of the company or Associated Company (Article 53 of the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229)).

In addition, the Articles of Association of BGL, Omni and BHL respectively provide that an alternate director may be indemnified by the company to the same extent as his appointor (Article 11.5 of the Articles of Association of each of BGL, Omni and BHL).

Netherlands Registrants

Closures Systems International B.V., Reynolds Consumer Products International B.V., Evergreen Packaging International B.V. and Reynolds Packaging International B.V. are each incorporated under the laws of The Netherlands. Under Dutch law the following applies with respect to the liability of members of the managing board and possible indemnification by Closures Systems International B.V., Reynolds Consumer Products International B.V., Evergreen Packaging International B.V. and Reynolds Packaging International B.V.

As a general rule, members of the managing board are not liable for obligations incurred by or on behalf of the company. Under certain circumstances, however, members of the managing board may be liable to the company for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages to the company and to third parties for infringement of the articles of association or of certain provisions of the Dutch Civil Code. In certain circumstances, members of the managing board may also incur additional specific civil and criminal liabilities.

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With respect to their liability with respect to the company the following applies. As a general rule, each director of the managing board must properly perform the duties assigned to him or her. Failure of a director in his duties does not automatically lead to liability. Liability is only incurred in case of severe reproach. The liability of directors towards the company can be waived by a discharge (décharge). Discharge is generally granted by the general meeting of shareholders. Such discharge in principle only releases directors from liability for actions which have been disclosed at or to the general meeting of shareholders or which appear from the annual accounts. A discharge does not affect the liability of the directors towards third parties or their liability to any trustee in bankruptcy.

With respect to directors’ liability with respect to third parties, there are various statutory grounds pursuant to which a director of the managing board may be held liable, such as specific liability in bankruptcy, liability for tax debts, social security contributions and contributions to mandatory pension funds, liability based on tort, liability for misrepresentation in annual accounts and personal liability of directors under Dutch criminal law (including economic offenses).

Luxembourg Registrants

Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A. and Reynolds Group Issuer (Luxembourg) S.A. are public limited liability companies (sociétés anonymes) incorporated under the laws of the Grand Duchy of Luxembourg. Beverage Packaging Holdings (Luxembourg) III S.à r.l., Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. and Evergreen Packaging (Luxembourg) S.à r.l. are private limited liability companies (sociétés à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg.

Beverage Packaging Holdings (Luxembourg) I S.A. and Beverage Packaging Holdings (Luxembourg) V S.A. each have a two-tier structure composed of a management board (directoire) and of a supervisory board (conseil de surveillance) whereas Reynolds Group Issuer (Luxembourg) S.A. has a one-tier structure composed of a board of directors.

Articles 59 § 1, 60bis-10 § 1 and 60bis-16 § 1 of the Luxembourg law on commercial companies dated August 10, 1915, as amended (the “Corporate Law”) provides that a director, a management board member and a supervisory board member of a public limited liability company are personally and individually liable towards the company for wrongful acts committed by each of them personally in the course of their management or supervision, when applicable, of the company’s affairs. Pursuant to articles 59 § 2, 60bis-10 § 2 and 60bis-16 § 2 of the Corporate Law, third parties (e.g., creditors, insolvency receiver) also have the right to act against directors, management board members and supervisory board members who have acted wrongfully if the fault of the director, management board member and/or the supervisory board member consists in a breach of the Corporate Law (e.g., failure to convene the annual general meeting of shareholders, to publish the annual accounts, etc.) or in a breach of the articles of association of the company (e.g., by undertaking an action not permitted by the corporate purpose of the company). These provisions also apply to managers of private limited liability companies.

Further, an action for liability may also lie against one or several directors/management board members/supervisory board members/managers by the company or third parties on the basis of the rules of general civil liability (articles 1382 and 1383 of the Luxembourg civil code).

In certain cases, acts which imply civil liability may also be the basis of the criminal offences, such as forgery or breach of trust, as provided for by the Luxembourg criminal code. Finally, the Corporate Law provides for specific criminal offences applicable to company directors/management board members/supervisory board members/managers.

The liability of directors/management board members/supervisory board members of public limited liability companies and managers of private limited liability companies is generally considered to be a matter of public policy (“ordre public”) irrespective of whether such liability is engaged towards the company or towards third parties. It is likely that Luxembourg courts would not admit exclusion on directors’/management board members’/supervisory board members’/managers’ liability by contract or through the company’s constitutional documents.

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Luxembourg law does not contain any specific provision regarding the indemnification of directors/management board members/supervisory board members/managers and officers. Nothing prohibits the directors/management board members/supervisory board members/managers of the company from entering into an insurance contract covering the liability directors/management board members/supervisory board members/managers may incur in their capacity as such. The company can also validly agree to indemnify its directors/management board members/supervisory board members/managers against the consequences of liability actions brought by third parties, to the extent that such indemnification agreement does not cover willful acts or gross negligence.

The articles of incorporation of each of Beverage Packaging Holdings (Luxembourg) I S.A. and Beverage Packaging Holdings (Luxembourg) V S.A. contain the following indemnification provision for its directors and officers:

“The Company may indemnify any member of the Board of Management or officer and his heirs, executors and administrators, against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Board of Management or officer of the Company or, at his request, of any other corporation of which the Company is a shareholder or creditor and from which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be entitled.”

The articles of association of Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. and Evergreen Packaging (Luxembourg) S.à r.l. are silent as to the issue of indemnification of their directors/managers and officers.

Guernsey Registrant

SIG Asset Holdings Limited (the “Guernsey Company”) is a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey.

The Companies (Guernsey) Law, 2008, as amended (the “Law”)

The Law states that any provision in a company’s memorandum, articles, in any contract or otherwise that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to that company is void (section 157(1)).

Furthermore, the Law provides that any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director shall be void (section 157(2)), save as expressly permitted by the Law.

The Law expressly permits indemnification against liability incurred by a director to a person other than the company or an associated company (a third party indemnity provision). Such provision however may not provide any indemnity against:

1.  any liability of the director to pay:

a.  a fine imposed in criminal proceedings;

b.  a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or

2.  any liability incurred by the director:

a.  in defending criminal proceedings in which he is convicted,

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b.  in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

c.  in connection with an application for relief from liability for officers under section 522 of the Law in which the Court refuses to grant him relief.

In addition, the Law allows a company to purchase and maintain insurance against any liability in connection with any negligence, default, breach of duty or breach of trust for a director of the company or an associated company.

Articles of Incorporation of the Guernsey Company (the “Articles”)

Article 25 of the Articles provides that without prejudice to Article 37 the directors of the Guernsey Company have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees of the Guernsey Company, or of any other company which is its holding company or in which the Guernsey Company or such holding company or any of the predecessors of the Guernsey Company or of such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Guernsey Company, or of any subsidiary undertaking of the Guernsey Company or of any such other company, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Guernsey Company or any other such company or subsidiary undertaking.

Article 37 of the Articles provides that the directors, secretary and other officers or servants or agents for the time being of the Guernsey Company are to be indemnified out of the assets of the Guernsey Company from and against all actions, costs, charges, losses, damages and expenses in respect of which they may lawfully be indemnified which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted, in or about the execution of their duty or supposed duty or in relation thereto, except such (if any) as they shall incur or sustain by or through their own willful act, negligence or default respectively. This Article also provides that none of them will be answerable for the acts, receipts, negligence or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Guernsey Company shall or may be lodged or deposited for safe custody, or for any bankers, brokers, or other persons into whose hands any money or assets of the Guernsey Company may come, or for any defect of title of the Guernsey Company to any property purchased, or for the insufficiency or deficiency or defect of title of the Guernsey Company, to any security upon which any moneys of the Guernsey Company shall be invested, or for any loss or damage occasioned by an error of judgment or oversight on their part, or for any other loss, damage or misfortune whatsoever which happens in the execution of their respective offices or in relation thereto, except if the same shall happen by or through their own willful act, negligence or default respectively.

Hong Kong Registrants

Each of Closure Systems International (Hong Kong) Limited and SIG Combibloc Limited is incorporated under the laws of Hong Kong.

Section 165 of the Companies Ordinance of Hong Kong, Cap 32 (the “CO”) declares void any provision in the articles of a company or in any contract with the company with the purpose of exempting any officer of the company (including a director) from, or indemnifying him against, any liability to the company or a related company that, by virtue of any rule of law, would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust. A company may, however, indemnify any officer of the company against any liability incurred by him in defending any civil or criminal proceedings in which judgment is given in his favour, in which he is acquitted or in connection with a successful application for relief under section 358 of the CO.

Section 165 of the CO further provides that a company may however purchase and maintain for any officer:

(a)  insurance against any liability to the company or any other party in respect of negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the company or a related company; and

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(b)  insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the company or a related company.

In accordance with the CO, the Articles of Association of Closure Systems International (Hong Kong) Limited and SIG Combibloc Limited provide that each of the companies may:

(a)  indemnify any officer of the company against (and, in the case of SIG Combibloc Limited, that each officer of the company shall be indemnified out of the assets of the company against) any liability incurred by him in relation to the company or a related company in defending any civil or criminal proceedings in which judgment is given in his favour, in which he is acquitted or in connection with any successful application under section 358 of the CO;

(b)  purchase and maintain for any officer of the company insurance against liability to the company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (but not fraud) of which he may be guilty in relation to the company or a related company; and

(c)  purchase and maintain for any officer of the company insurance against liability incurred by him in defending any civil or criminal proceedings taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the company or a related company.

In addition, the Articles of Association of Closure Systems International (Hong Kong) Limited provide that, subject to section 165 of the CO, if any director and/or other person shall become personally liable for the payment of any sum primarily due from the company, the directors may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the company by way of indemnity to secure the director and/or person so becoming liable as aforesaid from any loss in respect of such liability.

Brazil Registrants

Closure Systems International (Brazil) Sistemas de Vedação Ltda. (“CSI Brazil”), SIG Combibloc do Brasil Ltda. (“SIG Combibloc”) and SIG Beverages Brasil Ltda. (“SIG Beverages”) are incorporated as limited liability companies under the laws of Brazil.

Organizational Documents

The articles of association and other organizational documents of CSI Brazil, SIG Combibloc and SIG Beverages do not include any provision in the sense that the managers or attorneys of each company are insured or indemnified in any manner against liability which any of them may incur in his/her capacity as such.

There are, however, quotaholders’ resolutions of CSI Brazil, SIG Combibloc and SIG Beverages, whereby their quotaholders: (i) Closure Systems International B.V. and Closure Systems International Holdings, Inc.; (ii) SIG Austria Holding GmbH and SIG Combibloc S.A.; and (iii) SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany GmbH, respectively, ordered managers of the companies (“Managers”), as well as any attorneys-in-fact duly appointed by these Managers for such purpose (“Attorneys”) to execute certain documents in connection with the transactions described below:

a)  CSI Brazil: (i) quotaholders’ resolution executed on January 21, 2009, authorizing the execution of documents pertaining to Project Apple, (ii) quotaholders’ resolution executed on October 17, 2009, authorizing the execution of documents pertaining to the RGHL Transaction, (iii) quotaholders’ resolution executed on October 26, 2009, ratifying and authorizing the execution of documents within the RGHL Transaction with an increased indebtedness, (iv) quotaholders’ resolution executed on April 29, 2010 authorizing the execution of documents pertaining to the Evergreen Transaction, (v) quotaholders’ resolution executed on September 23, 2010 authorizing the execution of documents pertaining to the Pactiv Transaction, (vi) quotaholders’ resolution executed on February 22, 2011 authorizing the execution of documents pertaining to refinancing and acquisition transactions, (vii) quotaholders’ resolution executed on July 18, 2011 authorizing the execution of documents pertaining to the Graham Packaging Transaction, (viii) quotaholders’ resolution executed on

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February 23, 2012 authorizing the execution of documents pertaining to the February 2012 Refinancing Transactions and (ix) quotaholders’ resolution executed on October 29, 2012 authorizing and ratifying the execution of documents pertaining to the September 2012 Refinancing Transactions;

b)  SIG Combibloc: (i) quotaholders’ resolution executed on March 26, 2010, authorizing the execution of documents pertaining to the RGHL Transaction, (ii) quotaholders’ resolution executed on September 22, 2010 authorizing the execution of documents pertaining to the Pactiv Transaction, (iii) quotaholders’ resolution executed on February 22, 2011 authorizing the execution of documents pertaining to refinancing and acquisition transactions, (iv) quotaholders’ resolution executed on July 13, 2011 authorizing the execution of documents pertaining to the Graham Packaging Transaction, (v) quotaholders’ resolution executed on February 23, 2012 authorizing the execution of documents pertaining to the February2012 Refinancing Transactions and (vi) quotaholders’ resolution executed on October 29, 2012 authorizing and ratifying the execution of documents pertaining to the September 2012 Refinancing Transactions; and

c)  SIG Beverages: (i) quotaholders’ resolution executed on March 29, 2010, authorizing the execution of documents pertaining to the RGHL Transaction, (ii) quotaholders’ resolution executed on September 22, 2010 authorizing the execution of documents pertaining to the Pactiv Transaction, (iii) quotaholders’ resolution executed on February 22, 2011 authorizing the execution of documents pertaining to refinancing and acquisition transactions, (iv) quotaholders’ resolution executed on July 13, 2011 authorizing the execution of documents pertaining to the Graham Packaging Transaction, (v) quotaholders’ resolution executed on February 23, 2012 authorizing the execution of documents pertaining to the February 2012 Refinancing Transactions and (vi) quotaholders’ resolution executed on October 29, 2012 authorizing and ratifying the execution of documents pertaining to the September 2012 Refinancing Transactions.

As a consequence of such determinations, the quotaholders of CSI Brazil, SIG Combibloc and SIG Beverages specifically release the Managers and/or the Attorneys, through such quotaholders’ resolutions, from any liabilities resulting from any claims, suits, complaints and any other types of liabilities that could be brought against the Managers and/or the Attorneys as a result of the execution of the documents therein ordered to be executed.

Statutory Provisions

Please note that according to the articles of association of CSI Brazil, SIG Combibloc and SIG Beverages, in the omission of the laws applicable to limited liability companies and of the companies’ articles of association, the law applicable to corporations, Law No. 6,404/76 (“Law of Corporations”), shall apply.

The provisions set forth in the Law of Corporations (article 158) establish, as a general rule, that the managers of limited liability companies are not liable for the acts performed on behalf of the company, but are liable for any damage resulting from willful misconduct or malicious intent (dolo) in relation to their duties and from acts performed negligently (culpa strictu sensu).

Please note that in case of acts performed in violation of the law or of the company’s articles of association, the liability of the manager is strict (responsabilidade objetiva), regardless of the managers’ malicious intent or negligent behavior. It is also worth mentioning that the liability of the managers may be repelled in the following hypotheses: (i) cases of force majeure or acts of God; or (ii) evidence that the manager acted in good faith and in accordance with the interests of the company (Article 159, Paragraph 6, of the Law of Corporations).

Costa Rica Registrant

According to section 91 of the Costa Rican Code of Commerce (“CR Code of Commerce”), the Manager or Submanager can only delegate its powers when the bylaws expressly authorize them to delegate them. Otherwise, the person that delegates the powers will be liable. According to section 92 of the CR Code of Commerce, the Manager or Managers of a Limited Liability Company shall be personally liable towards CSI Closure Systems Manufacturing de Centro America, S.R.L. (the “Costa Rican Registrant”) and third parties, if their actions breach their mandate, are illegal or against the bylaws of the Costa Rican Registrant. Moreover, according to article 100 of the CR Code of Commerce, the managers are personally liable for any distribution of dividends not based on net realized earnings or exceeding such amount.

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The CR Code of Commerce does not explicitly address the issue whether or not a company may eliminate or limit the Manager or Managers liability to the company. Nevertheless, please be advised that the Manager or Managers of the Costa Rican Registrant may be released of liability while executing actions ordered by the quota holders, if such actions are not illegal or do not breach the terms of the mandate or the bylaws.

Austria Registrants

(a)  Each of SIG Austria Holding GmbH and SIG Combibloc GmbH is organized as a limited liability company under the laws of the Republic of Austria.

Under Austrian corporate law, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) is represented by its managing director(s) (Geschäftsführer), a statutory corporate body, and/or its authorized representatives (Prokuristen), who are optional attorneys-in-fact with their power of representation governed by statutory Austrian law.

A managing director who is acting on behalf of the GmbH and who violates the standard of care of a prudent and conscientious business man (Sorgfalt eines ordentlichen und gewissenhaften Geschäftsmannes) or other statutory provisions, in principle, can only be held liable for damages by the GmbH. Direct claims of third parties against a managing director acting on behalf of the GmbH may only be filed (with success) if the managing director negligently violated certain statutory duties owed towards those third parties.

A GmbH may indemnify a managing director unless (in principle) (i) the managing director has acted with gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz), (ii) creditors of the GmbH cannot satisfy their claims against the GmbH (due to lack of assets) or (iii) the managing director has violated certain statutory provisions (i.e. provisions for the benefit of third parties, in particular creditors of the GmbH, or provisions relating to raising or maintaining share capital). An indemnification by a third party (e.g. a group company) is (in principle) admissible.

An authorized representative is in terms of liability or indemnification not subject to Austrian corporate law but might be subject to limitations of liability pursuant to Austrian employment law, such as the Employee Liability Act (Dienstnehmerhaftpflichtgesetz, DHG), which provides for certain exemptions from liability, e.g. in case of venial misperformance (entschuldbare Fehlleistung) by the employee.

(b)  SIG Combibloc GmbH & Co KG is organized as a limited partnership under the laws of the Republic of Austria.

Under Austrian law, a limited partnership (Kommanditgesellschaft, KG) is formed by at least one partner with unlimited liability (Komplementär; general partner) and at least one partner with limited liability (Kommanditist, limited partner). If the general partner is a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH ; see above), the KG is called “GmbH & Co KG”.

The general partner of a KG is responsible for the representation of the KG towards third parties. In the case of a GmbH & Co KG, the general partner (a GmbH) is again represented by its managing director(s). A KG also might be represented by authorized representatives (Prokuristen). As to the liability and indemnification of the managing director(s) of the general partner and authorized representatives of the KG, please refer to (a) above.

Hungary Registrant

CSI Hungary Manufacturing and Trading Limited Liability Company is incorporated as a limited liability company (korlátolt felelősségű társaság) under the laws of Hungary.

Under Subsection 2 of Section 22 of Act. No IV. of 2006 on the companies, a director of a company may either pursue its activities on the basis of a mandate agreement or in the frame of an employment relationship.

Should the director be employed, Section 166 of the Act No. I of 2012 on the Labor Code provides so that the employer shall fully indemnify the employee against all damages incurred by him/her in relation to the employment relationship. The employer shall be relieved of all liabilities, if it proves that the damage occurred (i) due to a reason falling out of its business operations, which is not being able to be forseen and prevented, or (ii) as a result of exclusively the unpreventable behavior of the employee incurring the damage. Damages that occurred as a result of the imputable behavior of the employee shall not be indemnified.

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Neither Hungarian law nor the articles of associations of CSI Hungary Manufacturing and Trading Limited Liability Company provides for further rules in respect of indemnification or insurance.

Thailand Registrant

There are no provisions of Thai law which specifically deal with a company’s right or obligation to indemnify its directors or employees against liability incurred by such persons in their capacity as the company’s directors or employees. The constitutional documents of SIG Combibloc Ltd. do not contain any such provisions.

In this regard, however, Section 816 paragraph three of the Civil and Commercial Code of Thailand provides that if an agent, by reason of the execution of the matters entrusted to him/her, suffers damage without fault on his/her part, such agent may claim compensation from the principal. When a director or employee of a company deals with third parties for the business of the company as entrusted, such director or employee will be regarded as the company’s agent. As such, if SIG Combibloc Ltd. has entrusted a matter to any of its directors or employees, whether explicitly or impliedly, and such director or employee executes that matter in good faith and with reasonable care, SIG Combibloc Ltd. may be required to indemnify such director or employee against any liability incurred (including any expenses reasonably incurred) by such person in connection with such entrusted matter.

Director and Officer Indemnity and Insurance Agreements

Registration Rights Agreements

The registration rights agreement filed as Exhibit 4.12.15 to this registration statement provides for the indemnification of the control persons of the registrants by the holders of any exchange securities against certain liabilities.

Indemnification Agreements

RGHL has agreed to indemnify certain directors and officers. The indemnification agreements are jurisdiction and company specific agreements.

The indemnification agreements filed as Exhibits 10.6 through 10.90, 10.112 through 10.129, 10.131 through 10.135 and 10.140 to this registration statement provide for the indemnification of the directors of each of the Issuers and certain other registrants.

In addition to the indemnification agreements identified above, we have also entered into indemnification agreements with officers of the RGHL Group other than our senior management, including an indemnification agreement with the directors and officers of each registrant in connection with this registration statement.

By a Deed Poll of Indemnification by Rank Group dated December 22, 2009, Rank Group indemnifies each person who, at or after the date of the deed poll, holds the office of director or statutory officer of (inter alia) any entity which it controls incorporated in Australia or New Zealand (including RGHL). Subject to certain limitations set out in the deed poll (including where the giving of such an indemnity is prohibited by law), each indemnified person is indemnified against any costs he/she incurs in any proceeding that relates to liability for any act done or omission made in his/her capacity as a director, statutory officer or employee of RGHL, in which proceeding such person is acquitted, or has judgment given in his/her favor, or which is discontinued.

Insurance Policies

Rank Group has a Directors and Officers Liability Insurance Policy which insures the directors and officers of RGHL’s subsidiaries and affiliates, against liability incurred in their capacities as directors and officers.

ITEM 21.     EXHIBITS

Reference is made to the attached Exhibit Index.

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ITEM 22.     UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  To file a post-effective amendment to the registration statement to include any financial statements required by Item 8A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

(5)  That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(c)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Group Holdings Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Group Holdings Limited
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Chief Executive Officer and Director (Principal Executive Officer)
* Allen Philip Hugli	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Graeme Richard Hart	Director
* Bryce McCheyne Murray	Director
* Gregory Alan Cole	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auckland, New Zealand on December 21, 2012.

Reynolds Group Issuer Inc. Reynolds Group Holdings Inc.
By:	/s/ Gregory Alan Cole
	Name:	Gregory Alan Cole
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Gregory Alan Cole	President and Director of each above named registrant (Principal Executive Officer)
* Allen Philip Hugli	Principal Financial Officer, Principal Accounting Officer and Director of each above named registrant
* Helen Dorothy Golding	Director of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Group Issuer LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auckland, New Zealand on December 21, 2012.

Reynolds Group Issuer LLC By: Reynolds Group Holdings Inc., its sole member
By:	/s/ Gregory Alan Cole
	Name:	Gregory Alan Cole
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Gregory Alan Cole	President and Director of its sole member (Principal Executive Officer)
* Allen Philip Hugli	Principal Financial Officer, Principal Accounting Officer and Director of its sole member
* Helen Dorothy Golding	Director of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Group Issuer (Luxembourg) S.A. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Group Issuer (Luxembourg) S.A.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Gregory Alan Cole	A Director
* Herman Schommarz	B Director
* Olivier Dorier	B Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Whakatane Mill Australia Pty. Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

Whakatane Mill Australia Pty. Limited
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer and Director
* Arnold Pezzatti	Principal Accounting Officer
* Allen Philip Hugli	Director
* Helen Dorothy Golding	Director
* Mark Joseph Dunkley	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Austria Holding GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Austria Holding GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer and Director
* Marco Haussener	Principal Financial Officer and Director
* Arnold Pezzatti	Principal Accounting Officer
* André Rosenstock	Director
* Wolfgang Ornig	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Wolfgang Ornig	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc GmbH & Co KG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc GmbH & Co KG SIG Combibloc GmBH, its general partner
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer of its general partner
* Marco Haussener	Principal Financial Officer of its general partner
* Arnold Pezzatti	Principal Accounting Officer of its general partner
* Wolfgang Ornig	Director of its general partner
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International (Brazil) Sistemas de Vedação Ltda. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International (Brazil) Sistemas de Vedação Ltda.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer and Principal Accounting Officer
* Eduardo Gianesi	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Beverages Brasil Ltda. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Beverages Brasil Ltda.
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Felix Colas Morea	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc do Brasil Ltda. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc do Brasil Ltda.
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Rodrigo Dabus Salomao	Director
* Ricardo Lanca Rodriguez	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CSI Latin American Holdings Corporation has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

CSI Latin American Holdings Corporation
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director
* Stephanie Blackman	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pactiv Canada Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv Canada Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Gary Thomas	Principal Financial Officer
* Gino Mangione	Principal Accounting Officer
* Ken Bumstead	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Packaging Canada Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Evergreen Packaging Canada Limited
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Ricardo Felipe Alvergue	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
* John Rooney	Director
* Malcolm Bundey	Director
* Tony Dicesare	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director
* Marshall K. White	Director
* Eugenio Garcia	Director
* Charles Thomas Cox	Director
* Stephanie Blackman	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Bakers Choice Products, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Bakers Choice Products, Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Sandra Gleason	Principal Financial Officer
* Raje Dwaraka	Principal Accounting Officer
* Carol A. Rod	Director
* Victor Lance Mitchell	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

BCP/Graham Holdings L.L.C.
GPC Holdings LLC
BY:	Graham Packaging Company Inc., its sole member
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of the sole member of each above named registrant (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of the sole member of each above named registrant (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of the sole member of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Manufacturing, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Manufacturing, Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Sandra Gleason	Principal Financial Officer
* Raje Dwaraka	Principal Accounting Officer
* Gregory Alan Cole	Director
* Allen Philip Hugli	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenPac Holdings Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

RenPac Holdings Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Allen Philip Hugli	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Gregory Alan Cole	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, Tennessee on December 21, 2012.

Blue Ridge Holding Corp. Blue Ridge Paper Products Inc. Evergreen Packaging Inc. Evergreen Packaging USA Inc. Evergreen Packaging International (US) Inc.
By:	/s/ John Rooney
	Name:	John Rooney
	Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John Rooney	Chief Executive Officer, President, and Director of each above named registrant (Principal Executive Officer)
* Ricardo Felipe Alvergue	Chief Financial Officer and Director of each above named registrant (Principal Financial Officer and Principal Accounting Officer)
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Marshall White	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Americas, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Americas, Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Marshall White	Director
* Stephanie Blackman	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Holdings, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Holdings, Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Marshall White	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Closure Systems Mexico Holdings LLC CSI Mexico LLC CSI Hungary Manufacturing and Trading Limited Liability Company By: Closure Systems International B.V., its sole member
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer of the sole member of each above named registrant
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer of the sole member of each above named registrant
* Gregory Alan Cole	A Director of the sole member of each above named registrant
* Orangefield Trust (Netherlands) B.V.	B Director of the sole member of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CSI Sales & Technical Services Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

CSI Sales & Technical Services Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Marshall White	Director
* Charles Thomas Cox	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging Company Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging Company Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv LLC Reynolds Consumer Products Holdings LLC By: RenPac Holdings Inc., its sole member
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer) of the sole member of each above named registrant
* Allen Philip Hugli	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) of the sole member of each above named registrant
* Gregory Alan Cole	Director of the sole member of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv Management Company LLC
By: Pactiv LLC, its sole member By: RenPac Holdings Inc., the sole member of Pactiv LLC
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer) of RenPac Holdings Inc.
* Allen Philip Hugli	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) of RenPac Holdings Inc.
* Gregory Alan Cole	Director of RenPac Holdings Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pactiv Germany Holdings Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamburg, Germany on December 21, 2012.

Pactiv Germany Holdings Inc.
By:	/s/ Petro Kowalskyj
	Name:	Petro Kowalskyj
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Petro Kowalskyj	President and Treasurer (Principal Executive Officer)
* Gary Thomas	Principal Financial Officer
* Gino Mangione	Principal Accounting Officer
* Helen Dorothy Golding	Director
* Allen Philip Hugli	Director
* Gregory Alan Cole	Director
* Thomas James Degnan	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

PCA West Inc.
By:	/s/ Gary Thomas
	Name:	Gary Thomas
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Gary Thomas	President (Principal Executive Officer) and Treasurer (Principal Financial Officer)
* Gino Mangione	Assistant Treasurer (Principal Accounting Officer)
* Helen Dorothy Golding	Director
* Allen Philip Hugli	Director
* Gregory Alan Cole	Director
* Thomas James Degnan	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pactiv Packaging Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv Packaging Inc.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Chief Executive Officer and President (Principal Executive Officer)
* Gary Thomas	Treasurer (Principal Financial Officer)
* Gino Mangione	Assistant Treasurer (Principal Accounting Officer)
* Helen Dorothy Golding	Director
* Allen Philip Hugli	Director
* Gregory Alan Cole	Director
* Thomas James Degnan	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Presto Products Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Presto Products Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Sandra Gleason	Principal Financial Officer and Director
* Raje Dwaraka	Principal Accounting Officer
* Rita M. Cox	Director
* Victor Lance Mitchell	Director
* Paul Donald Thomas	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Consumer Products Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Consumer Products Inc.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	President and Director (Principal Executive Officer)
* Sandra Gleason	Principal Financial Officer and Director
* Raje Dwaraka	Principal Accounting Officer
* Victor Lance Mitchell	Director
* Paul Donald Thomas	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Packaging Machinery Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Packaging Machinery Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President and Director (Principal Financial Officer and Principal Accounting Officer)
* Charles Thomas Cox	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Services Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auckland, New Zealand on December 21, 2012.

Reynolds Services Inc.
By:	/s/ Gregory Alan Cole
	Name:	Gregory Alan Cole
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Gregory Alan Cole	President and Director (Principal Executive Officer)
* Paul Donald Thomas	Vice President (Principal Financial Officer and Principal Accounting Officer)
* Allen Philip Hugli	Director
* Helen Dorothy Golding	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chester, Pennsylvania on December 21, 2012.

SIG Combibloc Inc.
By:	/s/ Eduardo Gatica Villasante
	Name:	Eduardo Gatica Villasante
	Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Eduardo Gatica Villasante	Chief Executive Officer, President and Director (Principal Executive Officer)
* Michele Needham	Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Antonio Valla	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Holding USA, LLC. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auckland, New Zealand on December 21, 2012.

SIG Holding USA, LLC By: Reynolds Group Holdings Inc., its sole member
By:	/s/ Gregory Alan Cole
	Name:	Gregory Alan Cole
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Gregory Alan Cole	President and Director of its sole member (Principal Executive Officer)
* Allen Philip Hugli	Principal Financial Officer, Principal Accounting Officer and Director of its sole member
* Helen Dorothy Golding	Director of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Deutschland GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Deutschland GmbH
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director
* Stephanie Blackman	Director
* Marshall White	Director
* Francisco Javier Hernandez Munoz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International Holdings (Germany) GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Holdings (Germany) GmbH
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer and Principal Accounting Officer and Director
* Stephanie Blackman	Director
* Marshall White	Director
Francisco Javier Hernandez Munoz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Beverages Germany GmbH
SIG Combibloc Holding GmbH
SIG Beteiligungs GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer of each above named registrant
* Marco Haussener	Principal Financial Officer of each above named registrant
* Arnold Pezzatti	Principal Accounting Officer of each above named registrant
* Holger Dickers	Director of each above named registrant
* Joachim Frommherz	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Dr. Thomas Kloubert	Director
* Oliver Betzer	Director
* Frank Buchholz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Systems GmbH has duly caused this registration statement on Form F-4 to be its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Systems GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Henrik Wagner	Director
* Hans Betz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Zerspanungstechnik GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Zerspanungstechnik GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Hermann-Josef Bücker	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Euro Holding AG & Co. KGaA has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Euro Holding AG & Co. KgaA By: SIG Schweizerische Industrie-Gesellschaft AG, its general partner
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer of its general partner
* Marco Haussener	Principal Financial Officer and Director of its general partner
* Arnold Pezzatti	Principal Accounting Officer of its general partner
* Holger Dickers	Director of its general partner
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Information Technology GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Information Technology GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Timo Snellman	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG International Services GmbH has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG International Services GmbH
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Dr. Franz-Josef Collin	Director
* Holger Dickers	Director
* Frank Buchholz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Omni-Pac Ekco GmbH Verpackungsmittel Omni-Pac GmbH Verpackungsmittel Pactiv Deutschland Holdinggesellschaft mbH
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer of each above named registrant
* Gary Thomas	Principal Financial Officer of each above named registrant
* Gino Mangione	Principal Accounting Officer of each above named registrant
* Petro Kowalskyj	Director of each above named registrant
* Anthony Flood	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Asset Holdings Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Asset Holdings Limited
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer and Director
* Arnold Pezzatti	Principal Accounting Officer
* Holger Dickers	Director
* Hugh Richards	Director
* Joachim Frommherz	Director
* Richard Tee	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International (Hong Kong) Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International (Hong Kong) Limited
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director
* Douglas Michael Cohen	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Limited
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer and Director
* Arnold Pezzatti	Principal Accounting Officer
* André Rosenstock	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-81

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International Holdings (Japan) KK Closure Systems International Japan, Ltd.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer of each above named registrant
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director of each above named registrant
* Masaki Sunaoshi	Director of each above named registrant
* Yutaka Masunaga	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Southern Plastics, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Southern Plastics, Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	President and Director (Principal Executive Officer)
* Robert Eugene Smith	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
* Marshall White	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Beverage Packaging Holdings (Luxembourg) I. S.A. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Beverage Packaging Holdings (Luxembourg) I.S.A.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Herman Schommarz	Director
* Chok Kien Lo (Stewart) Kam-Cheong	Director
* Olivier Dorier	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Beverage Packaging Holdings (Luxembourg) III S.à.r.l. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Beverage Packaging Holdings (Luxembourg) III S.à.r.l.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Gregory Alan Cole	A Director
* Olivier Dorier	B Director
* Chok Kien Lo (Stewart) Kam-Cheong	B Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-85

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Packaging (Luxembourg) S.à r.l has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Evergreen Packaging (Luxembourg) S.à.r.l.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Gregory Alan Cole	A Director
* Herman Schommarz	B Director
* Chok Kien Lo (Stewart) Kam-Cheong	B Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-86

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Bienes Industriales del Norte, S.A. de C.V. Técnicos de Tapas Innovativas, S.A. de C.V.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer of each above named registrant
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director of each above named registrant
* Charles Thomas Cox	Director of each above named registrant
* Paul Donald Thomas	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-87

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

CSI en Ensenada, S. de R.L. de C.V. CSI en Saltillo, S. de R.L. de C.V. CSI Tecniservicio, S. de R.L. de C.V. Grupo CSI de Mexico, S. de R.L. de C.V.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer of each above named registrant
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director of each above named registrant
* Stephanie Blackman	Director of each above named registrant
* Bradley James Tucker	Director of each above named registrant
* Marshall White	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Packaging Mexico, S. de R.L. de C.V. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Evergreen Packaging Mexico, S. de R.L. de C.V.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer and Director
* Ricardo Felipe Alvergue	Principal Financial Officer, Principal Accounting Officer and Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-89

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Metals Company de Mexico, S. de R.L. de C.V. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer
* Gary A. Thomas	Principal Financial Officer
* Gino Mangione	Principal Accounting Officer
* Michael Eugene Graham	Director
* Thomas James Degnan	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-90

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv Foodservice Mexico, S. de R.L. de C.V. Grupo Corporativo Jaguar S.A. de C.V. Servicio Terrestre Jaguar S.A. de C.V. Servicios Industriales Jaguar S.A. de C.V.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer and Director of each above named registrant
* Gary Thomas	Principal Financial Officer of each above named registrant
* Gino Mangione	Principal Accounting Officer of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pactiv Mexico, S. de R.L. de C.V. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv Mexico, S. de R.L. de C.V.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer
* Gary Thomas	Principal Financial Officer
* Gino Mangione	Principal Accounting Officer
* William M. Dutt	Director
* Anthony Peter Wiechert	Director
Francisco Javier Bejar Hinojosa	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-92

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Closure Systems International B.V. Reynolds Consumer Products International B.V. Reynolds Packaging International B.V.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer of each above named registrant
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer of each above named registrant
* Gregory Alan Cole	A Director of each above named registrant
* Orangefield Trust (Netherlands) B.V.	B Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-93

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Packaging International B.V. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Evergreen Packaging International B.V.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Eleonora Jongsma	A Director
* Orangefield Trust (Netherlands) B.V.	A Director
* Gregory Alan Cole	B Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-94

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Whakatane Mill Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

Whakatane Mill Limited
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Allen Philip Hugli	Director
* Gregory Alan Cole	Director
* Bryce McCheyne Murray	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-95

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, BRPP, LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, Tennessee on December 21, 2012.

BRPP, LLC By: Blue Ridge Paper Products, Inc., its sole member
By:	/s/ John Rooney
	Name:	John Rooney
	Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John Rooney	Chief Executive Officer, President, and Director of its sole member (Principal Executive Officer)
* Ricardo Felipe Alvergue	Chief Financial Officer and Director of its sole member (Principal Financial Officer and Principal Accounting Officer)
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-96

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, International Tray Pads & Packaging, Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

International Tray Pads & Packaging, Inc.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Chairman

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Chairman and Director (Principal Executive Officer)
* Gary Thomas	Principal Financial Officer
* Gino Mangione	Principal Accounting Officer
* Michelle Mosier	Director
* Joseph Doyle	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG allCap AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG allCap AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer and Director
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* André Rosenstock	Director
* Samuel Sigrist	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-98

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Group AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Group AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Robert Lombardini	Director
* Thomas James Degnan	Director
* Graeme Richard Hart	Director
Dr. Jakob Höhn	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Procurement AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Procurement AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer and Director
* André Rosenstock	Director
* Samuel Sigrist	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-100

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc (Schweiz) AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc (Schweiz) AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Wolfgang Ornig	Director
* Frank Buchholz	Director
* Samuel Sigrist	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-101

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Schweizerische Industrie-Gesellschaft AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Schweizerische Industrie-Gesellschaft AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer and Director
* Arnold Pezzatti	Principal Accounting Officer
* Holger Dickers	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-102

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Technology AG has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Technology AG
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer and Director
* Hans Betz	Director
* André Rosenstock	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Ltd. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Ltd.
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Monika Millinger	Director
* André Rosenstock	Director
Karl Eagle	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-104

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Closure Systems International (UK) Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Closure Systems International (UK) Limited
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer
* Robert Eugene Smith	Principal Financial Officer, Principal Accounting Officer and Director
* Susan Foster	Director
* Francisco Javier Hernandez Munoz	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-105

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

IVEX Holdings, Ltd. Kama Europe Limited
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer of each above named registrant
* Gary Thomas	Principal Financial Officer of each above named registrant
* Gino Mangione	Principal Accounting Officer of each above named registrant
* Paul Donald Thomas	Director of each above named registrant
* Stephen John Buttery	Director of each above named registrant
* Susan Foster	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-106

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

J. & W Baldwin (Holdings) Limited Omni-Pac U.K. Limited The Baldwin Group Limited
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	Principal Executive Officer of each above named registrant
* Gary Thomas	Principal Financial Officer of each above named registrant
* Gino Mangione	Principal Accounting Officer of each above named registrant
* Helen Dorothy Golding	Director of each above named registrant
* Allen Philip Hugli	Director of each above named registrant
* Gregory Alan Cole	Director of each above named registrant
* Joseph Doyle	Authorized U.S. Representative of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-107

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Consumer Products (UK) Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Consumer Products (UK) Limited
By:	/s/ Victor Lance Mitchell
	Name:	Victor Lance Mitchell
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Victor Lance Mitchell	Principal Executive Officer
* Sandra Gleason	Principal Financial Officer
* Raje Dwaraka	Principal Accounting Officer
* Gregory Alan Cole	Director
* Helen Dorothy Golding	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-108

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Reynolds Subco (UK) Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Reynolds Subco (UK) Limited
By:	/s/ Victor Lance Mitchell
	Name:	Victor Lance Mitchell
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Victor Lance Mitchell	Principal Executive Officer
* Sandra Gleason	Principal Financial Officer
* Raje Dwaraka	Principal Accounting Officer
* Gary Thomas	Director
* Gregory Alan Cole	Director
* Michael Eugene Graham	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-109

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SIG Combibloc Limited has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neuhausen am Rheinfall, Switzerland on December 21, 2012.

SIG Combibloc Limited
By:	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Rolf Stangl	Principal Executive Officer
* Marco Haussener	Principal Financial Officer
* Arnold Pezzatti	Principal Accounting Officer
* Malcolm Allum	Director
* Adrian Stanley Jackson	Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-110

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

GPC Capital Corp. I GPC Capital Corp. II Graham Packaging Acquisition Corp. Graham Packaging Plastic Products Inc. Graham Packaging PX Holding Corporation Graham Packaging Regioplast STS Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of each above named registrant (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of each above named registrant (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of each above named registrant
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-111

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging PET Technologies Inc. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging PET Technologies Inc.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Principal Executive Officer and Director
* Michael Eugene Graham	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-112

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging PX, LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging PX, LLC By: Graham Packaging PX Holding Corporation, its sole member
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of its sole member (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of its sole member (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-113

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, GPACSUB LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

GPACSUB LLC By: Graham Packaging Plastic Products Inc., its sole member
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of its sole member (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of its sole member (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-114

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the GPC Opco GP LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

GPC Opco GP LLC By: Graham Packaging Holdings Company, its sole member By: BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company By: Graham Packaging Company Inc., the sole member of BCP/Graham Holdings L.L.C.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging Company Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging Company Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging Company Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-115

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging LP Acquisition LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging LP Acquisition LLC By: Graham Packaging PET Technologies Inc., its sole member
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Director of its sole member (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of its sole member (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of the sole member of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-116

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

GPC Sub GP LLC Graham Packaging Minster LLC Graham Packaging West Jordan, LLC By: Graham Packaging Company, L.P., its sole member By: GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P. By: Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC By: BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company By: Graham Packaging Company Inc., the sole member of BCP/Graham Holdings L.L.C.
By:	/s/ Malcolm Bundy
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging Company Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging Company Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging Company Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-117

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging Company, L.P. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging Company, L.P. By: GPC Opco GP LLC, its general partner By: Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC By: BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company By: Graham Packaging Company Inc., the sole member of BCP/Graham Holdings L.L.C.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging Company Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging Company Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging Company Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-118

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging Holdings Company has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging Holdings Company By: BCP/Graham Holdings L.L.C., its general partner By: Graham Packaging Company Inc., the sole member of BCP/Graham Holdings L.L.C.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging Company Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging Company Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging Company Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-119

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging PX Company has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging PX Company By: Graham Packaging PX Holding Corporation, the partner of Graham Packaging PX Company and the sole member of Graham Packaging PX, LLC, the partner of Graham Packaging PX Company
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging PX Holding Corporation (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging PX Holding Corporation (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging PX Holding Corporation
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-120

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Recycling Company, L.P. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Recycling Company, L.P. By: GPC Sub GP LLC, its general partner By: Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC By: GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P. By: Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC By: BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company By: Graham Packaging Company Inc., the sole member of BCP/Graham Holdings L.L.C.
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Chief Executive Officer and Director of Graham Packaging Company Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging Company Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging Company Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-121

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging LC, L.P. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging LC, L.P. By: Graham Packaging GP Acquisition LLC, its general partner By: Graham Packaging PET Technologies Inc., the sole member of Graham Packaging GP Acquisition LLC
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Director of Graham Packaging PET Technologies Inc. (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of Graham Packaging PET Technologies Inc. (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of Graham Packaging PET Technologies Inc.
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-122

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Beverage Packaging Holdings (Luxembourg) IV S.à.r.l.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Thomas James Degnan	Principal Executive Officer
* Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
* Gregory Alan Cole	A Director
* Chok Kien Lo (Stewart) Kam-Cheong	B Director
* Herman Schommarz	B Director
* Joseph Doyle	Authorized U.S. Representative
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-123

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Graham Packaging GP Acquisition LLC has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana on December 21, 2012.

Graham Packaging GP Acquisition LLC
By: Graham Packaging PET Technologies Inc., its sole member
By:	/s/ Malcolm Bundey
	Name:	Malcolm Bundey
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* Malcolm Bundey	Director of its sole member (Principal Executive Officer)
* Michael Eugene Graham	Chief Financial Officer and Director of its sole member (Principal Financial Officer and Principal Accounting Officer)
* Joseph Benjamin Hanks	Director of its sole member
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-124

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Pactiv International Holdings Inc.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	President

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
* John McGrath	President (Principal Executive Officer)
* Gary Thomas	Treasurer (Principal Financial Officer)
* Gino Mangione	Principal Accounting Officer
* Helen Dorothy Golding	Director
* Allen Philip Hugli	Director
* Gregory Alan Cole	Director
* Thomas James Degnan	Director
/s/ Joseph Doyle Joseph Doyle
Attorney-in-fact

II-125

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Beverage Packaging Holdings (Luxembourg) V S.A. has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, Illinois on December 21, 2012.

Beverage Packaging Holdings (Luxembourg) V S.A.
By:	/s/ Thomas James Degnan
	Name:	Thomas James Degnan
	Title:	Principal Executive Officer

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Helen Dorothy Golding, Allen Philip Hugli and Joseph Doyle, and each of them singly, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed on December 21, 2012 by the following persons in the capacities indicated.

Signature	Title
/s/ Thomas James Degnan Thomas James Degnan	Principal Executive Officer
/s/ Allen Philip Hugli Allen Philip Hugli	Principal Financial Officer and Principal Accounting Officer
/s/ Pascal Beckers Pascal Beckers	Director
/s/ Alexis de Montpellier Alexis de Montpellier	Director
/s/ Shao Tchin Chan Shao Tchin Chan	Director
/s/ Joseph Doyle Joseph Doyle	Authorized U.S. Representative

II-126

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1.*	Stock Purchase Agreement by and among Reynolds Consumer Products (NZ) Limited, Beverage Packaging Holdings (Luxembourg) III S.à r.l. and Reynolds Group Holding Inc., dated October 15, 2009
2.2.*	Stock Purchase Agreement by and between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and Closure Systems International (NZ) Limited, dated October 15, 2009
2.3.*	Stock Purchase Agreement by and among Reynolds Packaging (NZ) Limited, Beverage Packaging Holdings (Luxembourg) III S.A R.L., Closure Systems International BV and Reynolds Group Holdings Inc., dated September 1, 2010
2.4.*	Asset Purchase Agreement between Whakatane Mill Limited and Carter Holt Harvey Limited, dated as of April 25, 2010
2.5.*	Reorganization Agreement by and among Carter Holt Harvey Limited, Beverage Packaging Holdings (Luxembourg) III S.A R.L., Reynolds Group Holdings Inc., Evergreen Packaging US Limited and Evergreen Packaging New Zealand Limited, dated April 25, 2010
2.6.*	Agreement and Plan of Merger between Rank Group Limited, Reynolds Group Holdings Limited, Reynolds Corporation and Pactiv Corporation, dated August 16, 2010
2.7.*	Stock Purchase Agreement by and among Cascades USA, Inc. and Reynolds Group Holdings Limited, dated as of March 3, 2011
2.8.	Stock and Unit Purchase Agreement by and among Liquid Container L.P., each of the stockholders of Liquid Container Inc., CPG-L Holdings Inc., and WCK-L Holdings Inc., and each of the limited partners of Liquid Container L.P., Graham Packaging Acquisition Corp. and Graham Packaging Acquisition Corp., dated as of August 9, 2010 (incorporated by reference to Exhibit 2.1 to Graham Packaging Company Inc.’s Current Report on Form 8-K (No. 001-34621) filed August 13, 2010)
2.9.	Agreement and Plan of Merger between Reynolds Group Holdings Limited, Bucephalas Acquisition Corp. and Graham Packaging Company Inc., dated as of June 17, 2011 (incorporated by reference to Exhibit 2.1 to Graham Packaging Company Inc.’s Current Report on Form 8-K (No. 001-34621) filed June 22, 2011)
2.10.	Amendment to the Agreement and Plan of Merger between Reynolds Group Holdings Limited, Bucephalas Acquisition Corp. and Graham Packaging Company Inc., dated as of June 17, 2011 (incorporated by reference to Exhibit 2.2 to Graham Packaging Company Inc.’s Current Report on Form 8-K (No. 001-34621) filed June 22, 2011)
3.1.*	Constitution of Reynolds Group Holdings Limited
3.2.*	Certificate of Incorporation of Reynolds Group Issuer Inc.
3.3.*	By-Laws of Reynolds Group Issuer Inc.
3.4.*	Certificate of Formation of Reynolds Group Issuer LLC
3.5.*	Limited Liability Company Agreement of Reynolds Group Issuer LLC
3.6.*	Articles of Association of Reynolds Group Issuer (Luxembourg) S.A.
3.7.*	Certificate of Incorporation of Bakers Choice Products, Inc.
3.8.*	Second Amended and Restated By-Laws of Bakers Choice Products, Inc.
3.9.*	Third Restated Certificate of Incorporation of Blue Ridge Holding Corp.
3.10.*	Amended and Restated By-Laws of Blue Ridge Holding Corp.
3.11.*	Certificate of Incorporation of Blue Ridge Paper Products Inc.
3.12.*	The Amended and Restated By-Laws of Blue Ridge Paper Products Inc.

II-127

Exhibit Number	Exhibit Description
3.13.*	Amended and Restated Certificate of Incorporation of Closure Systems International Americas, Inc.
3.14.*	By-Laws of Closure Systems International Americas, Inc.
3.15.*	Certificate of Incorporation of Closure Systems International Holdings Inc.
3.16.*	By-Laws of Closure Systems International Inc. (now known as Closure Systems International Holdings Inc.)
3.17.*	Certificate of Incorporation of Closure Systems International Inc.
3.18.*	Amended and Restated By-Laws of Closure Systems International Inc.
3.19.*	Certificate of Formation of Closure Systems Mexico Holdings LLC
3.20.*	Amended and Restated Limited Liability Company Agreement of Closure Systems Mexico Holdings LLC
3.21.*	Certificate of Formation of CSI Mexico LLC
3.22.*	Amended and Restated Limited Liability Company Agreement of CSI Mexico LLC
3.23.*	Certificate of Incorporation of CSI Sales & Technical Services Inc.
3.24.*	By-Laws of CSI Sales & Technical Services Inc.
3.25.*	Certificate of Incorporation of Evergreen Packaging Inc.
3.26.*	Amended and Restated By-Laws of Evergreen Packaging Inc.
3.27.*	Certificate of Incorporation of Evergreen Packaging International (US) Inc.
3.28.*	Amended and Restated By-Laws of Evergreen Packaging International (US) Inc.
3.29.*	Certificate of Incorporation of Evergreen Packaging USA Inc.
3.30.*	Amended and Restated By-Laws of Evergreen Packaging USA Inc.
3.31.**	Certificate of Formation of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products Holdings Inc.)
3.32.**	Limited Liability Company Agreement of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products Holdings Inc.)
3.33.**	Certificate of Incorporation of Reynolds Presto Products Inc. (formerly known as Reynolds Consumer Products Inc.)
3.34.*	Seconded Amended and Restated By-Laws of Reynolds Consumer Products Inc. (now known as Reynolds Presto Products Inc.)
3.35.	[Reserved]
3.36.	[Reserved]
3.37.**	Certificate of Incorporation of Reynolds Consumer Products Inc. (formerly known as Reynolds Foil Inc.)
3.38.*	By-Laws of Reynolds Aluminum Inc. (now known as Reynolds Consumer Products Inc., formerly known as Reynolds Foil Inc.)
3.39.	[Reserved]
3.40.	[Reserved]
3.41.*	Certificate of Incorporation of Reynolds Group Holdings Inc.
3.42.*	By-Laws of Reynolds Group Holdings Inc.
3.43.	[Reserved]
3.44.	[Reserved]
3.45.	[Reserved]
3.46.	[Reserved]

II-128

Exhibit Number	Exhibit Description
3.47.	[Reserved]
3.48.	[Reserved]
3.49.*	Certificate of Incorporation of Closure Systems International Packaging Machinery Inc.
3.50.*	By-Laws of Alcoa Packaging Machinery, Inc. (now known as Closure Systems International Packaging Machinery Inc.)
3.51.*	Certificate of Incorporation of Reynolds Services Inc.
3.52.*	By-Laws of Reynolds Services Inc.
3.53.*	Amended and Restated Certificate of Incorporation of SIG Combibloc Inc.
3.54.*	Amended and Restated By-Laws of SIG Combibloc Inc.
3.55.**	Certificate of Formation of SIG Holding USA, LLC (formerly known as SIG Holding USA, Inc.)
3.56.**	Limited Liability Company Agreement of SIG Holding USA, LLC (formerly known as SIG Holding USA, Inc.)
3.57.*	Articles of Incorporation of Southern Plastics Inc.
3.58.*	By-Laws of Southern Plastics Inc.
3.59.	[Reserved]
3.60.	[Reserved]
3.61.*	Limited Liability Company Articles of Organization of BRPP, LLC
3.62.*	Operating Agreement of BRRP, LLC
3.63.*	Constitution of Whakatane Mill Australia Pty Limited
3.64.*	Articles of Association of SIG Austria Holding GmbH
3.65.*	Articles of Association of SIG Combibloc GmbH (Austria)
3.66.*	Articles of Association of SIG Combibloc GmbH & Co KG
3.67.†	Fifteenth Amendment and Restatement of the Articles of Association of Closure Systems International (Brazil) Sistemas de Vedação Ltda.
3.68.**	Twenty-Third Amendment and Consolidation of the Articles of Incorporation of SIG Beverages Brasil Ltda.
3.69.*	Forty-Second Amendment and Consolidation of the Articles of Incorporation of SIG Combibloc do Brasil Ltda.
3.70.*	Memorandum of Association and Articles of Association of CSI Latin American Holdings Corporation (formerly known as Alcoa Latin American Holdings Corporation)
3.71.	[Reserved]
3.72.	[Reserved]
3.73.*	Articles of Amalgamation of Evergreen Packaging Canada Limited
3.74.*	By-Law No. 1A of Evergreen Packaging Canada Limited
3.75.	[Reserved]
3.76.*	Articles of Association of Evergreen Packaging (Luxembourg) S.à r.l
3.77.*	Articles of Incorporation of CSI Closure Systems Manufacturing de Centro America, S.R.L.
3.78.*	Articles of Association of Closure Systems International Deutschland GmbH
3.79.*	Articles of Association of Closure Systems International Holdings (Germany) GmbH
3.80.*	Articles of Association of SIG Beverages Germany GmbH
3.81.*	Articles of Association of SIG Combibloc GmbH (Germany)

II-129

Exhibit Number	Exhibit Description
3.82.*	Articles of Association of SIG Combibloc Holding GmbH
3.83.*	Articles of Association of SIG Combibloc Systems GmbH
3.84.*	Articles of Association of SIG Combibloc Zerspanungstechnik GmbH
3.85.*	Articles of Association of SIG Euro Holding AG & Co. KgaA
3.86.*	Articles of Association of SIG Information Technology GmbH
3.87.*	Articles of Association of SIG International Services GmbH
3.88.*	Articles of Association of SIG Beteiligungs GmbH
3.89.*	Memorandum and Articles of Incorporation of SIG Asset Holdings Limited
3.90.*	Memorandum and Articles of Association of Closure Systems International (Hong Kong) Limited
3.91.	[Reserved]
3.92.*	Memorandum and Articles of Association of SIG Combibloc Limited (Hong Kong)
3.93.	[Reserved]
3.94.**	Deed of Foundation of CSI Hungary Manufacturing and Trading Limited Liability Company
3.95.*	Articles of Incorporations of Closure Systems International Holdings (Japan) KK
3.96.*	Articles of Incorporations of Closure Systems International Japan, Limited
3.97.*	Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) I S.A.
3.98.*	Updated Articles of Association of Beverage Packaging Holdings (Luxembourg) III S.à r.l
3.99.*	By-Laws of Bienes Industriales del Norte S.A. de C.V.
3.100.*	By-Laws of CSI en Ensenada, S. de R.L. de C.V.
3.101.*	By-Laws of CSI en Saltillo, S. de R.L. de C.V.
3.102.*	By-Laws of CSI Tecniservicio, S. de R.L. de C.V.
3.103.*	By-Laws of Evergreen Packaging Mexico, S. de R.L. de C.V.
3.104.*	By-Laws of Grupo CSI de Mexico, S. de R.L. de C.V.
3.105.	[Reserved]
3.106.*	By-Laws of Reynolds Metals Company de Mexico, S. de R.L. de C.V.
3.107.*	By-Laws of Técnicos de Tapas Innovativas, S.A de C.V.
3.108.*	Articles of Association of Closure Systems International B.V.
3.109.*	Articles of Association of Evergreen Packaging International B.V.
3.110.*	Articles of Association of Reynolds Consumer Products International B.V.
3.111.*	Articles of Association of Reynolds Packaging International B.V.
3.112.*	Constitution of Kalimdor Investments Limited (now known as Whakatane Mill Limited)
3.113.*	Articles of Incorporation of SIG allCap AG
3.114.*	Articles of Incorporation of SIG Combibloc (Schweiz) AG
3.115.*	Articles of Incorporation of SIG Combibloc Group AG
3.116.*	Organizational Bylaws of SIG Combibloc Group AG
3.117.*	Articles of Incorporation of SIG Combibloc Procurement AG
3.118.*	Organizational Bylaws of SIG Combibloc Procurement AG
3.119.*	Articles of Incorporation of SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
3.120.	[Reserved]

II-130

Exhibit Number	Exhibit Description
3.121.*	Articles of Incorporation of SIG Technology AG
3.122.*	Memorandum of Association of SIG Combibloc Ltd. (Thailand)
3.123.*	Articles of Association of SIG Combibloc Ltd. (Thailand)
3.124.*	Memorandum of Association of Closure Systems International (UK) Limited
3.125.*	Articles of Association of Closure Systems International (UK) Limited
3.126.*	Memorandum of Association of Ivex Holdings, Ltd.
3.127.*	Articles of Association of Ivex Holdings, Ltd.
3.128.*	Memorandum of Association of Kama Europe Limited
3.129.*	Articles of Association of Kama Europe Limited
3.130.*	Memorandum of Association of Reynolds Consumer Products (UK) Limited
3.131.*	Articles of Association of Reynolds Consumer Products (UK) Limited
3.132.*	Memorandum of Association of Reynolds SubCo (UK) Limited
3.133.*	Articles of Association Baco Consumer Products Limited (now known as Reynolds SubCo (UK) Limited)
3.134.*	Memorandum of Association of SIG Combibloc Limited (UK)
3.135.*	Articles of Association of SIG Combibloc Limited (UK)
3.136.	[Reserved]
3.137.	[Reserved]
3.138.	[Reserved]
3.139.	[Reserved]
3.140.	[Reserved]
3.141.	[Reserved]
3.142.	[Reserved]
3.143.	[Reserved]
3.144.**	Certificate of Formation of Pactiv LLC (formerly known as Pactiv Corporation)
3.145.**	Limited Liability Company Agreement of Pactiv LLC (formerly known as Pactiv Corporation)
3.146.	[Reserved]
3.147.	[Reserved]
3.148.*	Certificate of Incorporation of Pactiv Germany Holdings, Inc.
3.149.*	Amended and Restated By-Laws of Pactiv Germany Holdings, Inc.
3.150.*	Certificate of Incorporation of Pactiv International Holdings Inc.
3.151.*	Amended and Restated By-Laws of Pactiv International Holdings Inc.
3.152.*	Certificate of Formation of Pactiv Management Company LLC
3.153.*	Limited Liability Company Agreement of Pactiv Management Company LLC
3.154.	[Reserved]
3.155.	[Reserved]
3.156.	[Reserved]
3.157.	[Reserved]
3.158.*	Certificate of Incorporation of PCA West Inc.
3.159.*	Amended and Restated By-Laws of PCA West Inc.

II-131

Exhibit Number	Exhibit Description
3.160.	[Reserved]
3.161.	[Reserved]
3.162.	[Reserved]
3.163.	[Reserved]
3.164.*	Amended and Restated Certificate of Incorporation of Pactiv Packaging Inc. (formerly PWP Industries, Inc.)
3.165.*	Amended and Restated By-Laws of Pactiv Packaging Inc. (formerly PWP Industries, Inc.)
3.166.	[Reserved]
3.167.	[Reserved]
3.168.*	Memorandum of Association of J. &W. Baldwin (Holdings) Limited
3.169.*	Articles of Association of J. & W. Baldwin (Holdings) Limited
3.170.*	Memorandum of Association of The Baldwin Group Limited
3.171.*	Articles of Association of The Baldwin Group Limited
3.172.*	Memorandum of Association of Omni-Pac U.K. Limited
3.173.*	Articles of Association of Omni-Pac U.K. Limited
3.174.*	Articles of Association of Omni-Pac Ekco GmbH Verpackungsmittel
3.175.*	Articles of Association of Omni-Pac GmbH Verpackungsmittel
3.176.*	Articles of Association of Pactiv Deutschland Holdinggesellschaft Mbh
3.177.*	Certificate of Incorporation of Reynolds Manufacturing, Inc.
3.178.**	By-laws of Pactiv Foodservice Mexico, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.)
3.179.*	By-laws of Grupo Corporativo Jaguar, S.A. de C.V.
3.180.*	By-laws of Pactiv Mexico, S. de R.L. de C.V.
3.181.*	By-laws of Servicios Industriales Jaguar, S.A. de C.V.
3.182.*	By-laws of Servicio Terrestre Jaguar, S.A. de C.V.
3.183.**	Articles of Amalgamation of Pactiv Canada Inc.
3.184.*	By-Law No. 1 of Pactiv Canada Inc.
3.185.*	Certificate of Formation of BCP/Graham Holdings L.L.C.
3.186.*	Limited Liability Company Agreement of BCP/Graham Holdings L.L.C.
3.187.*	Certificate of Formation of GPC Holdings LLC
3.188.*	Limited Liability Company Agreement of GPC Holdings LLC
3.189.*	Certificate of Incorporation of Graham Packaging Company Inc.
3.190.*	By-laws of Graham Packaging Company Inc.
3.191.*	By-laws of Reynolds Manufacturing, Inc.
3.192.*	Certificate of Incorporation of RenPac Holdings Inc.
3.193.*	By-laws of RenPac Holdings Inc.
3.194.	Certificate of Formation of GPACSUB LLC (incorporated by reference to Exhibit 3.54 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
3.195.***	Amended and Restated Limited Liability Company Agreement of GPACSUB LLC

II-132

Exhibit Number	Exhibit Description
3.196.	Certificate of Incorporation of GPC Capital Corp. I (incorporated by reference to Exhibit 3.3 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
3.197.	By-Laws of GPC Capital Corp. I (incorporated by reference to Exhibit 3.4 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
3.198.	Certificate of Incorporation of GPC Capital Corp. II (incorporated by reference to Exhibit 3.7 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
3.199.	By-Laws of GPC Capital Corp. II (incorporated by reference to Exhibit 3.8 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
3.200.	Certificate of Formation of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.9 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-01) filed May 26, 1998)
3.201.	Limited Liability Company Agreement of GPC Opco GP, LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Company, L.P.’s Registration Statement on Form S-4 (No. 333-125173-01) filed May 24, 2005)
3.202.	Certificate of Formation of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.203.	Limited Liability Company Agreement of GPC Sub GP LLC (incorporated by reference to Exhibit 3.11 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.204.	Certificate of Incorporation of Graham Packaging Acquisition Corp. (incorporated by reference to Exhibit 3.23 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.205.	By-Laws of Graham Packaging Acquisition Corp. (incorporated by reference to Exhibit 3.24 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.206.***	Amended and Restated Certificate of Limited Partnership of Graham Packaging Company, L.P.
3.207.	Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P. (incorporated by reference to Exhibit 3.2 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed May 26, 1998)
3.208.***	Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P.
3.209.***	Limited Liability Company Agreement of Graham Packaging GP Acquisition LLC
3.210.***	Certificate of Formation of Graham Packaging GP Acquisition LLC
3.211.***	Amended and Restated Certificate of Limited Partnership of Graham Packaging LC, L.P.
3.212.***	Fifth Amended and Restated Agreement of Limited Partnership of Graham Packaging LC, L.P.
3.213.	Certificate of Formation of Graham Packaging LP Acquisition LLC (incorporated by reference to Exhibit 3.72 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)

II-133

Exhibit Number	Exhibit Description
3.214.	Limited Liability Company Agreement of Graham Packaging LP Acquisition LLC (incorporated by reference to Exhibit 3.73 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.215.	Amended and Restated Certificate of Incorporation of Graham Packaging PET Technologies Inc. (incorporated by reference to Exhibit 3.26 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
3.216.	Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (incorporated by reference to Exhibit 3.28 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.217.	Certificate of Incorporation of Graham Packaging Plastic Products Inc. (incorporated by reference to Exhibit 3.25 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.218.	Amendment to the Restated Certificate of Incorporation of Graham Packaging Plastic Products Inc. (incorporated by reference to Exhibit 3.24 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
3.219.	By-Laws of Graham Packaging Plastic Products Inc. (incorporated by reference to Exhibit 3.26 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.220.	Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.59 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.221.	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.60 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.222.	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.61 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.223.	By-Laws of Graham Packaging PX Holding Corporation (incorporated by reference to Exhibit 3.62 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.224.	Certificate of Incorporation of Graham Packaging Regioplast STS Inc. (incorporated by reference to Exhibit 3.29 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.225.	By-Laws of Graham Packaging Regioplast STS Inc. (incorporated by reference to Exhibit 3.30 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.226.	Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.54 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.227.	Form of First Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.55 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.228.	Second Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.56 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)

II-134

Exhibit Number	Exhibit Description
3.229.	Third Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.57 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.230.	Fourth Amendment to Partnership Agreement of Graham Packaging PX Company (incorporated by reference to Exhibit 3.58 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.231.	Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.63 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.232.	Certificate of Amendment of Articles of Incorporation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.64 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.233.	Articles of Conversion of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.65 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.234.	Certificate of Amendment to the Certificate of Formation of Graham Packaging PX, LLC (incorporated by reference to Exhibit 3.66 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
3.235.***	Amended and Restated Single Member Operating Agreement of Graham Packaging PX, LLC
3.236.	Articles of Organization of Graham Packaging Minster LLC (incorporated by reference to Exhibit 3.40 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-167976-18) filed July 2, 2010)
3.237.†	Amended and Restated Operating Agreement of Graham Packaging Minster LLC
3.238.	Amended and Restated Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated by reference to Exhibit 3.5 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-53603-03) filed July 13, 1998)
3.239.***	Seventh Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company
3.240.	Amended and Restated Certificate of Limited Partnership of Graham Recycling Company, L.P. (incorporated by reference to Exhibit 3.17 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.241.	Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P. (incorporated by reference to Exhibit 3.18 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.242.	Amended and Restated Articles of Organization of Graham Packaging West Jordan, LLC (incorporated by reference to Exhibit 3.21 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.243.	Operating Agreement of Graham Packaging West Jordan, LLC (incorporated by reference to Exhibit 3.22 to Graham Packaging Holdings Company’s Registration Statement on Form S-4 (No. 333-125173-02) filed May 24, 2005)
3.244.***	Deed of Incorporation of Beverage Packaging Holdings (Luxembourg) IV S.àr.l
3.245.†	Articles of Incorporation of International Tray Pads & Packaging, Inc.
3.246.†	By-Laws of International Tray Pads & Packaging, Inc.
3.247.†	Articles of Association of Beverage Packaging Holdings (Luxembourg) V S.A.
4.1.	[Reserved]

II-135

Exhibit Number	Exhibit Description
4.2.*	8.50% Senior Notes due 2018 Indenture, dated as of May 4, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent
4.2.1.*	First Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of June 17, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, Beverage Packaging Holdings (Luxembourg) I S.A, Whakatane Mill Australia Pty. Limited and The Bank of New York Mellon, as trustee
4.2.2.*	Second Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 27, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and transfer agent and The Bank of New York Mellon, as paying agent
4.2.3.*	Third Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of September 1, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.4.*	Fourth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 9, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.5.*	Fifth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.2.6.*	Sixth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.2.7.*	Seventh Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.2.8.*	Eighth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of March 2, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar

II-136

Exhibit Number	Exhibit Description
4.2.9.*	Ninth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of April 19, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.2.10.*	Tenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of May 2, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.11.*	Eleventh Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 5, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.12.*	Twelfth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 9, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.13.*	Thirteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of August 19, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.14.*	Fourteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of September 8, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.15.*	Fifteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of October 14, 2011 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.16.***	Sixteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee
4.2.17.****	Seventeenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar

II-137

Exhibit Number	Exhibit Description
4.2.18.******	Eighteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.2.19.†	Nineteenth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.2.20.†	Twentieth Supplemental Indenture to the 8.50% Senior Notes due 2018 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.3.*	7.125% Senior Secured Notes due 2019 Indenture, dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow Issuer I Inc. RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
4.3.1.*	First Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.2.*	Second Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.3.*	Third Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.4.*	Fourth Senior Secured Notes Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

II-138

Exhibit Number	Exhibit Description
4.3.5.*	Fifth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of January 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.3.6.*	Sixth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019, Indenture, dated as of March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.3.7.*	Seventh Supplemental Indenture to the 7.125% Senior Secured Notes due 2019, Indenture, dated as of April 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.3.8.*	Eighth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of May 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.9.*	Ninth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 5, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.10.*	Tenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 9, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.11.*	Eleventh Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of August 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.12.*	Twelfth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

II-139

Exhibit Number	Exhibit Description
4.3.13.*	Thirteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.14.*	Fourteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.15.***	Fifteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.16.****	Sixteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.17.******	Seventeenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.18.†	Eighteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.3.19.†	Nineteenth Supplemental Indenture to the 7.125% Senior Secured Notes due 2019 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.4.*	9.000% Senior Notes due 2019 Indenture, dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow Issuer I Inc. RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent
4.4.1.*	First Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer

II-140

Exhibit Number	Exhibit Description
	LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.2.*	Second Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds
	Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.3.*	Third Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.4.*	Fourth Senior Notes Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.5.*	Fifth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of January 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.6.*	Sixth Supplemental Indenture to the 9.000% Senior Notes due 2019, dated as of March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.4.7.*	Seventh Supplemental Indenture to the 9.000% Senior Notes due 2019, dated as of April 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.4.8.*	Eighth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of May 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.9.*	Ninth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 5, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.10.*	Tenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 9, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds

II-141

Exhibit Number	Exhibit Description
	Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.11.*	Eleventh Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of August 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.12.*	Twelfth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.13.*	Thirteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.14.*	Fourteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.15.***	Fifteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.4.16.****	Sixteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.4.17.******	Seventeenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.4.18.†	Eighteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.4.19.†	Nineteenth Supplemental Indenture to the 9.000% Senior Notes due 2019 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar

II-142

Exhibit Number	Exhibit Description
4.5.*	6.875% Senior Secured Notes due 2021 Indenture, dated as of February 1, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
4.5.1.*	First Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.2.*	Second Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.3.*	Third Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.4.*	Fourth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated April 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.5.*	Fifth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of May 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.6.*	Sixth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 7, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.7.*	Seventh Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 5, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent

II-143

Exhibit Number	Exhibit Description
4.5.8.*	Eighth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 9, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.9.*	Ninth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of August 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.10.*	Tenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.11.*	Eleventh Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.12.*	Twelfth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.13.***	Thirteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent
4.5.14.****	Fourteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.5.15.******	Fifteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent

II-144

Exhibit Number	Exhibit Description
4.5.16.†	Sixteenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.5.17.†	Seventeenth Supplemental Indenture to the 6.875% Senior Secured Notes due 2021 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.*	8.250% Senior Notes due 2021 Indenture, dated as of February 1, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent
4.6.1.*	First Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.2.*	Second Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.3.*	Third Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated March 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.4.*	Fourth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated April 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar*
4.6.5.*	Fifth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of May 2, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.6.*	Sixth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of June 7, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent

II-145

Exhibit Number	Exhibit Description
4.6.7.*	Seventh Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 5, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.8.*	Eighth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 9, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.9.*	Ninth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of August 19, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.10.*	Tenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.11.*	Eleventh Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.12.*	7.875% Senior Secured Notes due 2019 Indenture, dated as of August 9, 2011 among RGHL US Escrow II Inc., RGHL US Escrow II LLC, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
4.6.13.*	First Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.14.*	Second Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.15.*	9.875% Senior Notes due 2019 Indenture, dated as of August 9, 2011 among RGHL US Escrow II Inc., RGHL US Escrow II LLC, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, and registrar and The Bank of New York Mellon, London Branch, as paying agent

II-146

Exhibit Number	Exhibit Description
4.6.16.*	First Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.17.*	Second Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.18.*	Twelfth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.19.*	Third Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.20.*	Third Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of October 14, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.21.***	Thirteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.22.***	Fourth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.23.***	Fourth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.24.***	9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of February 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, and registrar and The Bank of New York Mellon, London Branch, as paying agent

II-147

Exhibit Number	Exhibit Description
4.6.25.***	First Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of March 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.26.***	Second Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of March 20, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.27.****	Fourteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.28.****	Fifth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.29.****	Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.30.****	Third Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of May 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.31.******	Fifteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.32.******	Sixth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.33.******	Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I

II-148

Exhibit Number	Exhibit Description
	S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.34.******	Fourth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of June 15, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.35.†	Sixteenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.36.†	Seventh Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.37.†	Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of August 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.38.†	Eighth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.39.†	Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of August 10, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.40.†	Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, International Tray Pads & Packaging, Inc., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.41.†	5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent
4.6.42.†	First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging

II-149

Exhibit Number	Exhibit Description
	Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, and Wilmington Trust (London) Limited, as additional collateral agent
4.6.43.†	Seventeenth Supplemental Indenture to the 8.250% Senior Notes due 2021 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.44.†	Eighth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Secured Notes due 2019 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent
4.6.45.†	Ninth Senior Notes Supplemental Indenture to the 9.875% Senior Notes due 2019 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.46.†	Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes (issued February 15, 2012) due 2019 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar
4.6.47.†	Second Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of December 14, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) V S.A., as additional guarantor, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, and Wilmington Trust (London) Limited, as additional collateral agent
4.7.	[Reserved]
4.8.	[Reserved]
4.9.	[Reserved]
4.10.	[Reserved]
4.11.	[Reserved]
4.12.	[Reserved]
4.12.1.	[Reserved]
4.12.2.	[Reserved]
4.12.3.	[Reserved]
4.12.4.	[Reserved]
4.12.5.	[Reserved]
4.12.6.	[Reserved]
4.12.7.	[Reserved]

II-150

Exhibit Number	Exhibit Description
4.12.8.	[Reserved]
4.12.9.	[Reserved]
4.12.10.	[Reserved]
4.12.11.	[Reserved]
4.12.12.	[Reserved]
4.12.13.	[Reserved]
4.12.14.	[Reserved]
4.12.15.†	Registration Rights Agreement to the 5.750% Senior Secured Notes due 2020, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., the Closing Date Guarantors and Credit Suisse Securities (USA) LLC
4.12.16.†	Joinder to the 5.750% Senior Secured Notes due 2020 Registration Rights Agreement, dated as of November 7, 2012, among certain additional note guarantors listed thereto
4.13.**	Collateral Agreement, dated as of November 5, 2009, among Reynolds Consumer Products Holdings Inc., Reynolds Group Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the grantors from time to time party thereto and The Bank Of New York Mellon, as collateral agent
4.13.1.	[Reserved]
4.13.2.**	Supplement No. 2 to the Collateral Agreement, dated as of February 2, 2010, between Closure Systems International Americas, Inc. and The Bank of New York Mellon, as collateral agent
4.13.3.**	Supplement No. 3 to the Collateral Agreement, dated as of May 4, 2010, between Evergreen Packaging Inc. and The Bank of New York Mellon, as collateral agent
4.13.4.**	Supplement No. 4 to the Collateral Agreement, dated as of May 4, 2010, between Evergreen Packaging USA Inc. and The Bank of New York Mellon, as collateral agent
4.13.5.**	Supplement No. 5 to the Collateral Agreement, dated as of May 4, 2010, between Evergreen Packaging International (US) Inc. and The Bank of New York Mellon, as collateral agent
4.13.6.**	Supplement No. 6 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Holding Corp. and The Bank of New York Mellon, as collateral agent
4.13.7.**	Supplement No. 7 to the Collateral Agreement, dated as of May 4, 2010, between Blue Ridge Paper Products Inc. and The Bank of New York Mellon, as collateral agent
4.13.8.**	Supplement No. 8 to the Collateral Agreement, dated as of May 4, 2010, between by BRPP LLC and The Bank of New York Mellon, as collateral agent
4.13.9.	[Reserved]
4.13.10.	[Reserved]
4.13.11.	[Reserved]
4.13.12.	[Reserved]
4.13.13.	[Reserved]
4.13.14.	[Reserved]
4.13.15.**	Supplement No. 16 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon, as collateral agent
4.13.16.	[Reserved]

II-151

Exhibit Number	Exhibit Description
4.13.17.	[Reserved]
4.13.18.	[Reserved]
4.13.19.**	Supplement No. 20 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Germany Holdings Inc. and The Bank of New York Mellon, as collateral agent
4.13.20.**	Supplement No. 21 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv International Holdings Inc. and The Bank of New York Mellon, as collateral agent
4.13.21.**	Supplement No. 22 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Management Company LLC and The Bank of New York Mellon, as collateral agent
4.13.22.**	Supplement No. 23 to the Collateral Agreement, dated as of November 16, 2010, between PCA West Inc. and The Bank of New York Mellon, as collateral agent
4.13.23.	[Reserved]
4.13.24.	[Reserved]
4.13.25.**	Supplement No. 26 to the Collateral Agreement, dated as of November 16, 2010, between Pactiv Packaging Inc. (formerly PWP Industries, Inc.) and The Bank of New York Mellon, as collateral agent
4.13.26.	[Reserved]
4.13.27.	[Reserved]
4.13.28.**	Supplement No. 29 to the Collateral Agreement, dated as of August 19, 2011, between Bucephalas Acquisition Corp. and The Bank of New York Mellon
4.13.29.**	Supplement No. 30 to the Collateral Agreement, dated as of September 8, 2011, between Graham Packaging Company Inc. and The Bank of New York Mellon
4.13.30.**	Supplement No. 31 to the Collateral Agreement, dated as of September 8, 2011, between GPC Holdings LLC and The Bank of New York Mellon
4.13.31.**	Supplement No. 32 to the Collateral Agreement, dated as of September 8, 2011, between BCP/Graham Holdings L.L.C. and The Bank of New York Mellon
4.13.32.**	Supplement No. 33 to the Collateral Agreement, dated as of October 14, 2011, between Reynolds Manufacturing, Inc. and The Bank of New York Mellon
4.13.33.**	Supplement No. 34 to the Collateral Agreement, dated as of October 14, 2011, between RenPac Holdings Inc. and The Bank of New York Mellon
4.13.34.***	Supplement No. 35 to the Collateral Agreement, dated as of March 20, 2012, between certain additional guarantors and The Bank of New York Mellon
4.13.35.†	Supplement No. 36 to the Collateral Agreement, dated as of November 7, 2012, between International Tray Pads & Packaging, Inc. and The Bank of New York Mellon
4.13.36.†	Supplement No. 37 to the Collateral Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A. and The Bank of New York Mellon
4.14.**	First Lien Intercreditor Agreement, dated as of November 5, 2009, among The Bank of New York Mellon, as collateral agent, Credit Suisse, as representative under the Credit Agreement, The Bank of New York Mellon, as Representative under the Indenture, each grantor and each additional representative from time to time party thereto
4.14.1.**	Amendment No. 1 and Joinder to the First Lien Intercreditor Agreement, dated January 21, 2010
4.14.2.**	Joinder to the First Lien Intercreditor Agreement, dated as of November 16, 2010, among The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative for the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured

II-152

Exhibit Number	Exhibit Description
	Parties, each Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity
4.14.3.**	Joinder to the First Lien Intercreditor Agreement, dated as of February 1, 2011, among The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative for the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties, The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New York Mellon and Wilmington Trust (London) Limited, each Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity
4.14.4.**	Joinder to the First Lien Intercreditor Agreement, dated as of September 8, 2011 among The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative for the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties, The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New York Mellon, as Representative under the Indenture dated February 1, 2011, The Bank of New York Mellon and Wilmington Trust (London) Limited, each Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity
4.14.5.†	Joinder to the First Lien Intercreditor Agreement, dated as of September 28, 2012 among The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents for the Secured Parties, Credit Suisse AG, as Representative for the Credit Agreement Secured Parties, The Bank of New York Mellon, as Representative for the Indenture Secured Parties, The Bank of New York Mellon, as Representative under the Indenture dated October 15, 2010, The Bank of New York Mellon, as Representative under the Indenture dated February 1, 2011, The Bank of New York Mellon, as Representative under the Indenture dated August 9, 2011, The Bank of New York Mellon and Wilmington Trust (London) Limited, each Grantor party thereto and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity
4.15.**	Amendment and Restatement Agreement, dated as of November 5, 2009, relating to an Intercreditor Agreement dated May 11, 2007, between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A. (formerly Rank Holdings I S.A.), Beverage Packaging Holdings (Luxembourg) II S.A. (formerly Rank Holdings II S.A.), Credit Suisse AG, Cayman Islands Branch (formerly Credit Suisse Cayman Islands Branch) as administrative agent, Credit Suisse AG (formerly Credit Suisse) as senior issuing bank, The Bank of New York Mellon as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG (formerly Credit Suisse) as security trustee
4.15.1.**	Form of Accession Deed to the Interecreditor Agreement
4.15.2.**	Schedule to Form of Accession Deed to the Interecreditor Agreement
4.15.3.**	Amendment Agreement of November 5, 2010 relating to an Intercreditor Agreement dated May 11, 2007
4.15.4.**	Accession Agreement dated November 16, 2010 by The Bank of New York Mellon, as trustee for certain senior secured notes due 2019 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative

II-153

Exhibit Number	Exhibit Description
	agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee
4.15.5.**	Accession Agreement dated February 1, 2011 by The Bank of New York Mellon, as trustee for certain senior secured notes due 2021 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee
4.15.6.**	Accession Agreement dated September 8, 2011 by The Bank of New York Mellon, as trustee for certain senior secured notes due 2019 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee
4.15.7.***	Accession Deed to the Intercreditor Agreement, dated March 20, 2012, by the subsidiaries of Reynolds Group Holdings Limited listed on Schedule I thereto, Credit Suisse AG, as security trustee, The Bank of New York Mellon, as collateral agent, and Credit Suisse AG, Cayman Islands Branch, as senior agent
4.15.8.†	Accession Agreement dated September 28, 2012 by The Bank of New York Mellon, as trustee for certain senior secured notes due 2020 to the Intercreditor Agreement, dated May 11, 2007 and made between, among others, Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee
4.15.9.†	Accession Deed to the Intercreditor Agreement, dated November 7, 2012, by the subsidiaries of Reynolds Group Holdings Limited listed on Schedule I thereto, Credit Suisse AG, as security trustee, The Bank of New York Mellon, as collateral agent, and Credit Suisse AG, Cayman Islands Branch, as senior agent
4.15.10.†	Accession Deed to the Intercreditor Agreement, dated December 14, 2012, by the subsidiaries of Reynolds Group Holdings Limited listed on Schedule I thereto, Credit Suisse AG, as security trustee, The Bank of New York Mellon, as collateral agent, and Credit Suisse AG, Cayman Islands Branch, as senior agent
4.16.	[Reserved]
4.17.	[Reserved]
4.18.*	Form of 8.50% Senior Note due 2018 (included in Exhibit 4.2 hereto)
4.19.*	Form of 7.125% Senior Secured Note due 2019 (included in Exhibit 4.3 hereto)
4.20.*	Form of 9.000% Senior Note due 2019 (included in Exhibit 4.4 hereto)
4.21.*	Form of 6.875% Senior Secured Note due 2021 (included in Exhibit 4.5 hereto)
4.21.1.*	Form of 8.250% Senior Note due 2021 (included in Exhibit 4.6 hereto)
4.22.*	Form of 7.875% Senior Secured Note due 2019 (included in Exhibit 4.6.12 hereto)
4.22.1.*	Form of 9.875% Senior Note due 2019 (originally issued on August 9, 2011) (included in Exhibit 4.6.15 hereto)
4.22.2.	[Reserved]
4.22.3.***	Form of 9.875% Senior Note due 2019 (originally issued on February 15, 2012) (included in Exhibit 4.6.24 hereto)

II-154

Exhibit Number	Exhibit Description
4.22.4.†	Form of 5.750% Senior Secured Note due 2020 (included in Exhibit 4.6.41 hereto)
4.23.**	Copyright Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent
4.24.**	Patent Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent
4.25.**	Trademark Security Agreement, dated as of November 5, 2009, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent
4.26.**	Share Pledge Agreement Relating to the Shares in Closure Systems International Deutschland GmbH, dated as of November 5, 2009, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent
4.27.**	Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent
4.28.**	Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent
4.29.**	Security Transfer Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent
4.30.**	Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland Real Estate GmbH & Co KG and The Bank of New York Mellon as collateral agent
4.31.**	Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Deutschland Real Estate GmbH & Co KG and The Bank of New York Mellon as collateral agent
4.32.**	Security Purpose Agreement relating to Land Charges, dated as of November 5, 2009, between Closure Systems International Deutschland Real Estate GmbH & Co KG and The Bank of New York Mellon as collateral agent
4.33.**	Share Pledge Agreement Relating to the Shares in Closure Systems International Holdings (Germany) GmbH, dated as of November 5, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
4.34.**	Account Pledge Agreement, dated as of November 5, 2009, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent
4.35.**	Global Assignment Agreement, dated as of November 5, 2009, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent
4.36.**	Share Pledge Agreement Relating to the Shares in SIG Beverages Germany GmbH, SIG International Services GmbH, SIG Information Technology GmbH, SIG Combibloc GmbH and SIG Combibloc Holdings GmbH, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon as collateral agent
4.37.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent
4.38.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent
4.39.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Holding GmbH, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.40.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent

II-155

Exhibit Number	Exhibit Description
4.41.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
4.42.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Systems GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and SIG Combibloc GmbH, dated as of November 5, 2009, between SIG Combibloc Holding GmbH, SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon as collateral agent
4.43.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
4.44.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
4.45.**	Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
4.46.**	Security Transfer Agreement And Assignment Agreement Regarding Intellectual Property Rights, dated as of November 5, 2009, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
4.47.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.48.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.49.**	Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.50.**	Security Transfer Agreement And Assignment Agreement Regarding Intellectual Property Rights, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.51.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Zerspanungstechnik GmbH, dated as of November 5, 2009, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.52.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent
4.53.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent
4.54.**	Security Transfer Agreement, dated as of November 5, 2009, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent
4.55.**	Pledge Agreement Relating to the Shares in SIG Euro Holding AG & Co. KGaA, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.56.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent
4.57.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent
4.58.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent
4.59.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent
4.60.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent

II-156

Exhibit Number	Exhibit Description
4.61.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent
4.62.**	Global Assignment Agreement, dated as of November 5, 2009, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
4.63.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
4.64.**	Pledge Over Bank Accounts, dated as of November 5, 2009, between Closure Systems International (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à r.l.) and The Bank of New York Mellon as collateral agent
4.65.	[Reserved]
4.66.**	Pledge Over Bank Accounts, dated as of November 5, 2009, between Reynolds Consumer Products (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à r.l.) and The Bank of New York Mellon as collateral agent
4.67.	[Reserved]
4.68.**	Specific Security Deed in respect of Reynolds Group Holdings Limited’s shareholding in Beverage Packaging Holdings (Luxembourg) I S.A. (NZ Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.69.**	Second Ranking Specific Security Deed in respect of Reynolds Group Holdings Limited’s shareholding in Beverage Packaging Holdings (Luxembourg) I S.A. (NZ Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.70.**	Third Ranking Specific Security Deed in respect of Reynolds Group Holdings Limited’s shareholding in Beverage Packaging Holdings (Luxembourg) I S.A. (NZ Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.71.**	Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.72.**	Second Ranking Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.73.**	Third Ranking Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg Law), dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.74.**	Pledge Over Receivables from Beverage Packaging Holdings (Luxembourg) III S.à r.l., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
4.75.**	Luxembourg Pledge Agreement Profit Participating Bonds issued by Beverage Packaging Holdings (Luxembourg) III S.à r.l., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
4.76.**	Pledge Over Bank Accounts, dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent

II-157

Exhibit Number	Exhibit Description
4.77.**	Pledge Over Receivables from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon as collateral agent
4.78.**	Second Ranking Pledge over Proceeds Loans from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon as collateral agent
4.79.**	Third Ranking Pledge over Proceeds Loans from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) II S.A. and The Bank of New York Mellon as collateral agent, dated as of November 5, 2009
4.80.**	Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) III S.à r.l., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
4.81.**	Pledge over Bank Accounts, dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
4.82.**	Pledge over Receivables from Beverage Packaging Holdings (Luxembourg) I S.A., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
4.83.**	Pledge Over Shares Agreement in Reynolds Group Issuer (Luxembourg) S.A., dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
4.84.**	Pledge Over Receivables (relating to Beverage Packaging Holdings (Luxembourg) III S.à r.l.), dated as of November 5, 2009, between Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon as collateral agent
4.85.**	Pledge over Bank Accounts, dated as of November 5, 2009, between Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon as collateral agent
4.86.**	Deed of Pledge of Registered Shares in Closure Systems International B.V., dated as of November 5, 2009, between Closure Systems International (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à r.l.) and The Bank of New York Mellon as collateral agent
4.87.**	Disclosed Pledge of Bank Accounts, dated as of November 5, 2009, between Closure Systems International B.V., Reynolds Consumer Products (Luxembourg) S.à r.l (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à r.l.) and The Bank of New York Mellon as collateral agent
4.88.**	Deed of Pledge of Registered Shares in Reynolds Consumer Products International B.V., dated as of November 5, 2009, between Reynolds Consumer Products (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à r.l.) and The Bank of New York Mellon as collateral agent
4.89.**	General Security Deed, dated as of November 5, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.90.**	Pledge of Registered Shares in SIG allCap AG, dated as of November 5, 2009, between SIG Finanz AG and The Bank of New York Mellon as collateral agent
4.91.**	Assignment of Bank Accounts, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon as collateral agent
4.92.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon as collateral agent

II-158

Exhibit Number	Exhibit Description
4.93.**	Receivables Assignment, dated as of November 5, 2009, between SIG allCap AG and The Bank of New York Mellon as collateral agent
4.94.**	Pledge of Registered Shares in SIG Combibloc Group AG, dated as of November 5, 2009, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
4.95.**	Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.96.**	Account Pledge Agreement, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.97.**	Receivables Assignment, dated as of November 5, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.98.**	Pledge of Registered Shares in SIG Combibloc (Schweiz) AG, dated as of November 5, 2009, between SIG Finanz AG and The Bank of New York Mellon as collateral agent
4.99.**	Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Combibloc (Schweiz) AG and The Bank of New York Mellon as collateral agent
4.100.**	Receivables Assignment, dated as of November 5, 2009, between SIG Combibloc (Schweiz) AG and The Bank of New York Mellon as collateral agent
4.101.**	Intellectual Property Rights Pledge, dated as of November 5, 2009, between SIG Finanz AG and The Bank of New York Mellon as collateral agent
4.102.	[Reserved]
4.103.	[Reserved]
4.104.	[Reserved]
4.105.	[Reserved]
4.106.**	Pledge of Registered Shares in SIG Technology AG, dated as of November 5, 2009, between SIG Finanz AG and The Bank of New York Mellon as collateral agent
4.107.**	Assignment of Bank Accounts, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York Mellon as collateral agent
4.108.**	Receivables Assignment, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York Mellon as collateral agent
4.109.**	Intellectual Property Rights Pledge, dated as of November 5, 2009, between SIG Technology AG and The Bank of New York Mellon as collateral agent
4.110.**	Security Over Shares Agreement in CSI Latin American Holdings Corporation, dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
4.111.**	Debenture, dated as of December 2, 2009, between CSI Latin American Holdings Corporation and The Bank of New York Mellon as collateral agent
4.112.**	Canadian Pledge Agreement in shares of Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.), dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
4.113.**	Canadian General Security Agreement, dated as of December 2, 2009, between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent
4.114.**	Blanket Security Over Shares Agreement in Closure Systems International Holdings (Japan) KK, dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent

II-159

Exhibit Number	Exhibit Description
4.115.**	Pledge over Receivables Agreement (relating to Beverage Packaging Holdings (Luxembourg) I S.A.) (Luxembourg law), dated as of December 2, 2009, between Reynolds Group Holdings Limited and The Bank of New York Mellon as collateral agent
4.116.**	Security Assignment of Contractual Rights Under a Specific Contract, dated as of December 2, 2009, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
4.117.**	Security Transfer and Assignment Agreement Regarding Intellectual Property Rights, dated as of December 2, 2009, between SIG Finanz AG and The Bank of New York Mellon as collateral agent
4.118.**	Security Transfer and Assignment Agreement Regarding Intellectual Property Rights, dated as of December 2, 2009, between and SIG Technology AG The Bank of New York Mellon as collateral agent
4.119.**	Security Over Shares Agreement in Closure Systems International (UK) Limited, dated as of December 2, 2009, between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
4.120.**	Debenture, dated as of December 2, 2009, between Closure Systems International (UK) Limited and The Bank of New York Mellon as collateral agent
4.121.**	Security Over Shares Agreement in Reynolds Consumer Products (UK) Limited, dated as of December 2, 2009, between Reynolds Consumer Products International B.V. and The Bank of New York Mellon as collateral agent
4.122.**	Debenture, dated as of December 2, 2009, between Reynolds Consumer Products (UK) Limited and The Bank of New York Mellon as collateral agent
4.123.**	Debenture, dated as of December 2, 2009, between SIG Combibloc Limited and The Bank of New York Mellon as collateral agent
4.124.	[Reserved]
4.125.	[Reserved]
4.126.**	Pledge Over Registered Shares of SIG Combibloc Procurement AG, dated as of December 2, 2009, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.127.**	Assignment of Bank Accounts, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent
4.128.**	Account Pledge Agreement, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent
4.129.**	Receivables Assignment, dated as of December 2, 2009, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent
4.130.**	Debenture, dated as of December 17, 2009, between Reynolds Subco (UK) Limited (f/k/a BACO Consumer Products Limited) and The Bank of New York Mellon as collateral agent
4.131.**	Pledge Agreement Over Inventory, Equipment and Other Assets, dated January 29, 2010, granted by Closure Systems International (Brazil) Sistemas de Vedação Ltda. in favour of The Bank of New York Mellon as collateral agent.
4.132.**	Pledge Agreement Over Receivables and Other Credit Rights, dated January 29, 2010, granted by Closure Systems International (Brazil) Sistemas de Vedação Ltda. in favour of The Bank of New York Mellon as collateral agent.
4.133.**	Accounts Pledge Agreement, dated January 29, 2010, granted by Closure Systems International (Brazil) Sistemas de Vedação Ltda. in favour of The Bank of New York Mellon as collateral agent.

II-160

Exhibit Number	Exhibit Description
4.134.**	Quota Pledge Agreement, dated January 29, 2010, granted by Closure Systems International Holdings, Inc. (US) and Closure Systems International B.V. (Netherlands) in favour of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda.
4.135.**	Pledge of Quotas Agreement, dated January 29, 2010, entered into by Closure Systems International B.V. over its quotas in CSI Closure Systems Manufacturing de Centro America, S.R.L. in favour of Wilmington Trust (London) Limited as collateral agent.
4.136.**	Partnership Interest Pledge Agreement relating to the interests in SIG Euro Holding AG & Co KGaA, dated January 29, 2010, by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) in favour of The Bank of New York Mellon as collateral agent.
4.137.**	Security Interest Agreement Over Securities relating to SIG Asset Holdings Limited, dated January 29, 2010, granted by SIG Combibloc Group AG in favour of Wilmington Trust (London) Limited as collateral agent.
4.138.**	Security Interest Agreement Over Third Party Bank Account, dated January 29, 2010, by SIG Asset Holdings Limited in favour of Wilmington Trust (London) Limited as collateral agent.
4.139.**	Quota Charge Agreement in respect of the quota in CSI Hungary Manufacturing and Trading Limited Liability Company, dated January 29, 2010, granted by Closure Systems International B.V. in favour of Wilmington Trust (London) Limited as collateral agent.
4.140.	[Reserved]
4.141.	[Reserved]
4.142.**	Agreement Constituting Framework Fixed Charge Over Moveable Assets, dated January 29, 2010, granted by CSI Hungary Manufacturing and Trading Limited Liability Company in favour of Wilmington Trust (London) Limited as collateral agent.
4.143.**	Charge and Security Deposit Over Bank Account Agreement, dated January 29, 2010, granted by CSI Hungary Manufacturing and Trading Limited Liability Company in favour of Wilmington Trust (London) Limited as collateral agent.
4.144.**	Security over Cash Agreement, dated January 29, 2010, given by CSI Hungary Gyártó és Kereskedelmi Kft in favour of Wilmington Trust (London) Limited as collateral agent.
4.145.**	Floating Lien Pledge Agreement, dated January 29, 2010, given by Bienes Industriales del Norte, S.A. de C.V., CSI Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V. (Mexico) and Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico) in favour of The Bank of New York Mellon as collateral agent.
4.146.**	Equity Interests Pledge Agreement, dated January 29, 2010, representing the capital stock of Bienes Industriales del Norte, S.A. de C.V., CSI Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V. and Tecnicos de Tapas Innovativas S.A. de C.V., given by the parent companies of such companies in favour of The Bank of New York Mellon as collateral agent.
4.147.**	Pledge of Registered Shares of SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), dated January 29, 2010, entered into by SIG Finanz AG in favour of The Bank of New York Mellon as collateral agent.
4.148.**	Receivables Assignment, dated January 29, 2010, given by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) in favour of The Bank of New York Mellon as collateral agent.
4.149.**	Share Pledge Agreement in respect of SIG Combibloc Ltd., dated January 29, 2010, by SIG Combibloc Holding GmbH (Germany) in favour of Wilmington Trust (London) Limited as collateral agent.

II-161

Exhibit Number	Exhibit Description
4.150.**	Conditional Assignment of Bank Accounts, dated January 29, 2010, granted by SIG Combibloc Ltd (Thailand) in favour of Wilmington Trust (London) Limited as collateral agent.
4.151.**	Conditional Assignment of Receivables Agreement, dated January 29, 2010, granted by SIG Combibloc Ltd. (Thailand) in favour of Wilmington Trust (London) Limited as collateral agent.
4.152.**	Account Pledge Agreement, dated February 3, 2010, and entered into by SIG Asset Holdings Limited in favour of The Bank of New York Mellon as collateral agent in respect of accounts held in Germany.
4.153.**	Security Over Shares Agreement relating to shares of SIG Combibloc Limited (HK), dated February 25, 2010, entered into by Closure Systems International B.V. in favour of Wilmington Trust (London) Limited as the collateral agent
4.154.**	Security Over Shares Agreement relating to shares of Closure Systems International (Hong Kong) Limited, dated February 25, 2010, entered into by SIG Finanz AG (Switzerland) in favour of Wilmington Trust (London) Limited as the collateral agent
4.155.**	Debenture, dated February 25, 2010, between Closure Systems International (Hong Kong) Limited and Wilmington Trust (London) Limited
4.156.**	Debenture between SIG Combibloc Limited and Wilmington Trust (London) Limited
4.157.**	Share Pledge Agreement over shares in SIG Austria Holding GmbH, dated March 4, 2010, between SIG Finanz AG and Wilmington Trust (London) Limited
4.158.**	Share Pledge Agreement over shares in SIG Combibloc GmbH (Austria), dated March 4, 2010, between SIG Finanz AG and Wilmington Trust (London) Limited
4.159.**	Interest Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH (Austria) and Wilmington Trust (London) Limited
4.160.**	Interest Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
4.161.**	Account Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
4.162.**	Account Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited
4.163.**	Account Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH (Austria) and Wilmington Trust (London) Limited
4.164.**	German Law Account Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
4.165.**	German Law Account Pledge, dated March 4, 2010, between SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited
4.166.**	Confirmation and Amendment Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited
4.167.**	Charge and Security Deposit Over Bank Accounts Agreement, dated March 4, 2010 between SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited
4.168.**	Receivables Pledge Agreement, dated March 4, 2010, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited
4.169.**	Receivables Pledge Agreement, dated March 4, 2010, between SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited

II-162

Exhibit Number	Exhibit Description
4.170.**	Receivables Pledge Agreement, dated March 4, 2010 between SIG Combibloc GmbH (Austria) and Wilmington Trust (London) Limited
4.171.**	Pledge Agreement relating to the shares in SIG Euro Holding AG & Co. KGaA, dated March 4, 2010, between SIG Austria Holding GmbH and The Bank of New York Mellon
4.172.**	Pledge over receivables agreement dated February 23, 2010 and entered into between Beverage Packaging Holdings (Luxembourg) I SA as pledgor and the Collateral Agent in the presence of SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) I SA towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan agreements
4.173.**	Patent Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent.
4.174.**	Trademark Security Agreement, dated as of May 4, 2010, among the grantors listed thereto and The Bank of New York Mellon, as collateral agent.
4.175.**	Canadian General Security Agreement, dated as of December 2, 2009, entered into by Evergreen Packaging Canada Limited
4.176.**	Canadian Pledge Agreement, dated as of May 4, 2010, entered into by Evergreen Packaging International B.V.
4.177.	[Reserved]
4.178.	[Reserved]
4.179.**	Pledge Over Shares Agreement in Evergreen Packaging (Luxembourg) S.à.r.l., dated as of May 4, 2010, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
4.180.**	Pledge Over Bank Account, dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.à.r.l. and The Bank of New York Mellon
4.181.**	Pledge Over Receivables from SIG Combibloc Holding GmbH, dated as of May 4, 2010, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon
4.182.**	Floating Lien Pledge Agreement, dated May 4, 2010, by and between Evergreen Packaging Mexico, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent
4.183.**	Partnership Interest Pledge Agreement in Evergreen Packaging Mexico, S. de R.L. de C.V., dated May 4, 2010, between Evergreen Packaging International B.V. and The Bank of New York Mellon as collateral agent
4.184.**	Deed of Pledge of Registered Shares in Evergreen Packaging International B.V., dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.à.r.l. and The Bank of New York Mellon as collateral agent
4.185.**	Disclosed Pledge of Bank Accounts, dated as of May 4, 2010, between Evergreen Packaging International B.V. and The Bank of New York Mellon as collateral agent
4.186.**	Amendment to the Quota Pledge Agreement, dated as of May 4, 2010, granted by Closure Systems International B.V. and Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda.
4.187.**	Amendment to the Pledge Agreement Over Receivables and Other Credit Rights, dated as of May 4, 2010, Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent

II-163

Exhibit Number	Exhibit Description
4.188.**	Amendment to Accounts Pledge Agreement, dated May 4, 2010, between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent
4.189.**	Amendment to Pledge Agreement over Inventory, Equipment and Other Assets, dated May 4, 2010, between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent
4.190.**	Amendment to the Accounts Pledge Agreement, dated May 4, 2010, between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent
4.191.**	Amendment to the Pledge Agreement Over Receivables and Other Credit Rights, dated as of May 4, 2010, SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent
4.192.**	Amendment to the Quota Pledge Agreement, dated as of May 4, 2010, granted by SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Beverages Brasil Ltda.
4.193.**	Amendment to the Quota Pledge Agreement, dated as of August 27, 2010, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.194.**	Confirmation and Amendment Agreement relating to non-notarial accessory security, dated as of May 4, 2010, between SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, Closure Systems International (Germany) GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH, SIG International Services GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), SIG Combibloc Zerspanungstechnik GmbH, Closure Systems International Deutschland GmbH, SIG Combibloc Group AG, SIG Finanz AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG allCap AG, SIG Combibloc Procurement AG and SIG Reinag AG and The Bank of New York Mellon as collateral agent
4.195.**	Confirmation and Amendment Agreement relating to non-accessory security, dated as of May 4, 2010, between SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, SIG Beverages Germany GmbH, SIG Combibloc Zerspanungstechnik GmbH, SIG International Services GmbH, Closure Systems International (Germany) GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG Finanz AG and SIG Technology AG and The Bank of New York Mellon as collateral agent
4.196.**	Confirmation and Amendment Agreement relating to notarial share pledges, dated May 4, 2010, between SIG Combibloc Group AG, SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, Closure Systems International Holdings (Germany) GmbH and Closure Systems International B.V. and The Bank of New York Mellon as collateral agent
4.197.**	Confirmation and Amendment Agreement relating to a share pledge agreement over shares in SIG Euro Holding AG & Co KGaA, dated May 4, 2010, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent
4.198.**	Confirmation and Amendment Agreement relating to a German law account pledge, dated May 4, 2010, between SIG Asset Holdings Limited and The Bank of New York Mellon as collateral agent
4.199.	[Reserved]

II-164

Exhibit Number	Exhibit Description
4.200.**	Amendment Agreement Relating to a Floating Charge Agreement, dated May 4, 2010, between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent
4.201.**	Amendment Agreement Relating to a Fixed Charge Agreement, dated May 4, 2010, between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent
4.202.	[Reserved]
4.203.**	Amendment Agreement Relating to a Charge and Security Deposit Over Bank Accounts Agreement, dated May 4, 2010, between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent
4.204.	[Reserved]
4.205.**	Amendment Agreement Relating to a Quota Charge Agreement over the quota in CSI Hungary Manufacturing and Trading Limited Liability Company, dated May 4, 2010, between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent
4.206.**	Confirmation Agreement, dated May 4, 2010, between Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à.r.l., Reynolds Group Issuer (Luxembourg) S.A., SIG Finance (Luxembourg) S.à.r.l., Closure Systems International (Luxembourg) S.à.r.l., Reynolds Consumer Products (Luxembourg) S.à.r.l. and SIG Asset Holdings Limited and The Bank of New York Mellon as collateral agent
4.207.**	Acknowledgement Agreement to an equity interests pledge agreement, dated May 4, 2010, between Grupo CSI de Mexico, S. de R.L. de C.V., Closure Systems Internacional B.V., CSI Mexico LLC, CSI en Saltillo S. de R.L. de C.V., Closure Systems Mexico Holdings LLC and The Bank of New York Mellon as collateral agent
4.208.**	Acknowledgement Agreement to a floating lien pledge agreement, dated May 4, 2010, between Bienes Industriales del Norte, S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V. and Tecnicos de Tapas Innovativas S.A. de C.V. in favour of The Bank of New York Mellon as collateral agent.
4.209.**	Acknowledgement Agreement to a irrevocable security trust agreement with reversion rights, dated May 4, 2010, between CSI en Saltillo, S. de R.L. de C.V. and he Bank of New York Mellon as collateral agent
4.210.**	Confirmation and Amendment Agreement, dated May 4, 2010, between Beverage Packaging Holdings (Luxembourg) III S.àr.l, SIG Combibloc Group AG, SIG Finanz AG, SIG allCap AG, SIG Combibloc (Schweiz) AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG Technology AG, SIG Combibloc Procurement AG, SIG Reinag AG and The Bank of New York Mellon as collateral agent
4.211.**	Confirmation Letter, dated May 4, 2010, from SIG Combibloc Ltd. to Credit Suisse AG as administrative agent and Wilmington Trust (London) Limited as collateral agent
4.212.**	Quota Pledge Agreement, dated March 30, 2010, granted by SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany GmbH in favour of The Bank of New York Mellon as collateral agent and acknowledged by SIG Beverages Brasil Ltda. (Brasil)
4.213.**	Quota Pledge Agreement, dated March 30, 2010, granted by SIG Austria Holding GmbH in favour of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda. (Brasil)

II-165

Exhibit Number	Exhibit Description
4.214.**	Pledge Agreement Over Receivables and Other Credit Rights, dated March 30, 2010, granted by SIG Combibloc do Brasil Ltda. ( Brasil ) in favour of The Bank of New York Mellon as collateral agent
4.215.**	Accounts Pledge Agreement, dated March 30, 2010, granted by SIG Combibloc do Brasil Ltda. (Brasil) in favour of The Bank of New York Mellon as collateral agent
4.216.**	Deed of Hypothec between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fondé de pouvoir, dated June 28, 2010
4.217.**	Bond Pledge Agreement between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral agent, dated June 28, 2010
4.218.**	Bond issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent
4.219.**	General Security Deed, dated as of May 28, 2010, between Whakatane Mill Limited and Wilmington Trust (London) Limited as collateral agent
4.220.**	Specific Security Deed in respect of the shares of Whakatane Mill Limited, dated as of May 28, 2010, SIG Combibloc Holding GmbH and Wilmington Trust (London) Limited as collateral agent
4.221.**	Security Over Shares Agreement granted by SIG Combibloc Holding GmbH, dated August 16, 2010
4.222.**	Confirmation Agreement to Austrian Law Security Documents, dated August 27, 2010, between SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited as collateral agent
4.223.**	Canadian General Security Agreement, dated as of September 1, 2010, between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent.
4.224.**	Canadian Pledge Agreement relating to shares in Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.), dated as of September 1, 2010, between Reynolds Packaging International B.V. and The Bank of New York Mellon as collateral agent.
4.225.**	Deed of Hypothec granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010.
4.226.**	Bond Pledge Agreement granted by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010.
4.227.**	Bond issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated September 1, 2010.
4.228.**	Floating Lien Pledge Agreement, dated September 1, 2010, between Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mexico, S. de R.L. de C.V.), Reynolds Metals Company de Mexico, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent.
4.229.**	Partnership Interests Pledge Agreement, dated September 1, 2010, between Reynolds Packaging International B.V., Closure Systems International B.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V. and The Bank of New York Mellon, and acknowledged by Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mexico, S. de R.L. de C.V.)

II-166

Exhibit Number	Exhibit Description
4.230.**	Disclosed Pledge of Bank Accounts, dated September 1, 2010, between Reynolds Packaging International B.V. and The Bank of New York Mellon
4.231.**	Deed of Pledge of Registered Shares, dated September 1, 2010, between Closure Systems International B.V., Reynolds Packaging International B.V. and The Bank of New York Mellon
4.232.**	Debenture between Ivex Holdings, Ltd. and The Bank of New York Mellon, as collateral agent, dated September 1, 2010.
4.233.**	Debenture between Kama Europe Limited and The Bank of New York Mellon, as collateral agent, dated September 1, 2010.
4.234.**	Security Over Shares Agreement relating to shares in Ivex Holdings, Ltd. between Reynolds Packaging International B.V. and The Bank of New York Mellon, as collateral agent, dated September 1, 2010.
4.235.	[Reserved]
4.236.	[Reserved]
4.237.**	Copyright Security Agreement dated as of November 16, 2010, among Pactiv Corporation (now known as Pactiv LLC), a Delaware corporation and The Bank of New York Mellon, as collateral agent
4.238.**	Patent Security Agreement dated as of November 16, 2010 among the grantors listed on thereto and The Bank of New York Mellon
4.239.**	Trademark Security Agreement dated as of November 16, 2010 among the grantors listed on thereto and The Bank of New York Mellon, as collateral agent
4.240.**	Canadian General Security Agreement granted by 798795 Ontario Limited (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.241.	[Reserved]
4.242.**	Canadian General Security Agreement granted by Newspring Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.243.	[Reserved]
4.244.**	Canadian General Security Agreement, granted by Pactiv Canada Inc. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.245.	[Reserved]
4.246.**	Debenture, between J. & W. Baldwin (Holdings) Limited and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.247.**	Debenture, between Omni-Pac UK Limited and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.248.**	Debenture, between The Baldwin Group Limited and of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.249.**	Second Amendment to Quota Pledge Agreement over quotas in Closure Systems International (Brazil) Sistemas de Vedação Ltda. between Closure Systems International B.V. and Closure Systems International Holdings Inc. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.250.**	Second Amendment to Pledge Agreement Over Receivables and Other Credit Rights between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010

II-167

Exhibit Number	Exhibit Description
4.251.**	Second Amendment to Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.252.**	Second Amendment to Pledge Agreement Over Inventory, Equipment and Other Assets between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.253.**	Second Amendment to Accounts Pledge Agreement between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.254.**	Second Amendment to Pledge Agreement Over Receivables and Other Credit Rights between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.255.**	Second Amendment to Quota Pledge Agreement over quotas in SIG Beverages Brasil Ltda. between SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.256.**	Deed of Hypothec, between Evergreen Packaging Canada Limited and The Bank of New York Mellon as fondé de pouvoir, dated November 16, 2010
4.257.**	Bond Pledge Agreement, between Evergreen Packaging Canada Limited and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.258.**	Bond, issued by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.259.**	Deed of Hypothec, between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as fondé de pouvoir, dated November 16, 2010
4.260.**	Bond Pledge Agreement, between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.261.**	Bond, issued by Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.262.**	Confirmation and Amendment Agreement relating to non-accessory security between SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH, SIG Combibloc Zerspanungstechnik GmbH, SIG International Services GmbH, SIG Information Technology GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG Combibloc Group AG and SIG Technology AG and The Bank of New York Mellon as collateral agent (global assignment agreements, security transfer agreements, IP assignment agreements and security purpose agreements), dated November 16, 2010
4.263.**	Share Pledge Agreements between SIG Combibloc Group AG, SIG Euro Holding AG & Co. KGaA, SIG Combibloc Systems GmbH, SIG Combibloc Holding GmbH, Closure Systems International Holdings (Germany) GmbH and Closure Systems International B.V. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.264.**	Junior Share and Partnership Interest Pledge Agreement relating to shares and interests in SIG Euro Holding AG & Co. KGaA between SIG Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and The Bank of New York Mellon as collateral agent, dated November 16, 2010

II-168

Exhibit Number	Exhibit Description
4.265.**	Account Pledge Agreement, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.266.**	Account Pledge Agreement, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.267.**	Account Pledge Agreement, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.268.**	Account Pledge Agreement, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010, dated November 16, 2010
4.269.**	Account Pledge Agreement, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.270.**	Account Pledge Agreement, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.271.**	Account Pledge Agreement, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.272.**	Account Pledge Agreement, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.273.**	Account Pledge Agreement, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.274.**	Account Pledge Agreement, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.275.**	Account Pledge Agreement, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.276.**	Account Pledge Agreement, between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.277.**	Account Pledge Agreement, between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.278.**	Account Pledge Agreement, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.279.**	Account Pledge Agreement, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.280.	[Reserved]
4.281.**	Deed of Confirmation and Amendment relating to a debenture between Closure Systems International (Hong Kong) Limited and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.282.**	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.283.	[Reserved]
4.284.**	Deed of Confirmation and Amendment relating to a share charge over shares in Evergreen Packaging (Hong Kong) Limited between Evergreen Packaging B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.285.**	Deed of Confirmation and Amendment relating to a debenture between SIG Combibloc Limited and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010

II-169

Exhibit Number	Exhibit Description
4.286.**	Deed of Confirmation and Amendment relating to a share charge over shares in SIG Combibloc Limited between SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.287.	[Reserved]
4.288.**	Amendment Agreement No. 2 relating to a floating charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.289.**	Amendment Agreement No. 2 relating to a fixed charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.290.	[Reserved]
4.291.**	Amendment Agreement No. 2 relating to a charge and security deposit over bank accounts agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.292.	[Reserved]
4.293.**	Amendment Agreement No. 2 relating to a quota charge agreement over the quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.294.**	Confirmation Agreement between Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S. à r.l., SIG Finance (Luxembourg) S. à r.l., Reynolds Group Issuer (Luxembourg) S.A., Closure Systems International (Luxembourg) S. à r.l., Reynolds Consumer Products (Luxembourg) S. à r.l,. Evergreen Packaging (Luxembourg) S. à r.l., SIG Asset Holdings Limited and SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.295.**	Acknowledgement Agreement in respect of the equity/partnership interests pledge agreements between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.296.**	Acknowledgement Agreement in respect of the floating lien pledge agreements between Bienes Industriales del Norte, S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V., Tecnicos de Tapas Innovativas S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V. and Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mèxico, S, de R.L. de C.V.) and The Bank of New York Mellon as collateral agent (Spanish and English versions), dated November 16, 2010
4.297.**	Acknowledgement Agreement in respect of a security trust agreement between CSI en Saltillo, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent (Spanish and English versions), dated November 16, 2010
4.298.**	Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S. à r.l., SIG Combibloc Group AG, SIG allCap AG, SIG Combibloc (Schweiz) AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG Technology AG, SIG Combibloc Procurement AG and SIG Reinag AG and The Bank of New York Mellon as collateral agent, dated November 16, 2010

II-170

Exhibit Number	Exhibit Description
4.299.**	Confirmation Letter from SIG Combibloc Ltd. to Credit Suisse AG as administrative agent and Wilmington Trust (London) Limited as collateral agent, and acknowledged by Wilmington Trust (London) Limited, dated November 16, 2010
4.300.**	Deed of Confirmation and Amendment relating to a debenture granted by Closure Systems International (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.301.**	Deed of Confirmation and Amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.302.**	Deed of Confirmation and Amendment relating to a debenture granted by Ivex Holdings, Ltd. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.303.**	Deed of Confirmation and Amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.304.**	Deed of Confirmation and Amendment relating to a debenture granted by Kama Europe Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.305.**	Deed of Confirmation and Amendment relating to a debenture granted by Reynolds Consumer Products (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.306.**	Deed of Confirmation and Amendment relating to a pledge of shares in Reynolds Consumer Products (UK) Limited granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.307.**	Deed of Confirmation and Amendment relating to a debenture granted by Reynolds Subco (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.308.**	Deed of Confirmation and Amendment relating to a debenture granted by SIG Combibloc Limited in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.309.**	Deed of Confirmation and Amendment relating to a pledge of shares in SIG Combibloc Limited granted by SIG Combibloc Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.310.	[Reserved]
4.311.	[Reserved]
4.312.**	Deed of Confirmation and Amendment in respect of a security over cash agreement granted by CSI Hungary Manufacturing and Trading Limited Liability Company in favour of Wilmington Trust (London) Limited as collateral agent, dated November 16, 2010
4.313.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) I S.A. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.314.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010

II-171

Exhibit Number	Exhibit Description
4.315.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Closure Systems International (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à.r.l.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.316.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Reynolds Consumer Products (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à.r.l.) in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.317.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.318.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 16, 2010
4.319.**	Second Amendment to Quota Pledge Agreement, dated as of January 14, 2011, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.320.**	Confirmation Agreement, dated January 14, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.321.**	Account Pledge Agreement, dated January 14, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.322.**	Account Pledge Agreement, dated January 14, 2011, between SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.323.**	Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KG aA, dated January 14, 2011, among SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon.
4.324.**	Amendment Agreement No. 2 relating to a Charge and Security Deposit Over Bank Accounts Agreement between Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent, dated January 14, 2011.
4.325.**	Confirmation and Amendment Agreement dated January 14, 2011, among Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.326.**	Account Pledge Agreement between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.327.**	Deed of Confirmation and Amendment in respect of a debenture between Closure Systems International (Hong Kong) Limited and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.328.**	Deed of Confirmation and Amendment in respect of a debenture between SIG Combibloc Limited (Hong Kong) and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.329.	[Reserved]
4.330.	[Reserved]
4.331.	[Reserved]

II-172

Exhibit Number	Exhibit Description
4.332.**	Amendment Agreement relating to a Floating Charge Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.333.**	Amendment Agreement relating to a Charge and Security Deposit Over Bank Accounts Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.334.**	Amendment Agreement relating to a Fixed Charge Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.335.**	Deed of Confirmation and Amendment in respect of a security over cash agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.336.**	Confirmation Agreement between Reynolds Group Holdings Limited, Beverage Packaging Holdings (Luxembourg) I S.à r.l., Beverage Packaging Holdings (Luxembourg) II S.à r.l., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Reynolds Group Issuer (Luxembourg) S.A., Evergreen Packaging (Luxembourg) S.à r.l., and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.337.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.338.**	Confirmation and Amendment Agreement between SIG Combibloc Group AG, Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.339.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract (relating to loans to SIG Euro and CSI B.V.) between Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.340.**	Deed of Release in respect of an English law security assignment of contractual rights under a specific contract made by Closure Systems International (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à.r.l.) by The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.341.**	Deed of Release in respect of an English law security assignment of contractual rights under a specific contract made by Reynolds Consumer Products (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à.r.l.) by The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.342.**	Security Assignment of Contractual Rights Under a Specific Contract, between Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.343.**	Acknowledgement Agreement in respect of an Equity Interests Pledge Agreement and Partnership Interests Pledge Agreement among Closure Systems International B.V., Evergreen Packaging International B.V., Reynolds Packaging International B.V., CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of New York Mellon, dated February 1, 2011.
4.344.**	Acknowledgement Agreement in respect of the Floating Lien Pledge Agreements among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging

II-173

Exhibit Number	Exhibit Description
	México, S. de R.L. de C.V., Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice Mèxico, S. de R.L. de C.V.) and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.345.**	Acknowledgement Agreement in respect of a Security Trust Agreement between CSI en Saltillo, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated February 1, 2011.
4.346.**	Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011.
4.347.	[Reserved]
4.348.**	Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability Company among Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 1, 2011
4.349.**	Deed of Confirmation and Amendment in respect of a share pledge over Closure Systems International (UK) Limited between Closure Systems International B.V. and The Bank of New York Mellon, as collateral agent dated February 1, 2011
4.350.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract (GLA) between Closure Systems International B.V. and The Bank of New York Mellon, as collateral agent dated February 1, 2011
4.351.	[Reserved]
4.352.**	Deed of Confirmation and Amendment in respect of a share pledge over Ivex Holdings, Ltd. between Reynolds Packaging International B.V. and The Bank of New York Mellon, as collateral agent dated February 1, 2011
4.353.**	Deed of Confirmation and Amendment in respect of a share pledge over Reynolds Consumer Products (UK) Limited between Reynolds Consumer Packaging International B.V. and The Bank of New York Mellon, as collateral agent dated February 1, 2011
4.354.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract (GLA) between Reynolds Consumer Products International B.V. and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.355.**	Account Pledge Agreement between SIG Combibloc Group AG and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.356.**	Confirmation and Amendment Agreement relating to non-accessory security between SIG Combibloc Group AG and The Bank of New York Mellon, dated
4.357.**	Deed of Confirmation and Amendment in respect of a share pledge over SIG Combibloc Limited (HK) between SIG Combibloc Group AG and Wilmington Trust (London) Limited, dated
4.358.	[Reserved]
4.359.**	Deed of Confirmation and Amendment in respect of a debenture between Closure Systems International (UK) Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.360.**	Deed of Confirmation and Amendment in respect of a debenture between Reynolds Consumer Products (UK) Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.361.**	Deed of Confirmation and Amendment in respect of a debenture between Reynolds Subco (UK) Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.

II-174

Exhibit Number	Exhibit Description
4.362.**	Deed of Confirmation and Amendment in respect of a debenture between SIG Combibloc Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.363.	[Reserved].
4.364.**	Deed of Confirmation and Amendment in respect of a debenture Kama Europe Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.365.**	Deed of Confirmation and Amendment in respect of a debenture between Ivex Holdings, Ltd. Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.366.**	Deed of Confirmation and Amendment in respect of a debenture between J. & W. Baldwin (Holdings) Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.367.**	Deed of Confirmation and Amendment in respect of a debenture between The Baldwin Group Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.368.**	Deed of Confirmation and Amendment in respect of a debenture between Omni-Pac U.K. Limited and The Bank of New York Mellon, as collateral agent, dated February 1, 2011.
4.369.**	Account Pledge Agreement between SIG Combibloc Group AG and The Bank of New York Mellon, dated February 9, 2011
4.370.**	Account Pledge Agreement between SIG Asset Holdings Limited and Wilmington Trust (London) Limited, dated February 9, 2011
4.371.**	Confirmation and Amendment Agreement relating to a non-accessory security (in respect of IP assignments, security transfer agreements, global assignment agreements and Security Purpose Agreements) between SIG Combibloc Group AG and The Bank of New York Mellon, as collateral agent, dated February 9, 2011
4.372.	[Reserved]
4.373.	[Reserved]
4.374.**	Amendment Agreement relating to a Floating Charge Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011.
4.375.**	Amendment Agreement relating to a Charge and Security Deposit Over Bank Accounts Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011.
4.376.**	Amendment Agreement relating to a Fixed Charge Agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011.
4.377.	[Reserved]
4.378.**	Amendment Agreement in respect of a Quota Charge Agreement of CSI Hungary Manufacturing and Trading Limited Liability Company among Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated February 9, 2011
4.379.**	Confirmation Agreement, dated February 9, 2011, among Reynolds Group Holding Limited, Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.A., Reynolds Group Issuer (Luxembourg) S.A., Evergreen Packaging (Luxembourg) S.àr.l. and The Bank of New York Mellon, as collateral agent.

II-175

Exhibit Number	Exhibit Description
4.380.**	Acknowledgement of Floating Lien Pledge Agreement among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice México, S. de R.L. de C.V.) and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon, as collateral agent, dated February 9, 2011.
4.381.**	Acknowledgement of Security Trust Agreement by CSI en Saltillo and The Bank of New York Mellon, as collateral agent, dated February 9, 2011.
4.382.**	Acknowledgement of Equity and Partnership Interests Pledge Agreements over Evergreen Packaging Mexico, Reynolds Metals and Maxpack (succeeded by Pactiv Foodservice México, S. de R.L. de C.V.) among Closure Systems International B.V., Evergreen Packaging International B.V., CSI Mexico LLC, Closure Systems Mexico Holdings LLC and The Bank of New York Mellon, dated February 9, 2011.
4.383.**	Confirmation and Amendment Agreement among SIG Combibloc Group AG, Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and The Bank of New York Mellon, as collateral agent, dated February 9, 2011.
4.384.**	Confirmation Letter, dated February 9, 2011, by SIG Combibloc Ltd. to Credit Suisse AG, as administrative agent and Wilmington Trust (London) Limited, as collateral agent.
4.385.**	Third Amendment to the Quota Pledge Agreement, dated as of March 2, 2011, granted by Closure Systems International B.V. and Closure Systems International Holdings Inc. in favor of The Bank of New York Mellon as collateral agent and acknowledged by Closure Systems International (Brazil) Sistemas de Vedação Ltda.
4.386.**	Fourth Amendment to the Pledge Agreement Over Receivables and Other Credit Rights between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011.
4.387.**	Third amendment to the Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011.
4.388.**	Third amendment to the Pledge Agreement Over Inventory, Equipment and Other Assets between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
4.389.**	Third amendment to the Accounts Pledge Agreement between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
4.390.**	Fourth Amendment to the Pledge Agreement Over Receivables and Other Credit Rights between SIG Combibloc do Brasil Ltda. and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
4.391.**	Third Amendment to the Quota Pledge Agreement over quotas in SIG Beverages Brasil Ltda. between SIG Euro Holding AG & Co. KGaA and SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011
4.392.**	Third Amendment to Quota Pledge Agreement, dated as of March 2, 2011, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.393.**	Account Pledge Agreement, dated as of March 2, 2011, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent

II-176

Exhibit Number	Exhibit Description
4.394.**	Account Pledge Agreement, dated as of March 2, 2011, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent
4.395.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent
4.396.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent
4.397.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent
4.398.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
4.399.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent
4.400.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent
4.401.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent
4.402.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent
4.403.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent
4.404.	[Reserved]
4.405.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG allCap AG and The Bank of New York Mellon as collateral agent
4.406.**	Account Pledge Agreement, dated as of March 2, 2011, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent
4.407.**	Junior Share and Partnership Interest Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KG aA among SIG Combibloc Group AG, SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and The Bank of New York Mellon as collateral agent, dated as of March 2, 2011, and acknowledged by SIG Euro Holding AG & Co. KGaA.
4.408.**	Share Pledge Agreement Relating to the Shares in Closure Systems International Deutschland GmbH between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent and pledgee.
4.409.**	Share Pledge Agreement Relating to the Shares in Closure Systems International Holdings (Germany) GmbH between Closure Systems International B.V. and The Bank of New York Mellon as collateral agent and pledgee
4.410.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Holding GmbH between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent and pledgee
4.411.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Systems GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and SIG Combibloc GmbH between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent and pledge
4.412.**	Share Pledge Agreement Relating to the Shares in SIG Combibloc Zerspanungstechnik GmbH between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent and pledgee

II-177

Exhibit Number	Exhibit Description
4.413.**	Share Pledge Agreement Relating to the Shares in SIG Beverages Germany GmbH, SIG International Services GmbH, SIG Information Technology GmbH, SIG Combibloc GmbH and SIG Combibloc Holdings GmbH between SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon as collateral agent and pledgee
4.414.**	Confirmation and Amendment Agreement relating to non-accessory security, dated as of March 2, 2011, between Closure Systems International Deutschland GmbH, Closure Systems International Holdings (Germany) GmbH, SIG Beverages Germany GmbH, SIG Combibloc GmbH, SIG Combibloc Holding GmbH, SIG Combibloc Systems GmbH, SIG Combibloc Zerspanungstechnik GmbH, SIG Euro Holding AG & Co. KgaA, SIG Information Technology GmbH, SIG International Services GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), SIG Technology AG and The Bank of New York Mellon as collateral agent
4.415.**	Confirmation and Amendment Agreement in respect of Luxembourg law security, dated as of March 2, 2011, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
4.416.**	Confirmation and Amendment Agreement relating to the Swiss law security documents, dated as of March 2, 2011, among SIG allCap AG, SIG Combibloc (Schweiz), SIG Combibloc Procurement AG, SIG Reinag AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG Technology AG and The Bank of New York Mellon as collateral agent
4.417.**	Deed of Confirmation and Amendment Agreement in respect of the share pledge over SIG Combibloc Ltd., dated March 2, 2011, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent
4.418.	[Reserved]
4.419.**	Account Pledge Agreement, dated as of March 2, 2011, between Pactiv Deutschland Holdinggesellschaft MBH and The Bank of New York Mellon as collateral agent
4.420.**	Account Pledge Agreement, dated as of March 2, 2011, between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent
4.421.**	Account Pledge Agreement, dated as of March 2, 2011, between Omni-Pac GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent
4.422.	[Reserved]
4.423.**	Share Pledge Agreement Relating to the Shares in Pactiv Deutschland Holdinggesellschaft MBH, dated as of March 2, 2011, among Pactiv Hamburg Holdings GmbH, Pactiv Corporation (now known as Pactiv LLC) and The Bank of New York Mellon as collateral agent and pledgee
4.424.**	Share Pledge Agreement Relating to the Shares in Omni-Pac Ekco GmbH Verpackungsmittel and Omni-Pac Gmbh, dated as of March 2, 2011, between Pactiv Deutschland Holdinggesellschaft MBH and The Bank of New York Mellon as collateral agent and pledgee
4.425.	[Reserved]
4.426.**	Floating Lien Pledge Agreement, dated April 19, 2011, given by Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V. and Pactiv Mexico, S. de R.L. de C.V. in favour of The Bank of New York Mellon as collateral agent.
4.427.**	Equity Interests Pledge Agreement, dated April 19, 2011, by Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., Central de Bolsas, S. de R.L. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv Corporation (now known as Pactiv LLC) and Pactiv International Holdings Inc. in favour of The Bank of New York Mellon as collateral agent.

II-178

Exhibit Number	Exhibit Description
4.428.	[Reserved]
4.429.	[Reserved]
4.430.	[Reserved]
4.431.	[Reserved]
4.432.	[Reserved]
4.433.	[Reserved]
4.434.	[Reserved]
4.435.	[Reserved]
4.436.**	Third Amendment to Quota Pledge Agreement, dated as of June 7, 2011, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.437.**	Confirmation Agreement, dated June 7, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.438.**	Account Pledge Agreement, dated June 7, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.439.**	Account Pledge Agreement, dated June 7, 2011, between SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.440.**	Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KG aA, dated June 7, 2011, among SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon.
4.441.**	Amendment Agreement No. 3 relating to a Charge and Security Deposit Over Bank Accounts Agreement between Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent, dated June 7, 2011.
4.442.**	Confirmation and Amendment Agreement dated June 7, 2011, among Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.443.**	NY Law Confirmation Agreement, dated August 5, 2011 by SIG Combibloc Ltd.
4.444.**	Amendment to Quota Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedação Ltda, dated September 8, 2011, among Closures Systems International B.V., Closure Systems International Holdings Inc. and The Bank of New York Mellon
4.445.**	Amendment to Pledge Agreement over Receivables and other Credit Rights in favor of Closure Systems International (Brazil) Sistemas de Vedação Ltda, dated September 8, 2011
4.446.**	Amendment to Accounts Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedação Ltda, dated September 8, 2011
4.447.**	Amendment to Pledge Agreement over Inventory, Equipment and other Assets in favor of Closure Systems International (Brazil) Sistemas de Vedação Ltda, dated September 8, 2011
4.448.**	Amendment to Accounts Pledge Agreement in favor of SIG Combibloc do Brasil, dated September 8, 2011
4.449.**	Amendment to Pledge Agreement over Receivables and other Credit Rights in favor of SIG Combibloc do Brasil, dated September 8, 2011
4.450.**	Amendment to Quota Pledge Agreement in favor of SIG Beverages Brasil, dated September 8, 2011, among SIG Beverages GmbH, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon
4.451.**	Account Pledge Agreement, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011

II-179

Exhibit Number	Exhibit Description
4.452.**	Account Pledge Agreement, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.453.**	Account Pledge Agreement, between SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.454.**	Account Pledge Agreement, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.455.**	Account Pledge Agreement, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.456.**	Account Pledge Agreement, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.457.**	Account Pledge Agreement, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH) and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.458.**	Account Pledge Agreement, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.459.**	Account Pledge Agreement, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.460.**	Account Pledge Agreement, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.461.**	Account Pledge Agreement, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.462.	[Reserved]
4.463.**	Account Pledge Agreement, between Pactiv Deutschland Holdinggesellschaft mbH and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.464.**	Account Pledge Agreement, between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.465.**	Account Pledge Agreement, between Omni-Pac GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.466.**	Account Pledge Agreement, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.467.	[Reserved]
4.468.**	Account Pledge Agreement, between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.469.**	Account Pledge Agreement, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.470.**	Account Pledge Agreement, between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.471.**	Non notarial share and interest pledge agreement relating to shares in SIG Euro Holding AG & Co. KG aA, among SIG Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), dated September 8, 2011
4.472.**	Notarial Share Pledge Agreement in respect of Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG Euro Holding AG & Co. KG aA, SIG Beverages Germany GmbH, SIG Combibloc GmbH, SIG Combibloc Holding GmbH, SIG Vietnam Beteiligungs GmbH (now known as SIG Beteilingungs GmbH), SIG Information, Technology GmbH, SIG International Services GmbH, SIG

II-180

Exhibit Number	Exhibit Description
	Combibloc Systems GmbH, SIG Combibloc Zerspanungstechnik GmbH, Pactiv Hamburg Holdings GmbH, Pactiv Deutschland Holdinggesellschaft mbH, Omni-Pac Ekco GmbH Verpackungsmittel and Omni-Pac GmbH Verpackungsmittel, among Closure Systems International B.V., SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.473.**	Non-accessory Security Confirmation and Amendment Agreement in respect of IP Assignments, Security Transfer Agreements, Global Assignment Agreements and Security Purpose Agreements, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.474.**	Deed of Confirmation and Amendment relating to a debenture between SIG Combibloc Limited (Hong Kong) and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.475.**	Deed of Confirmation and Amendment relating to a share charge over shares in SIG Combibloc Limited (Hong Kong) between SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.476.	[Reserved]
4.477.**	Deed of Confirmation and Amendment relating to a share charge over shares in Evergreen Packaging (Hong Kong) Limited between Evergreen Packaging International B.V. and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.478.**	Deed of Confirmation and Amendment relating to a debenture between Closure Systems International (Hong Kong) Limited and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.479.**	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.480.**	Amendment Agreement No. 3 relating to a quota charge agreement over quotas in CSI Hungary Manufacturing and Trading Limited Liability Company between Closure Systems International B.V., CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.481.**	Amendment agreement No. 5 relating to a floating charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.482.**	Amendment agreement No. 5 relating to a charge and security deposit over bank accounts agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.483.**	Amendment agreement No. 5 relating to a fixed charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.484.**	Amendment agreement No. 5 relating to a quota charge agreement over quotas in Closure Systems International Holdings (Hungary) Kft. (succeeded by CSI Hungary Manufacturing and Trading Limited Liability Company) between Closure Systems International B.V., Closure Systems International Holdings (Hungary) Kft. and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.485.	[Reserved]
4.486.	[Reserved]

II-181

Exhibit Number	Exhibit Description
4.487.**	Confirmation Agreement in respect of Luxembourg security regarding Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I. S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and Evergreen Packaging (Luxembourg) S.à.r.l., dated September 8, 2011, among SIG Combibloc Holding GmbH, Reynolds Group Holdings Limited and The Bank of New York Mellon
4.488.**	Acknowledgement Agreement in respect of a Floating Lien Pledge Agreement between Bienes Industriales del Norte, S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V., and Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice México S. de R.L. de C.V.) and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.489.**	Acknowledgement Agreement in respect of a Security Trust Agreement between CSI en Saltillo, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.490.**	Acknowledgement Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.491.**	Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and SIG Combibloc Group AG, and The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.492.**	Deed of Confirmation and Amendment relating to a debenture granted by J. & W. Baldwin (Holdings) Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.493.**	Deed of Confirmation and Amendment relating to a debenture granted by The Baldwin Group Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.494.**	Deed of Confirmation and Amendment relating to a debenture granted by Omni-Pac U.K. Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.495.**	Deed of confirmation and amendment relating to a debenture granted by Ivex Holdings, Ltd. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.496.**	Deed of confirmation and amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.497.**	Deed of confirmation and amendment relating to a debenture granted by Kama Europe Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.498.**	Deed of confirmation and amendment relating to a debenture granted by Reynolds Consumer Products (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.499.**	Deed of confirmation and amendment relating to a pledge of shares in Reynolds Consumer Products (UK) Limited granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011

II-182

Exhibit Number	Exhibit Description
4.500.**	Deed of confirmation and amendment relating to a debenture granted by Reynolds Subco (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.501.**	Deed of confirmation and amendment relating to a debenture granted by Closure Systems International (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.502.**	Deed of confirmation and amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.503.	[Reserved]
4.504.	[Reserved]
4.505.**	Deed of confirmation and amendment relating to a debenture granted by SIG Combibloc Limited in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.506.**	Deed of confirmation and amendment relating to a pledge of shares in SIG Combibloc Ltd. granted by SIG Combibloc Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.507.**	Deed of Confirmation and Amendment in respect of a security over cash agreement granted by CSI Hungary Manufacturing and Trading Limited Liability Company in favour of Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.508.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.509.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.510.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by CSI Lux following the merger with CSI Lux and RCP Lux, by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.511.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.512.**	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) I S.A. in favour of The Bank of New York Mellon as collateral agent, dated September 8, 2011
4.513.**	Fixed Charge over Account between Whakatane Mill Limited and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.514.**	Share Pledge Amendment between SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated September 8, 2011
4.515.**	Fourth Amendment to Quota Pledge Agreement, dated as of October 14, 2011, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.516.**	Confirmation Agreement, dated October 14, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent

II-183

Exhibit Number	Exhibit Description
4.517.**	Account Pledge Agreement, dated October 14, 2011, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.518.**	Account Pledge Agreement, dated October 14, 2011, between SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.519.**	Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KG aA, dated October 14, 2011, among SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon.
4.520.**	Amendment Agreement No. 4 relating to a Charge and Security Deposit Over Bank Accounts Agreement between Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent, dated October 14, 2011.
4.521.**	Confirmation and Amendment Agreement dated October 14, 2011, among Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.522.***	Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) IV S.à r.l., dated as of March 20, 2012, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
4.523.***	Pledge Over Shares Agreement in Beverage Packaging Factoring (Luxembourg) S.à r.l., dated as of March 20, 2012, between Beverage Packaging Holdings (Luxembourg) IV S.à r.l. and The Bank of New York Mellon as collateral agent
4.524.†	Eighth Amendment to Quota Pledge Agreement, dated as of November 7, 2012, granted by SIG Austria Holding GmbH in favor of The Bank of New York Mellon as collateral agent and acknowledged by SIG Combibloc do Brasil Ltda.
4.525.†	Confirmation Agreement, dated November 7, 2012, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.526.†	Account Pledge Agreement, dated November 7, 2012, between SIG Austria Holding GmbH and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.527.†	Account Pledge Agreement, dated November 7, 2012, between SIG Combibloc GmbH & Co. KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.528.†	Pledge Agreement relating to shares in SIG Euro Holding AG & Co. KG aA, dated November 7, 2012, among SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon.
4.529.†	Amendment Agreement No. 5 relating to a Charge and Security Deposit Over Bank Accounts Agreement between Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent, dated November 7, 2012.
4.530.†	Confirmation and Amendment Agreement dated November 7, 2012, among SIG Combibloc GmbH & Co KG and Wilmington Trust (London) Limited in its capacity as additional Collateral Agent
4.531.†	Fifth Amendment to Quota Pledge Agreement in favor of Closure Systems International (Brazil) Sistemas de Vedação Ltda, dated November 7, 2012, among Closures Systems International B.V., Closure Systems International Holdings Inc. and The Bank of New York Mellon
4.532.†	Seventh Amendment to Pledge Agreement over Receivables and other Credit Rights between Closure Systems International (Brazil) Sistemas de Vedação Ltda and The Bank of New York Mellon, dated November 7, 2012

II-184

Exhibit Number	Exhibit Description
4.533.†	Fifth Amendment to Accounts Pledge Agreement between Closure Systems International (Brazil) Sistemas de Vedação Ltda and The Bank of New York Mellon, dated November 7, 2012
4.534.†	Fifth Amendment to Pledge Agreement over Inventory, Equipment and other Assets between Closure Systems International (Brazil) Sistemas de Vedação Ltda and The Bank of New York Mellon, dated November 7, 2012
4.535.†	Fifth Amendment to Accounts Pledge Agreement between SIG Combibloc do Brasil and The Bank of New York Mellon, dated November 7, 2012
4.536.†	Seventh Amendment to Pledge Agreement over Receivables and other Credit Rights between SIG Combibloc do Brasil and The Bank of New York Mellon, dated November 7, 2012
4.537.†	Fifth Amendment to Quota Pledge Agreement in favor of SIG Beverages Brasil, dated November 7, 2012, among SIG Beverages Germany GmbH, SIG Euro Holding AG & Co. KGaA and The Bank of New York Mellon
4.538.†	Account Pledge Agreement, between Closure Systems International Holdings (Germany) GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.539.†	Account Pledge Agreement, between Closure Systems International Deutschland GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.540.†	Account Pledge Agreement, between SIG Euro Holding AG & Co. KG aA and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.541.†	Account Pledge Agreement, between SIG Beverages Germany GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.542.†	Account Pledge Agreement, between SIG Combibloc GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.543.†	Account Pledge Agreement, between SIG Combibloc Holding GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.544.†	Account Pledge Agreement, between SIG Beteiligungs GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.545.†	Account Pledge Agreement, between SIG Information Technology GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.546.†	Account Pledge Agreement, between SIG International Services GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.547.†	Account Pledge Agreement, between SIG Combibloc Systems GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.548.†	Account Pledge Agreement, between SIG Combibloc Zerspanungstechnik GmbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.549.†	Account Pledge Agreement, between Pactiv Deutschland Holdinggesellschaft mbH and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.550.†	Account Pledge Agreement, between Omni-Pac Ekco GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.551.†	Account Pledge Agreement, between Omni-Pac GmbH Verpackungsmittel and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.552.†	Account Pledge Agreement, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.553.†	Account Pledge Agreement, between SIG allCap AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012

II-185

Exhibit Number	Exhibit Description
4.554.†	Account Pledge Agreement, between SIG Combibloc Procurement AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.555.†	Account Pledge Agreement, between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.556.†	Non notarial share and interest pledge agreement relating to shares in SIG Euro Holding AG & Co. KG aA, among SIG Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG, dated November 7, 2012
4.557.†	Notarial Share Pledge Agreement in respect of Closure Systems International Holdings (Germany) GmbH, Closure Systems International Deutschland GmbH, SIG Euro Holding AG & Co. KG aA, SIG Beverages Germany GmbH, SIG Combibloc GmbH, SIG Combibloc Holding GmbH, SIG Beteiligungs GmbH, SIG Information, Technology GmbH, SIG International Services GmbH, SIG Combibloc Systems GmbH, SIG Combibloc Zerspanungstechnik GmbH, Pactiv Deutschland Holdinggesellschaft mbH, Omni-Pac Ekco GmbH Verpackungsmittel and Omni-Pac GmbH Verpackungsmittel, among Closure Systems International B.V., SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.558.†	Non-accessory Security Confirmation and Amendment Agreement in respect of IP Assignments, Security Transfer Agreements, Global Assignment Agreements and Security Purpose Agreements, between SIG Combibloc Group AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.559.†	Deed of Confirmation and Amendment relating to a debenture between SIG Combibloc Limited (Hong Kong) and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.560.†	Deed of Confirmation and Amendment relating to a share charge over shares in SIG Combibloc Limited (Hong Kong) between SIG Combibloc Group AG and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.561.†	Deed of Confirmation and Amendment relating to a debenture between Closure Systems International (Hong Kong) Limited and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.562.†	Deed of Confirmation and Amendment relating to a share charge over shares in Closure Systems International (Hong Kong) Limited between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.563.†	Deed of Confirmation and Amendment relating to a share charge over 65% shares in Graham Packaging Asia Limited between Graham Packaging Company, L.P. and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.564.†	Amendment agreement No. 6 relating to a floating charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.565.†	Amendment agreement No. 6 relating to a charge and security deposit over bank accounts agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.566.†	Amendment agreement No. 6 relating to a fixed charge agreement between CSI Hungary Manufacturing and Trading Limited Liability Company and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.567.†	Amendment agreement No. 6 relating to a quota charge agreement over quotas in Closure Systems International Holdings (Hungary) Kft. (succeeded by CSI Hungary Kft.) between Closure Systems International B.V. and Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012

II-186

Exhibit Number	Exhibit Description
4.568.†	Confirmation Agreement in respect of Luxembourg security regarding Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I. S.A., Beverage Packaging Holdings (Luxembourg) II S.A. and Beverage Packaging Holdings (Luxembourg) III S.à.r.l., dated September 28, 2012, among Reynolds Group Holdings Limited, Graham Packaging Company, L.P. and The Bank of New York Mellon
4.569.†	Confirmation Agreement in respect of Luxembourg security regarding Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. and Evergreen Packaging (Luxembourg) S.à.r.l., dated November 7, 2012, among SIG Combibloc Holding GmbH and The Bank of New York Mellon
4.570.†	Pledge over receivables agreement, dated November 7, 2012, between Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. and The Bank of New York Mellon
4.571.†	Pledge over CPECs agreement, dated November 7, 2012, between Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and The Bank of New York Mellon
4.572.†	Acknowledgement Agreement in respect of a Floating Lien Pledge Agreement between Bienes Industriales del Norte, S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Reynolds Metals Company de Mexico, S. de R.L. de C.V., Pactiv México, S. de R.L. de C.V., Pactiv Foodservice México S. de R.L. de C.V. Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V. and Servicio Terrestre Jaguar, S.A. de C.V., and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.573.†	Acknowledgement Agreement in respect of a Security Trust Agreement between CSI en Saltillo, S. de R.L. de C.V. and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.574.†	Acknowledgement Agreement in respect of Equity Interests Pledge Agreement between Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V. Pactiv México, S. de R.L. de C.V., Pactiv Foodservice México, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv LLC and Pactiv International Holdings Inc. and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.575.†	Confirmation and Amendment Agreement among Beverage Packaging Holdings (Luxembourg) III S.à r.l., SIG allCap AG, SIG Combibloc Group AG, SIG Combibloc (Schweiz) AG, SIG Combibloc Procurement AG, SIG Schweizerische Industrie-Gesellschaft AG, SIG Technology AG and The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.576.†	Deed of Confirmation and Amendment relating to a debenture granted by J. & W. Baldwin (Holdings) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.577.†	Deed of Confirmation and Amendment relating to a debenture granted by The Baldwin Group Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.578.†	Deed of Confirmation and Amendment relating to a debenture granted by Omni-Pac U.K. Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012

II-187

Exhibit Number	Exhibit Description
4.579.†	Deed of confirmation and amendment relating to a debenture granted by Ivex Holdings, Ltd. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.580.†	Deed of confirmation and amendment relating to a pledge of shares in Ivex Holdings, Ltd. granted by Reynolds Packaging International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.581.†	Deed of confirmation and amendment relating to a debenture granted by Kama Europe Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.582.†	Deed of confirmation and amendment relating to a debenture granted by Reynolds Consumer Products (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.583.†	Deed of confirmation and amendment relating to a pledge of shares in Reynolds Consumer Products (UK) Limited granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.584.†	Deed of confirmation and amendment relating to a debenture granted by Reynolds Subco (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.585.†	Deed of confirmation and amendment relating to a debenture granted by Closure Systems International (UK) Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.586.†	Deed of confirmation and amendment relating to a pledge of shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.587.†	Deed of confirmation and amendment relating to a debenture granted by SIG Combibloc Limited in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.588.†	Deed of confirmation and amendment relating to a pledge of shares in SIG Combibloc Ltd. granted by SIG Combibloc Holding GmbH in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.589.†	Deed of Confirmation and Amendment in respect of a security over cash agreement granted by CSI Hungary Manufacturing and Trading Limited Liability Company in favour of Wilmington Trust (London) Limited as collateral agent, dated November 7, 2012
4.590.†	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.591.†	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent, dated November 7, 2012
4.592.†	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by CSI Lux following the merger with CSI Lux and RCP Lux, by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
4.593.†	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012

II-188

Exhibit Number	Exhibit Description
4.594.†	Deed of Confirmation and Amendment in respect of a security assignment of contractual rights under a specific contract granted by Beverage Packaging Holdings (Luxembourg) I S.A. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
4.595.†	Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Consumer Products Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
4.596.†	Deed of Confirmation and Amendment relating to an English law security over cash agreement granted by Reynolds Presto Products Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
4.597.†	Security over Cash Agreement to be granted by Closure Systems International Inc. in favour of The Bank of New York Mellon as collateral agent, dated September 28, 2012
4.598.†	Pledge Over Shares Agreement in Beverage Packaging Holdings (Luxembourg) V S.A., dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon as collateral agent
4.599.†	Pledge Over Bank Accounts Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A. and The Bank of New York Mellon as collateral agent
4.600. †	Termination and Release Agreement, dated as of December 20, 2012, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon as collateral agent
5.1.†	Opinion of Debevoise & Plimpton LLP (New York)
5.2.†	Opinion of Richards, Layton & Finger, P.A.
5.3.†	Opinion of Sher Garner Cahill Richter Klein McAllister and Hilbert L.L.C.
5.4.	[Reserved]
5.5.	[Reserved]
5.6.†	Opinion of Roberts & Stevens, P.A.
5.7.†	Opinion of Corrs Chambers Westgarth
5.8.†	Opinion of Schoenherr Rechtsanwaelte GmbH
5.9.†	Opinion of Levy & Salomão Advogados
5.10.†	Opinion of Harney Westwood & Riegels
5.11.†	Opinion of Blake, Cassels & Graydon LLP
5.12.†	Opinion of Pacheco Coto
5.13.†	Opinion of Carey Olsen LLP
5.14.†	Opinion of Debevoise & Plimpton LLP (Germany)
5.15.†	Opinion of Freshfields Bruckhaus Deringer LLP (Hong Kong)
5.16.†	Opinion of Oppenheim Ügyvédi Iroda
5.17.†	Opinion of Freshfields Bruckhaus Deringer LLP (Japan)
5.18.†	Opinion of Loyens & Loeff, Avocats à la Cour
5.19.†	Opinion of Borda y Quintana, S.C.
5.20.†	Opinion of Freshfields Bruckhaus Deringer LLP (Netherlands)
5.21.†	Opinion of Bell Gully
5.22.†	Opinion of Pestalozzi Attorneys at Law Ltd

II-189

Exhibit Number	Exhibit Description
5.23.†	Opinion of Weerawong, Chinnavat & Peangpanor Ltd.
5.24.†	Opinion of Debevoise & Plimpton LLP (London)
5.25.†	Opinion of Ballard Spahr LLP
5.26.†	Opinion of Blank Rome LLP
5.27.†	Opinion of Vorys, Sater, Seymour and Pease LLP
5.28.†	Opinion of Jones Waldo Holbrook & McDonough, PC
10.1.*	Amendment No. 6 and Incremental Term Loan Assumption Agreement, dated August 9, 2011, by and among Reynolds Group Holdings Inc., Pactiv Corporation (now known as Pactiv LLC), Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for Lenders.
10.1.1.*	Second Amended and Restated Credit Agreement, dated as of August 9, 2011, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co KGAa, SIG Austria Holding GmbH, Pactiv Corporation (now known as Pactiv LLC), the other Borrowers set forth therein, Reynolds Group Holdings Limited, the Lenders and Credit Suisse AG, as administrative Agent (as filed as Annex A to Amendment No. 6 and Incremental Term Loan Assumption Agreement).
10.1.2.**	Borrowing Subsidiary Agreement, dated as of November 16, 2010, among Reynolds Group Holdings Inc., a Delaware corporation, Reynolds Consumer Products Holdings Inc. a Delaware corporation, Closure Systems International Holding Inc., a Delaware corporation, SIG Euro Holding AG & CO KGaA, a German partnership limited by shares, SIG Austria Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), Closure Systems International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, Reynolds Group Holdings Limited a New Zealand limited liability company, Pactiv Corporation (now known as Pactiv LLC), a Delaware corporation and Credit Suisse AG, as administrative agent
10.1.3.	[Reserved]
10.1.4.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between SIG Combibloc Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.5.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between CSI Latin American Holdings Corporation, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.6.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.1.7.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between CSI Closure Systems Manufacturing de Centro America, S.R.L. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.8.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Closure Systems International Holdings (Japan) KK and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

II-190

Exhibit Number	Exhibit Description
10.1.9.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Closure Systems International Japan, Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.10.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Closure Systems International (UK) Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.11.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Reynolds Consumer Products (UK) Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.12.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between SIG Combibloc Procurement AG and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.13.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 2, 2009, between Reynolds Subco (UK) Limited (f/k/a BACO Consumer Products Limited) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.14.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between Closure Systems International (Brazil) Sistemas de Vedação Ltda. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.15.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between SIG Asset Holdings Ltd. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.16.	[Reserved]
10.1.17.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between CSI Hungary Manufacturing and Trading Limited Liability Company and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.18.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between Bienes Industriales del Norte S.A. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.19.**	Guarantor Joinder to the Credit Agreement, dated as of January 29, 2010, between CSI en Ensenada, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.20.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between CSI en Saltillo, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.21.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between CSI Tecniservicio, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.22.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between Grupo CSI de Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.23.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between Tecnicos de Tapas Innovativas S.A. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.24.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between SIG Combibloc Ltd., a Thailand entity and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

II-191

Exhibit Number	Exhibit Description
10.1.25.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of January 29, 2010, between SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.26.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of February 2, 2010, between Closure Systems International Americas, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.27.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.28.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging USA Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.29.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging International (US) Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.30.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Blue Ridge Holding Corp., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.31.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Blue Ridge Paper Products Inc., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.32.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between BRPP, LLC, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.33.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging Canada Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.34.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.À.R.L., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.35.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Whakatane Mill Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.36.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging International B.V., and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.37.	[Reserved]
10.1.38.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Evergreen Packaging Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.39.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 21, 2010 (as further amended, supplemented or otherwise modified from time to time) of SIG Combibloc do Brasil Ltda. among Reynolds Group Holdings Inc. , Reynolds Consumer Products Holdings, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGAA, SIG Austria Holding GmbH, Closures Systems International BV, Reynolds Group Holdings Limited the Lenders listed there to and Credit Suisse AG, as administrative agent, dated March 30, 2010

II-192

Exhibit Number	Exhibit Description
10.1.40.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 5, 2009 as amended by Amendment No. 1 dated as of January 21, 2010 (as further amended, supplemented or otherwise modified from time to time) of SIG Beverages Brasil Ltda among Reynolds Group Holdings Inc. , Reynolds Consumer Products Holdings, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGAA, SIG Austria Holding GmbH, Closures Systems International BV, Reynolds Group Holdings Limited the Lenders listed there to and Credit Suisse AG, as administrative agent, dated March 30, 2010
10.1.41.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of June 17, 2010, between Whakatane Mill Australia Pty Limited, and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.42.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.43.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Reynolds Metals Company de Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.44.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Maxpack, S. de R.L. de C.V. (succeeded by Pactiv Foodservice México S. de R.L. de C.V.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.45.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Reynolds Packaging International B.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.46.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Ivex Holdings, Ltd. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.47.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Kama Europe Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.48.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of May 4, 2010, between Reynolds Packaging Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.49.	[Reserved]
10.1.50.	[Reserved]
10.1.51.	[Reserved]
10.1.52.	[Reserved]
10.1.53.	[Reserved]
10.1.54.	[Reserved]
10.1.55.	[Reserved]
10.1.56.	[Reserved]
10.1.57.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Germany Holdings, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.1.58.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv International Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

II-193

Exhibit Number	Exhibit Description
10.1.59.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Management Company LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.60.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between PCA West Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.61.	[Reserved]
10.1.62.	[Reserved]
10.1.63.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Packaging Inc. (formerly PWP Industries, Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.64.	[Reserved]
10.1.65.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Newspring Canada Inc. (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.66.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Pactiv Canada Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.67.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between 798795 Ontario Limited (amalgamated into Pactiv Canada Inc.) and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.68.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between The Baldwin Group Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.69.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between J. & W. Baldwin (Holdings) Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.70.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 16, 2010, between Omni-Pac U.K. Limited and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.71.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of March 2, 2011, between Pactiv Hamburg Holdings GmbH, Pactiv Deutschland Holdinggesellschaft MBH, Omni-Pac Ekco GmbH Verpackungsmittel, Omni-Pac Gmbh Verpackungsmittel and Credit Suisse AG, as administrative agent.
10.1.72.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of April 19, 2011, between Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv Mexico, S. de R.L. de C.V. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.73.	[Reserved]
10.1.74.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of August 19, 2011, between Bucephalas Acquisition Corp. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.75.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of September 8, 2011, between Graham Packaging Company Inc., GPC Holdings LLC, BCP/Graham Holdings L.L.C. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

II-194

Exhibit Number	Exhibit Description
10.1.76.**	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of October 14, 2011, between Reynolds Manufacturing, Inc., RenPac Holdings Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
10.1.77.***	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of March 20, 2012, between certain additional guarantors and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.1.78.†	Amendment No. 7 and Incremental Term Loan Assumption Agreement, dated as of September 28, 2012, by and among Reynolds Group Holdings Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.à.r.l., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders.
10.1.79.†	Third Amended and Restated Credit Agreement, dated as of September 28, 2012, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC, the other Borrowers set forth therein, Reynolds Group Holdings Limited, the Lenders party thereto and Credit Suisse AG, as Administrative Agent (as filed as Annex A to Amendment No. 7 and Incremental Term Loan Assumption Agreement).
10.1.80.†	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of November 7, 2012, between International Tray Pads & Packaging, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.1.81.†	Guarantor Joinder to the Credit Agreement (Joinder to First Lien Intercreditor Agreement), dated as of December 14, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A. and Credit Suisse AG, Cayman Islands Branch, as administrative agent
10.2.1.*	8% Senior Notes due 2016 Indenture, dated as of June 29, 2007, as amended, supplemented or otherwise modified, between, among others, Beverage Packaging Holdings II S.A., Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l., The Bank of New York Mellon (formerly The Bank of New York) as trustee, principal paying agent, registrar and transfer agent and Credit Suisse AG (formerly Credit Suisse) as security agent, relating to the issuance by Beverage Packaging Holdings II S.A. of 8% Senior Notes due 2016 in the aggregate principal amount of €480,000,000
10.2.2.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Holding USA Inc., The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.3.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Inc., The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.4.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Group AG (formerly SIG Holding AG), The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.5.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG allCap AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.

II-195

Exhibit Number	Exhibit Description
10.2.6.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc (Schweiz) AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.7.	[Reserved]
10.2.8.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Technology AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.9.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Beverages Germany GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.10.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Beteiligungs GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.11.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.12.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Holding GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.13.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Systems GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.14.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Combibloc Zerspanungstechnik GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.15.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Information Technology GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.16.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG International Services GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.17.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Euro Holding AG & Co. KG aA, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.2.18.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems International Holdings (Germany) GmbH, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.19.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.20.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.21.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-196

Exhibit Number	Exhibit Description
10.2.22.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.23.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Group Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.24.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.25.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.26.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems International Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.27.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems International Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.28.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Packaging Machinery Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.29.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closure Systems Mexico Holdings LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.30.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between CSI Mexico LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.31.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Southern Plastics, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.32.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between CSI Sales & Technical Services Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.33.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.34.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Bakers Choice Products, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.35.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.36.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products Inc. (formerly Reynolds Foil Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.37.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Reynolds Services Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-197

Exhibit Number	Exhibit Description
10.2.38.	[Reserved]
10.2.39.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between SIG Combibloc Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.40.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Closure Systems International (UK) Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.41.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Reynolds Consumer Products (UK) Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.42.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Reynolds Subco (UK) Limited (f/k/a BACO Consumer Products Limited), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.43.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between CSI Latin American Holdings Corporation, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.44.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.45.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between CSI Closure Systems Manufacturing de Centro America, S.R.L., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.46.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Closure Systems International Holdings (Japan) KK, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.47.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between Closure Systems International Japan, Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.48.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 2, 2009, between SIG Combibloc Procurement AG, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.49.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of January 29, 2010, between SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.50.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Blue Ridge Holding Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.51.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Blue Ridge Paper Products Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.52.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging International (US) Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.53.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-198

Exhibit Number	Exhibit Description
10.2.54.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging USA Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.55.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between BRPP, LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.56.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging Canada Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.57.	[Reserved]
10.2.58.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.à r.l., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.59.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging México, S. de R.L. de C.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.60.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Evergreen Packaging International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.61.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of May 4, 2010, between Whakatane Mill Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.62.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.63.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Reynolds Metals Company de Mexico S. de. R.L de C.V. , The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.64.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Maxpack S. de. R.L de C.V. (succeeded by Pactiv Foodservice México, S. de R.L. de C.V.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.65.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Reynolds Packaging International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.66.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Kama Europe Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.67.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Ivex Holdings, Ltd., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.68.**	Supplemental Indenture to the 8% Senior Notes due 2016, dated September 1, 2010 among Reynolds Packaging Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.69.	[Reserved]
10.2.70.	[Reserved]
10.2.71.	[Reserved]
10.2.72.	[Reserved]

II-199

Exhibit Number	Exhibit Description
10.2.73.	[Reserved]
10.2.74.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 16, 2010, between Pactiv Corporation (now known as Pactiv LLC) The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.75.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 16, 2010, between Pactiv Factoring LLC, Pactiv RSA LLC, Pactiv Retirement Administration LLC, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Management Company LLC, PCA West Inc., Prairie Packaging, Inc., PWP Holdings, Inc., Pactiv Packaging Inc. (formerly PWP Industries, Inc.), Newspring Industrial Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.76.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 16, 2010, between The Baldwin Group Limited, J. & W. Baldwin (Holdings) Limited, Omni-Pac UK Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.77.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 16, 2010, between Newspring Canada Inc., Pactiv Canada Inc., 798795 Ontario Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.78.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of March 2, 2011, among Pactiv Hamburg Holdings GmbH, Pactiv Deutschland Holdinggesellschaft MBH, Omni-Pac Ekco GmbH Verpackungsmittel, Omni-Pac Gmbh Verpackungsmittel, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.79.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of April 19, 2011, among Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv Mexico, S. de R.L. de C.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.80.	[Reserved]
10.2.81.	[Reserved]
10.2.82.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 5, 2009, between Closures Systems International (Luxembourg) S.à r.l. (succeeded by Beverage Packaging Holdings (Luxembourg) III S.à.r.l.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.83.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 20, 2007, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.84.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of August 19, 2011, between Bucephalas Acquisition Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.85.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of September 8, 2011, between Graham Packaging Company Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.86.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of September 8, 2011, between GPC Holdings LLC, BCP/Graham Holdings L.L.C., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.87.**	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of October 14, 2011, between Reynolds Manufacturing, Inc., RenPac Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-200

Exhibit Number	Exhibit Description
10.2.88.***	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of March 20, 2012, between certain additional guarantors, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.89.******	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of June 15, 2012, between The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.90.†	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of November 7, 2012, between International Tray Pads & Packaging, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.2.91.†	Supplemental Indenture to the 8% Senior Notes due 2016 Indenture, dated as of December 14, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.1.*	9.5% Senior Subordinated Notes due 2017 Indenture, dated as of June 29, 2007, as amended, supplemented or otherwise modified, between, among others, Beverage Packaging Holdings II S.A., Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l., The Bank of New York Mellon (formerly The Bank of New York) as trustee, principal paying agent, registrar and transfer agent and Credit Suisse AG (formerly Credit Suisse) as security agent, relating to the issuance by Beverage Packaging Holdings II S.A. of 9.5% Senior Subordinated Notes due 2017 in the aggregate principal amount of €420,000,000
10.3.2.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Holding USA Inc., The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.3.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Inc., The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.4.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Group AG (formerly SIG Holding AG), The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.5.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG allCap AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.6.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc (Schweiz) AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.7.	[Reserved]
10.3.8.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Technology AG, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.9.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Beverages Germany GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.10.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Beteiligungs GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.11.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.

II-201

Exhibit Number	Exhibit Description
10.3.12.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Holding GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.13.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Systems GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.14.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Combibloc Zerspanungstechnik GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.15.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Information Technology GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.16.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG International Services GmbH, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.17.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 20, 2007, between SIG Euro Holding AG & Co. KG aA, The Bank of New York Mellon (formerly The Bank of New York) and Beverage Packaging Holdings II S.A.
10.3.18.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems International Holdings (Germany) GmbH, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.19.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems International Deutschland GmbH, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.20.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.21.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.22.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.23.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Group Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.24.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.25.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Group Issuer LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.26.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems International Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-202

Exhibit Number	Exhibit Description
10.3.27.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems International Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.28.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Packaging Machinery Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.29.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Closure Systems Mexico Holdings LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.30.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between CSI Mexico LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.31.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Southern Plastics, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.32.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between CSI Sales & Technical Services Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.33.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.34.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Bakers Choice Products, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.35.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.36.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Consumer Products Inc. (formerly Reynolds Foil Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.37.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 5, 2009, between Reynolds Services Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.38.	[Reserved]
10.3.39.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between SIG Combibloc Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.40.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Closure Systems International (UK) Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.41.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Reynolds Consumer Products (UK) Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.42.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Reynolds Subco (UK) Limited (f/k/a BACO Consumer Products Limited), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-203

Exhibit Number	Exhibit Description
10.3.43.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between CSI Latin American Holdings Corporation, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.44.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Closure Systems International (Canada) Limited (amalgamated into Pactiv Canada Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.45.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between CSI Closure Systems Manufacturing de Centro America, S.R.L., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.46.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Closure Systems International Holdings (Japan) KK, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.47.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between Closure Systems International Japan, Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.48.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 2, 2009, between SIG Combibloc Procurement AG, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.49.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of January 29, 2010, between SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.50.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Blue Ridge Holding Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.51.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Blue Ridge Paper Products Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.52.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging International (US) Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.53.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.54.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging USA Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.55.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between BRPP, LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.56.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging Canada Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.57	[Reserved]
10.3.58.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging (Luxembourg) S.à r.l., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-204

Exhibit Number	Exhibit Description
10.3.59.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging México, S. de R.L. de C.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.60.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Evergreen Packaging International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.61.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 4, 2010, between Whakatane Mill Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.62.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Reynolds Food Packaging Canada Inc. (amalgamated into Pactiv Canada Inc.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.63.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Reynolds Metals Company de Mexico S. de. R.L de C.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.64.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Maxpack S. de. R.L de C.V. (succeeded by Pactiv Foodservice México, S. de R.L. de C.V.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.65.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Reynolds Packaging International B.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.66.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Kama Europe Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.67.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Ivex Holdings, Ltd., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.68.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Reynolds Packaging Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.69.	[Reserved]
10.3.70.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017, dated September 1, 2010 among Reynolds Food Packaging LLC, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.71.	[Reserved]
10.3.72.	[Reserved]
10.3.73.	[Reserved]
10.3.74.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 16, 2010, between Pactiv Corporation (now known as Pactiv LLC), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.75.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 16, 2010, between Pactiv Factoring LLC, Pactiv RSA LLC, Pactiv Retirement Administration LLC, Pactiv Germany Holdings, Inc., Pactiv International Holdings Inc., Pactiv Management Company LLC, PCA West Inc., Prairie Packaging, Inc., Pactiv Packaging Inc. (formerly PWP Industries, Inc.), PWP Holdings, Inc., Newspring Industrial Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-205

Exhibit Number	Exhibit Description
10.3.76.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 16, 2010, between The Baldwin Group Limited, J. & W. Baldwin (Holdings) Limited, Omni-Pac UK Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.77.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 16, 2010, between Newspring Canada Inc., Pactiv Canada Inc., 798795 Ontario Limited, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.78.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of March 2, 2011, among Pactiv Hamburg Holdings GmbH, Pactiv Deutschland Holdinggesellschaft MBH, Omni-Pac Ekco GmbH Verpackungsmittel, Omni-Pac Gmbh Verpackungsmittel, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.79.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of April 19, 2011, among Central de Bolsas, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv Mexico, S. de R.L. de C.V., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.80.	[Reserved]
10.3.81.	[Reserved]
10.3.82.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 2, 2011, between Closures Systems International (Luxembourg) S.à r.l.,(succeeded by Beverage Packaging Holdings (Luxembourg) III S.á,r.l.), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.83.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of May 2, 2011, between SIG Vietnam Beteiligungs GmbH (now known as SIG Beteiligungs GmbH), The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.84.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of August 19, 2011, between Bucephalas Acquisition Corp., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.85.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of September 8, 2011, between Graham Packaging Company Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.86.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of September 8, 2011, between GPC Holdings LLC, BCP/Graham Holdings L.L.C., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.87.**	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of October 14, 2011, between Reynolds Manufacturing, Inc., RenPac Holdings Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.88.***	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of October 14, 2011, between certain additional guarantors, The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.89.******	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of June 15, 2011, between The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.90.†	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of November 7, 2012, between International Tray Pads & Packaging, Inc., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.
10.3.91.†	Supplemental Indenture to the 9.5% Senior Subordinated Notes due 2017 Indenture, dated as of December 14, 2012, between Beverage Packaging Holdings (Luxembourg) V S.A., The Bank of New York Mellon and Beverage Packaging Holdings II S.A.

II-206

Exhibit Number	Exhibit Description
10.4.1.	Indenture, dated September 29, 1999, by and between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to Tenneco Packaging Inc.’s Registration Statement on Form S-4 (No. 333-82923) filed October 4, 1999)
10.4.2.	Second Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.3(c) to Pactiv Corporation’s Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
10.4.3.	Fourth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.3(e) to Pactiv Corporation’s Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
10.4.4.	Fifth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of November 4, 1999, between Pactiv Corporation (now known as Pactiv LLC) and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.3(f) to Pactiv Corporation’s Quarterly Report on Form 10-Q (No. 1-15157) filed November 18, 1999)
10.4.5.	Sixth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of June 25, 2007, between Pactiv Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Pactiv Corporation’s Current Report on Form 8-K (No. 1-15157) filed June 25, 2007)
10.4.6.	Seventh Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of June 25, 2007, between Pactiv Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to Pactiv Corporation’s Current Report on Form 8-K (No. 1-15157) filed June 25, 2007)
10.4.7.	Eighth Supplemental Indenture to the Indenture dated as of September 29, 1999, dated as of October 21, 2010, between Pactiv Corporation (now known as Pactiv LLC) and the Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to Pactiv Corporation’s Current Report on Form 8-K (No. 1-15157) filed October 22, 2010)
10.4.8.	Indenture, dated as of October 7, 2004, among Graham Packaging Company, L.P. and GPC Capital Corp. I and Graham Packaging Holdings Company, as guarantor, and The Bank of New York, as Trustee, relating to the Senior Subordinated Notes Due 2014 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by Graham Packaging Holdings Company (incorporated by reference to Exhibit 4.2 to Graham Packaging Holdings Company’s Current Report on Form 8-K (No. 333-53603-03) filed October 14, 2004)
10.4.9.	Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.11 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
10.4.10.	Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.13 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)

II-207

Exhibit Number	Exhibit Description
10.4.11.**	Supplemental Indenture, dated as of July 27, 2011, among Graham Packaging Company, L.P., GPC Capital Corp. I, Graham Packaging Holdings Company, the guarantors listed thereto and The Bank of New York Mellon, as Trustee, relating to the Senior Subordinated Notes due 2014
10.4.12.	Indenture, dated as of November 24, 2009, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2017 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated by reference to Exhibit 4.1 to Graham Packaging Holdings Company’s Current Report on Form 8-K (No. 333-53603-03) filed November 24, 2009)
10.4.13.	Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the Senior Notes due 2017 (incorporated by reference to Exhibit 4.12 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
10.4.14.	Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the Senior Notes due 2017 (incorporated by reference to Exhibit 4.14 to Graham Packaging Holdings Company’s Registration Statement on Form S-4/A (No. 333-167976-18) filed October 5, 2010)
10.4.15.	Indenture, dated as of September 23, 2010, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2018 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated by reference to Exhibit 4.1 to Graham Packaging Company Inc.’s Current Report on Form 8-K (No. 001-34621) filed September 29, 2010)
10.5.**	Reaffirmation Agreement, dated as of May 4, 2010 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee, principal agent, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.1.**	Supplement, dated August 27, 2010, to the Reaffirmation Agreement dated as of May 4, 2010 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent, The Bank of New York Mellon as Trustee under the 2009 Notes Indenture, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents

II-208

Exhibit Number	Exhibit Description
10.5.2.**	Reaffirmation Agreement, dated as of November 16, 2010 among Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Acquisition Corporation , Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.3.**	Supplement, dated January 14, 2011, to the Reaffirmation Agreement dated as of November 16, 2010 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc., SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent, The Bank of New York Mellon as Trustee under the October 2010 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.4.**	Reaffirmation Agreement, dated as of February 1, 2011, among Reynolds Group Holdings Limited, Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.5.**	Reaffirmation Agreement, dated as of February 9, 2011, among Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv Corporation (now known as Pactiv LLC), SIG Austria Holding GmbH, SIG Euro Holding AG & Co. KGaA, Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.6.**	Reaffirmation Agreement, dated March 2, 2011, among the Brazilian and German Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.7.**	Reaffirmation Agreement, dated March 2, 2011, among the Swiss Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents

II-209

Exhibit Number	Exhibit Description
10.5.8.**	Reaffirmation Agreement, dated as of June 7, 2011, among SIG Austria Holding GmbH, SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.9.**	Reaffirmation Agreement,, dated August 5, 2011, among SIG Combibloc Ltd., Credit Suisse AG, as administrative agent under the Credit Agreement and Wilmington Trust (London) Limited as collateral agent
10.5.10.**	Reaffirmation Agreement, dated as of September 8, 2011, among Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International B.V., Pactiv Corporation (now known as Pactiv LLC) , SIG Austria Holding GmbH, Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents
10.5.11.**	Reaffirmation Agreement, dated as of October 14, 2011, among SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and SIG Austria Holding GmbH, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the New 2011 Senior Secured Notes, The Bank of New York Mellon, as trustee under the 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor Agreement
10.5.12.†	Reaffirmation Agreement, dated as of September 28, 2012, among Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.à.r.l., SIG Euro Holding AG & Co. KGaA, Closure Systems International B.V., SIG Austria Holding GmbH, Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the Grantors listed on thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor Agreement.

II-210

Exhibit Number	Exhibit Description
10.5.13.†	Reaffirmation Agreement, dated as of November 7, 2012, among Reynolds Group Holdings Limited, the Grantors listed thereto, Credit Suisse AG, as administrative agent under the Credit Agreement, The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture, The Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture and The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents under the First Lien Intercreditor Agreement.
10.6.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Austria — SIG)
10.7.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI & RCP — Germany)
10.8.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Germany — SIG)
10.9.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Guernsey — SIG)
10.10.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI — Hong Kong)
10.11.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong — SIG)
10.12.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI — Japan)
10.13.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)
10.14.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland — SIG)
10.15.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Thailand — SIG)
10.16.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — CSI & RCP)
10.17.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — SIG)
10.18.**	Letter of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (US — SIG)
10.19.**	Deed Poll of Indemnification, dated October 8, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United States — CSI & RCP)
10.20.**	Indemnification Agreement, dated October 18, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI — Netherlands)
10.21.**	Letter of Indemnification, dated November 24, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland — SIG)
10.22.**	Amended and Restated Letter of Indemnification, dated December 15, 2009, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Supervisory Board of SIG Euro Holding AG & Co KGaA)

II-211

Exhibit Number	Exhibit Description
10.23.**	Letter of Indemnification, dated December 15, 2009, by Rank Group Limited for the benefit and in favour of Peter Holtmann (SIG Euro Holding AG & Co KGaA)
10.24.**	Deed Poll of Indemnification by Rank Group Limited relating to Directors and Officers of Rank Group Limited and other entities in favour and for the benefit of each Indemnified Person, dated December 22, 2009
10.25.**	Letter of Indemnification, dated February 15, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Austria — SIG)
10.26.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI Japan)
10.27.**	Indemnification Agreement, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI — Netherlands)
10.28.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — CSI & RCP)
10.29.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI & RCP — United States)
10.30.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI & RCP Germany)
10.31.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg — Evergreen)
10.32.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Holding AG & Co KGaA)
10.33.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (US — Evergreen)
10.34.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Evergreen — Hong Kong)
10.35.**	Indemnification Agreement, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Evergreen — Netherlands)
10.36.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)
10.37.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (CSI Hong Kong)
10.38.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Germany — SIG)
10.39.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Guernsey — SIG)
10.40.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong — SIG)
10.41.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland — SIG)
10.42.**	Deed Poll of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — SIG)
10.43.**	Letter of Indemnification, dated April 21, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (US — SIG)
10.44.**	Indemnification Agreement, dated June 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (SIG — Netherlands)

II-212

Exhibit Number	Exhibit Description
10.45.**	Letter of Indemnification, dated August 20, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Austria — SIG))
10.46.**	Indemnification Agreement, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)
10.47.**	Deed Poll of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (BP III — Luxembourg)
10.48.**	Deed Poll of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom)
10.49.**	Agreement of Indemnification, dated August 25, 2010, by Rank Group Limited for the benefit and in favour of the Indemnitees defined therein (United States)
10.50.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)
10.51.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — Closures, Reynolds Consumer Products and Reynolds Foodservice)
10.52.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — SIG)
10.53.**	Indemnification Agreement, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)
10.54.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)
10.55.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria — SIG)
10.56.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Closures — Hong Kong)
10.57.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Evergreen — Hong Kong)
10.58.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Guernsey — SIG)
10.59.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong — SIG)
10.60.**	Deed Poll of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan — Closures)
10.61.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland — SIG)
10.62.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Thailand — SIG)
10.63.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (US — SIG)
10.64.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — Closures)

II-213

Exhibit Number	Exhibit Description
10.65.**	Agreement of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — Evergreen)
10.66.**	Letter of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — SIG)
10.67.**	Agreement of Indemnification, dated September 13, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — Closures, Reynolds Consumer Products and Reynolds Foodservice)
10.68.	[Reserved]
10.69.	[Reserved]
10.70.**	Indemnity to Gail D. Lilley from Pactiv Canada Inc., dated November 16, 2010
10.71.**	Agreement of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv — United States)
10.72.**	Deed Poll of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv — United Kingdom)
10.73.**	Letter of Indemnification, dated November 16, 2010, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv — Germany)
10.74.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria — SIG)
10.75.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — Closures)
10.76.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — SIG)
10.77.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Guernsey — SIG)
10.78.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Closures and Evergreen — Hong Kong)
10.79.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong — SIG)
10.80.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan — Closures)
10.81.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)
10.82.**	Indemnification Agreement, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)
10.83.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)
10.84.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland — SIG)
10.85.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — Closures, Reynolds Consumer Products, Reynolds Foodservice and Pactiv)

II-214

Exhibit Number	Exhibit Description
10.86.**	Deed Poll of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — SIG)
10.87.**	Agreement of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — Closures, Reynolds Consumer Products, Evergreen, Reynolds Foodservice and Pactiv)
10.88.**	Letter of Indemnification, dated January 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (US — SIG)
10.89.**	Letter of Indemnification, dated March 1, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Pactiv — Germany)
10.90.**	Agreement of Indemnification, dated May 2, 2011, by , by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Dopaco — United States)
10.91.**	Indemnification Letter Agreement, dated as of October 15, 2009, between Rank Group Limited and Beverage Packaging Holdings (Luxembourg) III S.à r.l., in connection with the purchase of the Closures business
10.92.**	Indemnification Letter Agreement, dated as of October 15, 2009, between Rank Group Limited and Beverage Packaging Holdings (Luxembourg) III S.à r.l., in connection with the purchase of the Reynolds Consumer business
10.93.**	Indemnification Letter Agreement, dated as of April 25, 2010, between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and Carter Holt Harvey Limited
10.94.**	Indemnification Letter Agreement, dated as of September 1, 2010, between Rank Group Limited and Beverage Packaging Holdings (Luxembourg) III S.à r.l.
10.95.*	Transition Services Letter Agreement, dated as of November 5, 2009, between Rank Group Limited and Beverage Packaging Holdings (Luxembourg) III S.à r.l.
10.96.*	Information Sharing Agreement, dated as of April 7, 2010, between Carter Holt Harvey Limited, Carter Holt Harvey Pulp & Paper Limited, Evergreen Packaging Inc. and Blue Ridge Paper Products Inc.
10.97.*	CHH Super Deed of Participation, dated as of May 3, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.98.*	Carter Holt Harvey Limited Deed of Participation, dated as of May 3, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.99.*	Transition Services Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.100.*	IT Services Letter, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.101.*	Carton Board Supply Agreement (New Zealand), dated as of May 4, 2010 between Whakatane Mill Limited and Carter Holt Harvey Limited
10.102.*	Carton Board Supply Agreement (Australia), dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.103.*	Pulpwood Fiber Procurement Agency Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Pulp & Paper Limited
10.104.*	Pulp Supply Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Pulp & Paper Limited
10.105.*	NCC Fiber Supply Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited

II-215

Exhibit Number	Exhibit Description
10.106.*	Waste Disposal Agreement, dated as of May 4, 2010 between Whakatane Mill Limited and Carter Holt Harvey Pulp & Paper Limited
10.107.*	Logistics Services Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.108.*	Trademark Assignment Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.109.*	Electricity Hedges Agreement, dated as of May 4, 2010, between Whakatane Mill Limited and Carter Holt Harvey Limited
10.110.*	Evergreen Transition Services Agreement, dated as of May 4, 2010, between Evergreen Packaging Inc. and Carter Holt Harvey Limited
10.111.*	Loan Agreement, between Rank Group Limited as borrower and Rank Group Holdings Limited (now known as Reynolds Group Holdings Limited), dated February 15, 2008
10.112.**	Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — Closures)
10.113.**	Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Germany — SIG)
10.114.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Guernsey)
10.115.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong)
10.116.**	Letter of Indemnification, dated July 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Hong Kong)
10.117.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Japan)
10.118.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg)
10.119.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands)
10.120.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (SIG Euro Supervisory Board)
10.121.**	Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — SIG Holdings UK Limited, SIG Combibloc Limited)
10.122.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — SIG Holdings USA, SIG Combibloc Inc.)
10.123.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Switzerland)
10.124.**	Letter of Indemnification, dated July 19, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Thailand)
10.125.**	Letter of Indemnification, dated July 15, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United Kingdom — Closures, Reynolds Consumer Products and Pactiv Foodservice)
10.126.**	Letter of Indemnification, dated July 6, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — Closures, Reynolds Consumer Products and Pactiv Foodservice)

II-216

Exhibit Number	Exhibit Description
10.127.**	Letter of Indemnification, dated October 5, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Austria)
10.128.**	Deed Poll of Indemnification, dated October 13, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Registration Statement)
10.129.**	Agreement of Indemnification dated October 14, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — RenPac and Reynolds Manufacturing)
10.130.**	Supply Agreement for years 2012-2013, dated February 1, 2012, between Stora Enso Oyj and SIG Combibloc Procurement AG (certain portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.131.******	Agreement of Indemnification dated March 12, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — Graham Packaging Holdings Company and certain of its subsidiaries)
10.132.******	Deed Poll of Indemnification dated March 14, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg — Beverage Packaging Holdings (Luxembourg) IV S.à.r.l.)
10.133.******	Agreement of Indemnification dated April 23, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Netherlands — Graham Packaging Holdings B.V.)
10.134.******	Agreement of Indemnification dated September 8, 2011, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States)
10.135.†	Agreement of Indemnification dated November 2, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (United States — International Tray Pads & Packaging, Inc.)
10.136.	Purchase and Sale Agreement, dated as of November 7, 2012, among Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) IV S.à.r.l., Beverage Packaging Factoring (Luxembourg) S.à.r.l. and the Sellers indentified on Annex I thereto (incorporated by reference to Exhibit 1 to Reynolds Group Holdings Limited’s report on Form 6-K (No. 333-177693) filed November 13, 2012)
10.137.	Receivables Loan and Security Agreement, dated as of November 7, 2012, among Beverage Packaging Factoring (Luxembourg) S.à.r.l., Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) IV S.à.r.l., Nieuw Amsterdam Receivables Corporation, as Conduit Lender, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as Facility Agent for the Nieuw Amsterdam Lender Group and as a Committed Lender, the other Conduit Lenders, Committed Lenders and Facility Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (incorporated by reference to Exhibit 2 to Reynolds Group Holdings Limited’s report on Form 6-K (No. 333-177693) filed November 13, 2012)
10.138.	Performance Undertaking Agreement, dated as of November 7, 2012, made by Reynolds Group Holdings Limited, Reynolds Group Holdings Inc., Beverage Packaging Holdings (Luxembourg) IV S.à.r.l. and the other Performance Guarantors identified on Annex I thereto in favor of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (incorporated by reference to Exhibit 3 to Reynolds Group Holdings Limited’s report on Form 6-K (No. 333-177693) filed November 13, 2012)

II-217

Exhibit Number	Exhibit Description
10.139.	Performance Undertaking Agreement, dated as of November 7, 2012, made by Reynolds Group Holdings Limited in favor of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (incorporated by reference to Exhibit 4 to Reynolds Group Holdings Limited’s report on Form 6-K (No. 333-177693) filed November 13, 2012)
10.140.†	Deed Poll of Indemnification dated December 18, 2012, by Reynolds Group Holdings Limited for the benefit and in favour of the Indemnitees defined therein (Luxembourg — Beverage Packaging Holdings (Luxembourg) V S.A.)
12.1.†	Computation of Ratio of Earnings to Fixed Charges
21.1.†	List of Subsidiaries
23.1.†	Consent of PricewaterhouseCoopers LLP with respect to the RGHL Financial Statements, the BP I Financial Statements and the Beverage Packaging Holdings Group Financial Statements
23.2.†	Consent of PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l with respect to the Dopaco Financial Statements
23.3.†	Consent of Ernst & Young LLP with respect to the Pactiv Corporation Financial Statements
23.4.†	Consent of Deloitte & Touche LLP with respect to the Graham Packaging Financial Statements
23.5.†	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1 hereto)
23.6.†	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 hereto)
23.7.†	Consent of Sher Garner Cahill Richter Klein McAllister and Hilbert L.L.C. (included in Exhibit 5.3 hereto)
23.8.	[Reserved]
23.9.	[Reserved]
23.10.†	Consent of Roberts & Stevens, P.A. (included in Exhibit 5.6 hereto)
23.11.†	Consent of Corrs Chambers Westgarth (included in Exhibit 5.7 hereto)
23.12.†	Consent of Schoenherr Rechtsanwaelte GmbH (included in Exhibit 5.8 hereto)
23.13.†	Consent of Levy & Salomão Advogados (included in Exhibit 5.9 hereto)
23.14.†	Consent of Harney Westwood & Riegels (included in Exhibit 5.10 hereto)
23.15.†	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.11 hereto)
23.16.†	Consent of Pacheco Coto (included in Exhibit 5.12 hereto)
23.17.†	Consent of Carey Olsen LLP (included in Exhibit 5.13 hereto)
23.18.†	Consent of Debevoise & Plimpton LLP (Germany) (included in Exhibit 5.14 hereto)
23.19.†	Consent of Freshfields Bruckhaus Deringer LLP (Hong Kong) (included in Exhibit 5.15 hereto)
23.20.†	Consent of Oppenheim Ügyvédi Iroda (included in Exhibit 5.16 hereto)
23.21.†	Consent of Freshfields Bruckhaus Deringer LLP (Japan) (included in Exhibit 5.17 hereto)
23.22.†	Consent of Loyens & Loeff, Avocats à la Cour (included in Exhibit 5.18 hereto)
23.23.†	Consent of Borda y Quintana, S.C. (included in Exhibit 5.19 hereto)
23.24.†	Consent of Freshfields Bruckhaus Deringer LLP (Netherlands) (included in Exhibit 5.20 hereto)
23.25.†	Consent of Bell Gully (included in Exhibit 5.21 hereto)
23.26.†	Consent of Pestalozzi Attorneys at Law Ltd (included in Exhibit 5.22 hereto)
23.27.†	Consent of Weerawong, Chinnavat & Peangpanor Ltd. (included in Exhibit 5.23 hereto)
23.28.†	Consent of Debevoise & Plimpton LLP (London) (included in Exhibit 5.24 hereto)

II-218

Exhibit Number	Exhibit Description
23.29.†	Consent of Ballard Spahr LLP (included in Exhibit 5.25 hereto)
23.31.†	Consent of Blank Rome LLP (included in Exhibit 5.26 hereto)
23.32.†	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.27 hereto)
23.33.†	Consent of Jones Waldo Holbrook & McDonough, PC (included in Exhibit 5.28 hereto)
24.1.†	Powers of Attorney (contained in signature pages herein)
25.1†	Statement of Eligibility of The Bank of New York Mellon on Form T-1, relating to the 5.750% Senior Secured Notes due 2020 Indenture dated as of September 28, 2012
99.1†	Form of Letter of Transmittal
99.2†	Form of Letter to Nominee
99.3†	Form of Letter to Clients
99.4†	Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner

            * Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4 (No. 333-177693) filed on November 3, 2011.

          ** Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-177693) filed on February 9, 2012.

        *** Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-177693) filed on April 6, 2012.

      **** Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-177693) filed on May 11, 2012.

    ***** Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-177693) filed on May 30, 2012.

  ****** Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-177693) filed on June 21, 2012.

******* Incorporated by reference to corresponding exhibit to the Issuers’ registration statement on Form F-4/A (No. 333-182332) filed on July 10, 2012.

            † Filed herein.

II-219

EX-3.67

EXHIBIT 3.67

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL)

SISTEMAS DE VEDAÇÃO LTDA.

CNPJ/MF No. 09.074.885/0001-48

NIRE 35.221.743.480

FIFTEENTH AMENDMENT AND RESTATEMENT OF THE ARTICLES OF ASSOCIATION

CLOSURE SYSTEMS INTERNATIONAL B.V., a company incorporated and existing under the laws of The Netherlands, with head offices at Teleportboulevard 140, 1043EJ, Amsterdam, The Netherlands, enrolled with the Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. 09.317.449/0001-52, herein represented by its attorney-in-fact Mr. Sergio Henrique Nascimento, Brazilian citizen, divorced, mechanical engineer, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance (“CPF/MF”) under No. 513.333.098-72, bearer of the identity card RG No. 3.995.693-3 (SSP/SP), resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Desembargador do Vale, 350, Zip Code 05010-040 (“CSI BV”), in accordance with the power-of-attorney attached hereto; and

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS, INC., a company incorporated and existing under the laws of the State of Delaware, United States of America, with head offices at National Registered Agents, Inc, 160 Greentree Drive, Suite 101, Dover DE 19904, United States of America and principal place of business at 7702 Woodland Drive, Suite 200, Indianapolis, State of Indiana 46278, United States of America, enrolled with the CNPJ/MF under No. 11.370.367/0001-13, herein represented by its attorney-in-fact, fact Mr. Sergio Henrique Nascimento, particulars above (“CSI-Holdings”), in accordance with the power-of-attorney attached hereto,

quotaholders representing the totality of the capital stock of CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company with head offices in the City of Barueri, State of São Paulo, at Alameda Araguaia, 1,819-1,889, Sítio Tamboré, Zip Code 06455-000, enrolled with the CNPJ/MF under No. 09.074.885/0001-48, with its incorporation documents registered before the Commercial Registry of the State of São Paulo (“Jucesp”) under NIRE 35.221.743.480 (“Company”), resolve to execute this amendment to the Company’s Articles of Association according to the following:

1. Opening of a Branch.

1.1 The quotaholders decided, unanimously, to open a new branch of the Company in the city of Jundiaí, State of São Paulo, at Avenida Prefeito Luiz Latorre, 9401, Gleba 02, district of Retiro, Zip Code 13209-430, which may perform activities described in the corporate purpose, namely: i) production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to these, including the import and export of raw material and equipment destined to these products; and ii) rental of machinery used in the process of plastic blowing, as well as providing services in operational training and technical assistance for mentioned machinery.

1.2 Due to the decision above, Section 3 of the Company’s Articles of Association shall have the following new wording:

“3. The company has its head offices and jurisdiction in the City of Barueri, State of São Paulo, at Alameda Araguaia, 1,819-1,889, in the district of Sítio Tamboré, Zip Code 06455-000. The company may, by means of a resolution of quotaholders, open branches and other establishments in any part of Brazilian territory, attributing to these, for legal purposes, allocated capital from that of the head offices.

3.1 The head offices of the company may perform all the activities described at the corporate purpose.

3.2 The company has a branch located at Rdv. PE 35 s/n Km 03, Parte C – Zona Industrial – Itapissuma/PE – Zip Code 53.700-000, enrolled with the CNPJ/MF under No. 09.074.885/0002-29 and with its incorporation documents registered under NIRE 26.900.475.155, that shall develop the production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to

2

these, including the import and export of raw material and equipment destined to these products; in addition, the rental of machinery used in the process of plastic blowing, as well as the providing of services in operational training and technical assistance for mentioned machinery.

3.3 The Company has a branch located at Avenida Prefeito Luiz Latorre, 9401, Gleba 02, district of Retiro, in the city of Jundiaí, State of São Paulo, Zip Code 13209-430, which may perform the activities of production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to these, including the import and export of raw material and equipment destined to these products; rental of machinery used in the process of plastic blowing, as well as providing services in operational training and technical assistance for mentioned machinery.”

2. Ratification and Restatement.

2.1 The quotaholders resolve to ratify all other sections of the Company’s Articles of Association that were not expressly modified hereby.

2.2 Finally, quotaholders resolve to restate the Articles of Association of the Company, which shall read as follows:

“CLOSURE SYSTEMS INTERNATIONAL (BRAZIL)

SISTEMAS DE VEDAÇÃO LTDA.

ARTICLES OF ASSOCIATION

I – Name, Head Offices and Term

1. The corporate name of the company is Closure Systems International (Brazil) Sistemas de Vedação Ltda.

3

2 The company shall be governed by the present articles of association, by the provisions inserted in the chapter about limited liability companies of the Civil Code (Law 10,406/02), and on a subsidiary basis by the laws applicable to corporations.

3. The company has its head offices and jurisdiction in the City of Barueri, State of São Paulo, at Alameda Araguaia, 1,819-1,889, in the district of Sítio Tamboré, Zip Code 06455-000. The company may, by means of a resolution of quotaholders, open branches and other establishments in any part of Brazilian territory, attributing to these, for legal purposes, allocated capital from that of the head offices.

3.1 The head offices of the company may perform all the activities described at the corporate purpose.

3.2 The company has a branch located at Rdv. PE 35 s/n Km 03, Parte C – Zona Industrial – Itapissuma/PE – Zip Code 53.700-000, enrolled with the CNPJ/MF under No. 09.074.885/0002-29 and with its incorporation documents registered under NIRE 26.900.475.155, that shall develop the production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to these, including the import and export of raw material and equipment destined to these products; in addition, the rental of machinery used in the process of plastic blowing, as well as the providing of services in operational training and technical assistance for mentioned machinery.

3.3 The Company has a branch located at Avenida Prefeito Luiz Latorre, 9401, Gleba 02, district of Retiro, in the city of Jundiaí, State of São Paulo, Zip Code 13209-430, which may perform the activities of production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to these, including the import and export of raw material and equipment destined to these products; rental of machinery used in the process of plastic blowing, as well as providing services in operational training and technical assistance for mentioned machinery.

4. The company started its business activities on the date of execution of the articles of association that incorporated the company and shall have an indefinite term of duration.

4

II—Corporate Purpose

5. The corporate purpose of the company shall be:

i) production, manufacturing, transformation and commercialization of plastic products and its by-products, as well as any and all equipment and machinery in any way related or associated to these, including the import and export of raw material and equipment destined to these products;

ii) rental of machinery used in the process of plastic blowing, as well as providing services in operational training and technical assistance for mentioned machinery;

iii) hold equity interest in the corporate capital of other companies as a shareholder and/or quotaholder, with the possibility to present collateral as guarantee in favor of companies, to secure the fulfillment of obligations of any of its quotaholders or of any other entity that is part of the same economic group as the company or its quotaholders, including but not limited to collaterals, sureties, endorsements, pledges and mortgages, as well as with the possibility to incur borrowing and make loans and other financial arrangements of any sort; and

iv) all other activities necessary, desirable or complementary to its corporate purpose.

III—Capital Stock

6. The capital stock is of twenty-four million, eight hundred and thirty-three thousand, five hundred and sixty-six Reais (R$24,833,566.00), divided into twenty-four million, eight hundred and thirty-three thousand, five hundred and sixty-six (24,833,566) quotas, with a par value of one real (R$1.00) each, fully subscribed and distributed among the quotaholders as follows:

Quotaholder	Number of quotas		Value (R$)
Closure Systems International B.V.		24,833,565		24,833,565.00
Closure Systems International Holdings, Inc.		1		1.00
Total		24,833,566		24,833,566.00

5

6.1 The liability of each of the quotaholders shall, in accordance with the law, be limited to the value of their quotas, but all quotaholders shall be jointly and severally liable for fully paying-up the capital stock.

6.2 The totality of the quotas held by CSI Holdings and by CSI BV are pledged in favor of The Bank of New York Mellon, acting in favor of the beneficiaries, pursuant to the terms and conditions of the Quota Pledge Agreement entered into by and among CSI BV, CSI Holdings, the Company and The Bank of New York Mellon on January 29, 2010.

IV—Resolutions of Quotaholders

7. In addition to the matters indicated in other clauses of the present articles of association, the following matters need to be approved by the quotaholders, in accordance with the decision quorum set forth in Clause 8:

a) the amendment to the present articles of association;

b) the consolidation, merger or winding-up of the company, or the lifting of the liquidation of the company;

c) the appointment of managers, when done in a separate act;

d) the removal of managers;

e) the remuneration of managers;

f) the filing of a recovery plan before creditors, judicially or extra-judicially;

g) the approval of the management accounts; and

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h) the appointment and removal of liquidators and examination of their accounts.

8. The resolutions shall be approved by quotaholders representing at least three fourths (3/4) of the capital stock, except for the situations when a larger quorum is demanded by law or by the present articles of association.

9. All quotaholders resolutions shall be decided upon in quotaholders’ meetings. The meeting of quotaholders shall be dismissed when all the quotaholders decide, in writing, about the subject that would be in its agenda.

9.1 The management of the company is dismissed from keeping corporate books.

10. A quotaholders’ meeting shall be held annually, in the four month period following the end of the fiscal year, in order to examine the management accounts and decide upon financial statements, as well as to appoint the managers, if applicable.

10.1 Copies of the financial statements must be delivered to quotaholders at least thirty (30) days prior to the scheduled date of the annual quotaholders’ meeting.

10.2 Clause 9 above shall be applicable to the annual quotaholders’ meetings.

V—Management

11. The company shall be managed by one (1) manager, who does not need to be a quotaholder. The manager is released from giving guarantee for his tenure. During his term of office which shall be of up to three (3) years and with the designation to be established by the quotaholders when appointed, he shall have the powers to perform any acts necessary or convenient to the management of the company, including:

a) the active and passive representation of the company, in or out of court, including representation before any federal, state or municipal department and independent governmental agencies; and

b) the management, guidance and orientation of the corporate businesses.

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11.1 Any and all acts carried out by the Manager, any employee or attorney-in-fact, on behalf of the company, which are not related to the corporate purposes, such as the granting of collateral, sureties, endorsements and other guarantees granted in favor of any third parties—that are not part of the same economic group as the company or its quotaholders—shall be expressly forbidden, lawfully null and void and ineffective in relation to the company, unless such acts have been previously and expressly authorized, in writing, by quotaholders representing the majority of the capital stock.

11.2 The granting of any sort of guarantees, including but not limited to collaterals, sureties, endorsements, pledges and mortgages by the company to any of its quotaholders or any other entity that is part of the same economic group as the company or its quotaholders, as well as any other document related to the same, may be freely executed by the Manager without the need of prior approval by the quotaholders.

12. The company shall be liable solely through:

a) act or signature of any of the managers; or

b) act or signature of two attorneys-in-fact, acting jointly and within the limits established in their powers-of-attorney; or

c) act or signature of an attorney-in-fact with special powers, acting solely and within the limits established in his/her powers-of-attorney.

12.1 Powers-of-attorney granted by the company shall be always and exclusively signed by one of the managers and shall specify all the powers granted and, with the exception of the “ad judicia” proxies, shall be valid for a defined term.

VI—Transfer and Assignment of Quotas

13. The assignment of quotas, even if to quotaholders of the company, shall only be valid with the prior and express consent of quotaholders representing the majority of the capital stock. The same rule applies to the assignment of the preemptive right (direito de preferência) to any capital increase in the company.

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VII—Fiscal Year, Financial Statements and Profits

14. The fiscal year shall end on December 31 of each year, at which time the financial statements shall be drawn up.

14.1 The profits verified at the end of each fiscal year shall be distributed as determined by the quotaholders. Profit distribution, if applicable, shall be made to the quotaholders proportionately to the equity interest of each quotaholder in the capital stock, except for any unanimously approved resolution deciding against this.

14.2 The company, by resolution of the quotaholders, may distribute profits to the accrued profits account or to the profit reserve account present in the more recent annual balance sheet.

14.3 The company may determine, through quotaholders’ resolutions, the drawing up of balances sheets as well as the profits distribution in shorter periods.

VIII—Dissolution and Quotaholder Exclusion

15. The death or incapacity of any of a quotaholder (individual), or the liquidation or bankruptcy of any of a quotaholder (legal entity), shall not cause the company to be dissolved, but it shall be resolved pursuant to that quotaholders, whose quota shall be liquidated.

16. If there is just cause, quotaholders representing more than half of the capital stock may exclude one or more quotaholders from the company, through an amendment to this articles of association.

16.1 The exclusion shall be decided upon in a meeting summoned specifically for this purpose, notifying the quotaholder to be excluded with ten business days in advance, allowing for its right to defense. In case the quotaholder to be excluded does not attend the meeting, it shall be deemed that he/she waived its right to defense.

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IX—Verification and Payment of Assets

17. In any case of dissolution of the company in relation to one quotaholder, the exclusion of a quotaholder, or the exercise of the right of withdrawal, the quota to be liquidated shall be calculated based on its book value amount, verified by the drawing-up of a special balance sheet of the company on the basis date of the event. The verified assets shall be paid in cash or assets within twenty-four (24) months, in installments or not, as to be determined by the remaining quotaholders.

X—Winding-up and Liquidation of the Company

18. The company shall be wound up by means of a quotaholders’ resolution, as set forth in Clause 7, and in the other cases set forth in the law.

19. Once the company is wound up, its liquidation shall proceed as set forth in articles 1,102 to 1,112 of the Civil Code.

XI—Transformation

20. The company may, by quotaholder’s resolution, adopt any corporate type. The quotaholders hereby waive any right to withdrawal in the event of a transformation of corporate type.

XII—Jurisdiction

21. The courts of the City of São Paulo, State of São Paulo, are elected to resolve any dispute in connection with the present articles of association, be it between quotaholders or between quotaholders and the company.

XIII—Appointment of Managers

22. It is hereby appointed as manager of the company Mr. Eduardo Gianesi, Brazilian citizen, single, engineer, enrolled with the CPF/MF under No. 084.744.268-39, bearer of the identity card RG No. 10.681.687 (SSP/SP), resident and domiciled in the City of Barueri, State of São Paulo, at Avenida Cauaxi, 222, Apartment No. 1304, Zip Code 06454-020.

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The parties execute the present instrument in three (3) counterparts of equal content and form, before of two (2) undersigned witnesses.

Barueri, December 14, 2012

/s/ Sergio Henrique Nascimento	/s/ Sergio Henrique Nascimento
CLOSURE SYSTEMS INTERNATIONAL B.V. By: Sergio Henrique Nascimento Position: Attorney in fact	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS, INC. By: Sergio Henrique Nascimento Position: Attorney in fact

Witnesses:
1.	/s/ Evelyn Carla L. Silva	2.	/s/ Elisangela Amaro
Name:	Evelyn Carla L. Silva	Name:	Elisangela Amaro
ID:	22.230.692-0 (SSP-SP)	ID:	29.344.032.2 SSP-SP
CPF:	109.996.678-74	CPF:	209.996.678-74

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EX-3.237

EXHIBIT 3.237

EXECUTION

GRAHAM PACKAGING MINSTER LLC

AMENDED AND RESTATED OPERATING AGREEMENT

As adopted by the Sole Member on September 25, 2010

THIS AMENDED AND RESTATED AGREEMENT OPERATING AGREEMENT (THE “Agreement”) of GRAHAM PACKAGING MINSTER LLC (the “Company”) is made and entered into as of September 25, 2010 by GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership with its principal offices at 2401 Pleasant Valley Road, York, Pennsylvania 17407 (the “Member”).

W I T N E S S E T H :

WHEREAS, the Company was originally formed under the name GRAHAM PACKAGING MINSTER LLC on June 8, 2006, under the provisions of the Ohio Revised Code, Limited Liability Company Act (as amended, the “Act”), with GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership with its principal offices at 2401 Pleasant Valley Road, York, Pennsylvania 17402 as the sole member; and

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree that the Agreement is hereby amended and restated in its entirety by this Amended and Restated Operating Agreement and, as so amended and restated hereby, shall read in its entirety as follows:

1. Name. The name of the Company shall be Graham Packaging Minster LLC, or such other name as the Member may from time to time hereafter designate. The Company was formed on June 8, 2006, upon the execution and filing of the Articles of Organization for a Domestic Limited Liability Company with the Secretary of State of the State of Ohio setting forth the information required by Section 1705 of the Act.

2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Capital Contribution” means, with respect to any Member, the amount and/or agreed value of money, promissory obligations property or services (if any) contributed by such Member to the Company in accordance with Section 8 hereof (the amount or agreed value of which is set forth on the books and records of the Company).

“Interest” means the ownership interest of a Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percentage interest in profits, losses, allocations and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Act and (iii) such Member’s other rights and privileges as provided herein or in the Act.

“Majority in Interest of the Member” means Member whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

“Member” means the persons identified on Schedule I, and all other persons or entities admitted as additional or substituted Member pursuant to this Agreement, so long as they remain Member. Reference to a “Member” means any one of the Member.

“Percentage Interest” means a Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of each Member shall be the percentage set forth opposite such Member’s name on Schedule I, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of all Members at all times equal 100%.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context requires otherwise, the words” hereof,” “herein” and “hereunder” and words of similar import shall refer to this agreement as a whole and not to any particular provisions hereof.

3. Purpose.

(a) The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Act, as such business activities may be determined by the Member from time to time.

4. Offices.

(a) The principal office of the Company, and such additional offices as the Member may determine to establish, shall be located at such place or places inside or outside the State of Ohio as the Member may designate from time to time.

(b) The registered office of the Company in the State of Ohio is located at 1300 East 9^th Street, City of Cleveland, Ohio 44114. The registered agent of the Company for service of process at such address is CT Corporation System. The Member may change such registered office or registered agent at any time.

5. Member. The name and business or residence address of each Member of the Company are as set forth on Schedule I, as the same may be amended from time to time.

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6. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 14 of this Agreement.

7. Management of the Company.

(a) The Members shall have the right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. The Members may appoint, employ or otherwise contract with any persons or entities for the transaction of the business and affairs of the Company or the performance of services for or on behalf of the Company, and the Members may delegate to any such person (who may be designated an officer, agent or attorney-in-fact of the Company) or entity such authority to act on behalf or the Company as the Members may from time to time deem appropriate.

(b) Except as to actions herein specified to taken by all the Members or by the Members acting unanimously, the duties and powers of the Members may be exercised by a Majority in Interest of the Member. At any time that there is only one Member, (i) any and all actions provided for herein to be taken or approved by the “Member” shall be taken or approved by the sole Member and (ii) the taking of any lawful action by the Member on behalf of the Company, including the execution and/or delivery of any instrument, certificate, filing or document by the Member on behalf of the Company, or the adoption by the Member of authorizing resolutions with respect to any matter, shall constitute and evidence the due authorization of such action or matter on behalf of the Company.

(c) Any action to be taken by the Members hereunder or under the Act may be taken by vote of the Members at a meeting. Meetings may be called by any Member upon not less than five (5) days prior written notice to all other Members. The notice shall specify the place and time of the meeting and the general nature of the business to be transacted. A written waiver of notice, signed by a Member, whether before or after the time stated therein, shall be deemed equivalent to notice to such Member. Unless otherwise agreed by the Members, meetings of Members shall be held at the principal place of business of the Company. Meetings of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another, and all Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. At any meeting of Members, a Majority in Interest of the Members, present in person or by proxy, shall constitute a quorum for all purposes, except that the presence of all Members shall be required as to actions herein specified to be taken by all of the Members or by the Members acting unanimously. In lieu of a meeting, any action to be taken by the Members may be taken by a consent in writing setting forth the action so taken signed by a Majority in Interest of the Members (or Member holding such higher aggregate Percentage Interest as is required to authorize or take such action under the terms of this Agreement or the Act). Any such written consent may be executed and delivered by telecopy or similar electronic means and may be signed in multiple counterparts.

(d) The Members may authorize any Member(s), officer(s), agent(s) or employee(s) to enter into any contract, to execute any instrument or certificate (including any certificate to be filed on behalf of the Company with the Secretary of State of the State of Ohio

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under the Act) or to take any other action in the name of and on behalf of the Company, and this authority may be general or confined to specific instances. Unless so authorized or ratified by the Members or within the agency power of an officer (or unless otherwise approved or ratified by all Members), no Member, officer, agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

(e) A Member shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its other Members or its officers, employees or committees, or by any other person, as to matters the Member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company (including, without limitation, information, opinions, reports or statements as to the value and the amount of the assets, liabilities, profits, or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid). In addition, the Members may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors selected by them, and any opinion of any such person as to matters which the Members reasonably believe to be within such person’s professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Members hereunder in good faith and in accordance with such opinion.

8. Capital Contributions; Capital Accounts; Administrative Matters.

(a) The initial Member(s) has/have contributed to the Company the cash, property, services or promissory obligations set forth on the books and records of the Company. Except as otherwise agreed by all Members, the initial Member(s) shall have no right or obligation to make any further Capital Contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, promissory obligations, property or services to the Company as shall be determined by the Members, acting unanimously, at the time of each such admission.

(b) If at any time the Company has only one Member, it is the intention of the Member that the Company shall be disregarded for federal and, where applicable, state, local and foreign income tax purposes and all items of income, gain, loss, deduction, credit or the like of the Company shall be treated as items of income, gain, loss, deduction, credit or the like of the Member.

(c) At all times that the Company has more than one Member, it is the intention of the Members that the Company shall be taxed as a “partnership” for applicable federal, state, local and foreign income tax purposes. In such case, but only in such case, the following provisions shall apply.

(i) A single, separate capital account shall be established and maintained for each Member. Each Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed

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property that the Company assumes or takes subject to) contributed by that Member to the Company; the amount of any Company liabilities assumed by such Member (other than in connection with a distribution of Company property; and such Member’s distributive share of Company profits (including tax exempt income). Each Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes.

(ii) Notwithstanding any provision of this Agreement to the contrary, each Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (x) the adjustments permitted or required by Internal Revenue Code Section 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (y) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b). No Member shall have any obligation to contribute any amount to the Company in the event of a negative balance in its capital account, and the Member intend to use a “qualified income offset” provision as defined in Section 1.704-1(b)(2)(ii)(d) of the Regulations.

(iii) Any Member, including any substitute Member, who shall receive an Interest (or whose Interest shall be increased) by means of a transfer to him of all or a part of the Interest of another Member, shall have a capital account that reflects the capital account associated with the transferred Interest (or the applicable percentage thereof in case of a transfer of a part of an Interest).

(iv) All items of Company income, gain, loss, deduction, credit or the like shall be allocated among the Members in accordance with their respective Percentage Interests as set forth in Schedule I.

(d) (i) Each Member’s Interest shall be recorded on the books of the Company and, unless otherwise determined by the Member, no Certificate in respect of any Member’s Interest in the Company shall be issued. The Company shall keep or cause to be kept a register in which, subject to such regulations as the Members may adopt, the Company will provide for the registration of Interests and the registration of transfers of Interest. The Company shall maintain such register and provide for such registration. The books of the Company shall be conclusive evidence of the ownership of all Interests in the Company. Subject to the further terms of this Agreement, including the restrictions and limitations on transfer set forth in Section 9 hereof, the Interests in the Company shall be transferable on the books of the Company by the record holder thereof or by its duly authorized agent upon delivery to the Company of a duly executed instrument of transfer, a written agreement to be bound by all terms and conditions hereof and such other instruments as the Members may reasonably require and such evidence of the genuineness of the execution and authorization of the foregoing as may be required by the Members. Subject to the further terms of this Agreement, including the restrictions and limitations on transfer set forth in Section 9 hereof, upon delivery of the foregoing instruments

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and compliance with the foregoing conditions, the transfer shall be recorded on the books of the Company. Until a transfer is so recorded, the owners of record of Interests shall be deemed to be the owners for all purposes hereunder and neither any Member nor the Company shall be affected by any notice of a proposed transfer.

(e) The fiscal year of the Company shall be the calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles.

9. Assignments of Interest.

(a) Any Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of its Interest in the Company to any person or entity and upon such transfer, the transferee shall be, without the requirement of any further action, amended as a Member with respect to the Interest so transferred and shall be deemed bound by all of the terms and provisions of this Agreement.

(b) In the event a transfer is of all of a Member’s Interest in the Company and such Member is, at the time of such transfer, the sole Member of the Company, the transferee of such Interest shall be deemed admitted as a Member of the Company upon such transfer and the Company shall continue without dissolution.

10. Resignation. Except in connection with a permitted transfer by a Member of all of its Interest in the Company pursuant to Section 9 hereof, no Member shall have the right to resign from the Company except with the consent of all of the other Members and upon such terms and conditions as may be specifically agreed upon between such other Members and the resigning Member. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Sections 1705.12 or 1705.16 of the Act or otherwise.

11. Additional Member. The Members, acting unanimously, shall have the right to admit additional Members upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by all of the Members. In connection with any such admission, the Members shall amend Schedule I to reflect the name, address and Capital Contribution of the additional Members and any agreed upon changes in Percentage Interests.

12. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine. Distributions shall be made to Members pro rata in accordance with their respective Percentage Interests.

13. Return of Capital. No Member shall have any liability for the return of any Member’s Capital Contribution which Capital Contribution shall be payable solely from the assets of the Company.

14. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a) The determination of the Members to dissolve the Company; or

(b) The occurrence of any event causing a dissolution of the Company under Section 1705.43 of the Act, unless the Company is continued as permitted under the Act.

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15. Winding Up of the Company.

(a) If the Company is dissolved pursuant to Section 14, the Members, or a liquidator appointed by the Members (the Members or such liquidator being referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(i) to creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 1705.11, 1705.12, 1705.13, or 1705.46 of the Act;

(ii) to Members and former Members in satisfaction of liabilities for distributions under Sections 1705.11, 1705.12, 1705.13 of the Act; and

(iii) thereafter to the Members in proportion to their Percentage Interests; provided, however, that in the event the Company is being taxed as a partnership in accordance with Section 8(c) hereof, such distributions shall be made to the Members up to the balance of the positive balances of their respective capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all capital account adjustments required by Section 8(c) hereof) and then in proportion to their Percentage Interests.

(b) Notwithstanding the provisions of Section 15(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Members deem not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 15(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Members deem reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt.

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(c) Upon the completion of the distribution of the assets of the Company as provided in this Section 15, the Company shall be terminated, and the Liquidator shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company, if any, and shall take such other actions as may be necessary to terminate the Company.

16. Limitation on Liability. The debts, obligations and liabilities of the Company, whether rising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer.

17. Standard of Care; Indemnification.

(a) No Member or officer shall have any personal liability whatsoever to the Company or any Members on account of such Member’s or officer’s status as a Member or officer or by reason of such Member’s or officer’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Member or officer against any liability to the Company or the Members to which such Member or officer would otherwise be subject by reason of (i) any act or omission of such Member or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Member or officer derived improper personal benefit.

(b) The Company shall indemnify and hold harmless each Member and officer and the affiliates of any Member or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person’s acting as a Member or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities provided hereunder shall survive termination of the Company and this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Members. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

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(c) The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Members or otherwise.

(d) The Company may maintain insurance, at its expense, to protect itself and any Member, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

(e) The Company may, to the extent authorized from time to time by the Members, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 17 with respect to the indemnification and advancement of expenses of the Member and officers of the Company.

(f) Notwithstanding the foregoing provisions of this Section 17, the Company shall indemnify an Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if such proceeding (or part thereof) was authorized by the Members; provided, however, that an Indemnified Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Indemnified Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 17 to the extent the Indemnified Person is successful on the merits in such proceeding (or part thereof).

18. Amendments. This Agreement may be amended only upon the written consent of all Members.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio.

IN WITNESS WHEREOF, the undersigned has/have duly executed this Agreement as of September 25, 2010.

MEMBER:
GRAHAM PACKAGING COMPANY, L.P.
(owning a 100% ownership interest)
By:	/s/ D.W. Bullock
Name:	D.W. Bullock
Title:	CFO

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SCHEDULE I

Name & Address	Percentage Interest
GRAHAM PACKAGING COMPANY, L.P. 2401 Pleasant Valley Road York, Pennsylvania 17402		100	%

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EX-3.245

EXHIBIT 3.245

EXECUTION

STATE OF NORTH CAROLINA

DEPARTMENT OF THE SECRETARY OF STATE

ARTICLES OF INCORPORATION

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purposes of forming a business corporation.

1. The name of the corporation is National Converting Company, Inc.

2. The number of shares the corporation is authorized to issue is: 1,000,000. These shares shall be

a.     X     all of one class, designated as common; or

b.            

divided into classes or series within a class as provided in the attached schedule, with the information required by North Carolina General Statute Section 55-6-01.

3. The street address and county of the initial registered office of the corporation is: Ledbetter Street, Cordova, Richmond County, North Carolina 28330.

4. The name of the initial registered agent at that address is Robert J. Knorr.

5. The name and address of the incorporator is: Robert J. Knorr, Ledbetter Street, Post Office Box 190, Cordova, North Carolina 28330.

6. These articles will be effective upon filing.

This the 20th day of March, 1992.

NATIONAL CONVERTING COMPANY, INC.

/s/ Robert J. Knorr

ROBERT J. KNORR,

Incorporator

EX-3.246

EXHIBIT 3.246

EXECUTION

NATIONAL CONVERTING COMPANY, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be located at Ledbetter Street; Post Office Box 190; Cordova, Richmond County, North Carolina 28330, or at such other places as may be determined from time to time by the directors.

Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of shareholders shall be held at the registered office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

Section 2. Annual Meetings. The annual meeting of shareholders shall be held at the office of the corporation on the 2nd Tuesday of April of each year, if not a legal holiday, but if a legal holiday, then on the next day following not a legal holiday for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4. Special Meetings. Special meetings of the shareholders may be called at any time by the president, secretary or board of directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meetings.

Section 5. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten or more than fifty days before the date thereof, either personally, or by mail, to each shareholder of record entitled to vote at such meeting, by or at the direction of the president, the secretary or other persons calling the meeting.

In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

Section 6. Voting Lists. At least ten days before each meeting of shareholders the secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meetings, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. This list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 7. Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Voting of Shares. Each outstanding share having voting rights shall be entitled to one vote in person or by proxy on each matter submitted to a vote at a meeting of shareholders.

Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the charter or bylaws of this corporation.

Voting on all matters except the election of directors shall be by voice vote or by a show of hands unless the holders of one-tenth of the shares represented at the meeting shall prior to the voting on any matter, demand a ballot vote on that particular matter.

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Section 9. Informal Action by Shareholders.

(a) The transactions of any meeting of shareholders, however called and with whatever notice, if any, are as valid as though had at a meeting duly held after regular call and notice, if:

(1) All the shareholders entitled to vote are present in person or by proxy and no objection to holding the meeting is made by any shareholder, or if

(2) A quorum is present either in person or by proxy and no objection to holding the meeting is made by anyone so present, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting, or an approval of the action taken as shown by the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting.

(b) Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the secretary of the corporation to be kept in the corporation minute book.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by the board of directors or by such executive committee as the board may establish pursuant to these bylaws.

Section 2. Number, Term and Qualifications. The number of directors of the corporation shall be not less than one nor more than six. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the corporation.

Section 3. Election of Directors. Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders. Those persons who receive the highest number of votes shall be deemed to have been elected. In the event that all vacancies on the board are not filled after the first ballot, by reason of a tie vote, the one candidate receiving the least number of votes shall be eliminated. There shall be a runoff election between the remaining candidates not elected on the first ballot, each shareholder to have the number of votes equivalent to the number of shares he owns multiplied by the number of directors remaining to be elected after the first ballot. If there is still one or more vacancies on the board, the above procedure shall be followed until the vacancies on the board are filled. If any shareholder so demands, election of directors shall be by ballot.

Section 4. Cumulative Voting. Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or

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to cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall announce the number of shares present in person and by proxy and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

Section 5. Removal. Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. However, unless the entire board is removed, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect a director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.

Section 6. Vacancies. Vacancies occurring in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining directors; but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

Section 7. Chairman. There may be a chairman of the board of directors elected by the directors from their number at any meeting of the board. The chairman shall preside at all meetings of the board of directors and perform such other duties as may be directed by the board.

Section 8. Compensation. The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

Section 9. Executive Committee. The board of directors may, by resolution adopted by a majority of the number of directors fixed by these bylaws, designate two or more directors to constitute an executive committee, which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the management of the corporation.

ARTICLE IV

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

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Section 2. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3. Notice of Meetings. Regular meetings of the board of directors may be held without notice.

The person or persons calling a special meeting of the board of directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.

Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.

Section 4. Quorum. A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

Section 5. Manner of Acting. Except as otherwise provided in this Section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

The vote of a majority of the number of directors fixed by these bylaws shall be required to adopt a resolution constituting an executive committee. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a bylaw, or to adopt a resolution dissolving the corporation without action by the shareholders. Vacancies in the board of directors may be filled as provided in Article III, Section 6, of these bylaws.

Section 6. Information Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the board, whether done before or after the action is taken, or if all the shareholders know of the action in question and make no prompt objection thereto. If a meeting of directors otherwise valid is held without proper call or notice, action taken at such meeting otherwise valid is deemed ratified by a director who did not attend unless promptly after having knowledge of the action taken and of the impropriety in question he files with the secretary or assistant secretary of the corporation his written objection to the holding of the meeting or to any specific action so taken.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the corporation shall consist of a president, secretary, or treasurer, one vice president and such other vice presidents, or assistant secretaries, assistant treasurers and other officers as the board of directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of president and secretary.

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Section 2. Election and Term. The officers of the corporation shall be elected by the board of directors. Such elections may be held at any regular or special meeting of the board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

Section 4. Compensation. The compensation of all directors of the corporation shall be fixed by the board of directors.

Section 5. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall supervise and control the management of the corporation in accordance with these bylaws.

He shall, when present, preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the board of directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 6. Vice Presidents. The vice presidents in the order of their election, unless otherwise determined by the board of directors, shall in the absence or disability of the president, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the board of directors may prescribe.

Section 7. Secretary. The president or secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number of and class of the shares held by each. He shall sign each such instrument as may require his signature, and in general, shall perform all duties incident to the office of secretary and such other duties as may be assigned him from time to time by the president or board of directors.

Section 8. Treasurer. The treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the board of directors. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office

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of the corporation within one month after the end of such calendar year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten years; and the treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor. The treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the president or by the board of directors.

Section 9. Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers shall, in the absence or disability of the secretary or the treasurer, respectively, perform the duties and exercise the powers of these offices, and they shall, in general, perform such other duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.

Section 10. Bonds. The board of directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the board of directors.

ARTICLE VI

CONTRACTS, LOANS, BANK DEPOSITS

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the board of directors shall direct.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be issued, in such form as the board of directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the president, or any vice president, and the secretary, assistant secretary, treasurer or assistant treasurer. They shall

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be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

Section 2. Transfer of Stocks. Transfer of shares shall be made on the stock transfer books of the corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder or by his duly authorized agent, transferee or legal representatives. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3. Closing Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment or any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty days, and, in case of a meeting of shareholders, not less than ten days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 4. Lost Certificates. The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the board may require the claimant to give the corporation a bond in such sum as it may direct to indemnify the corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 5. Small Business Corporation Stock. It is the intention that the stock issued to shareholders shall be Small Business Corporation Stock within the meaning of Section 1244 of the Federal Internal Revenue Code and the regulations issued thereunder.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and by its charter.

Section 2. Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed CORPORATE SEAL, 1992, NORTH CAROLINA; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4. Year. Unless otherwise ordered by the board of directors, the first year of the corporation shall be from the 1st day of June, 1992, through the 31st day of December, 1992, thereafter from the 1st day of January through the 31st day of December of each year.

Section 5. Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the board of directors.

The board of directors shall have no power to adopt a bylaw (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; (2) providing for the management of the corporation otherwise than by the board of directors or its executive committees; (3) increasing or decreasing the number of directors; (4) classifying and staggering the election of directors.

No bylaw adopted or amended by the shareholders shall be altered or repealed by the board of directors.

/s/ Robert J. Knorr

        President

ATTESTED:

/s/ [illegible]

Secretary

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EX-3.247

EXHIBIT 3.247

Beverage Packaging Holdings (Luxembourg) V S.A.

Société anonyme

Siège social: 6C rue Gabriel Lippmann, L-5365 Munsbach

CONSTITUTION DE SOCIETE DU 11 DECEMBRE 2012

NUMERO

In the year two thousand twelve, on the eleventh day of December,

Before the undersigned, Henri Hellinckx, a notary resident in Luxembourg, Grand Duchy of Luxembourg.

THERE APPEARED:

Beverage Packaging Holdings (Luxembourg) III S.àr.l., a Luxembourg société à responsabilité limitée, having its registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, registered with the Register of Commerce and Companies of Luxembourg, under number B 128.135,

here represented by Vanessa Schmitt, Avocat à la Cour, whose professional address is in Luxembourg, by virtue of a power of attorney given under private seal.

After signature ne varietur by the authorised representative of the appearing party and the undersigned notary, the power of attorney will remain attached to this deed to be registered with it.

The appearing party, represented as set out above, have requested the undersigned notary to state as follows the articles of incorporation of a public company limited by shares (société anonyme), which is hereby incorporated:

Article 1. – Form and Name

There exists a public limited liability company (société anonyme) under the name of “Beverage Packaging Holdings (Luxembourg) V S.A.” (the Company).

The Company may have one shareholder (the Sole Shareholder) or more shareholders. The Company will not be dissolved by the death, suspension of civil rights, insolvency, liquidation or bankruptcy of the Sole Shareholder.

Any reference to the shareholders in the articles of association of the Company (the Articles) shall be a reference to the Sole Shareholder of the Company if the Company has only one shareholder.

Article 2. – Registered office

The registered office of the Company is established in the municipality of Schuttrange. It may be transferred within the boundaries of the municipality of Schuttrange by a resolution of the board of management of the Company (the Board of Management).

Where the Board of Management determines that extraordinary political or military developments or events have occurred or are imminent and that these developments or events would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances. Such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a company incorporated in the Grand Duchy of Luxembourg.

Article 3. – Duration

The Company is formed for an unlimited duration.

The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required for amendments of the Articles, as prescribed in Article 10 below.

Article 4. – Corporate object

The corporate object of the Company is (i) the acquisition, holding and disposal, in any form, by any means, whether directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg and foreign companies, (ii) the acquisition by purchase, subscription, or in any other manner, as well as the transfer by sale, exchange or in any other manner of stock, bonds, debentures, notes and other securities or financial instruments of any kind (including notes or parts or units issued by Luxembourg or foreign mutual funds or similar undertakings) and receivables, claims or loans or other credit facilities and agreements or contracts relating thereto, and (iii) the ownership, administration, development and management of a portfolio of assets (including, among other things, the assets referred to in (i) and (ii) above).

The Company may borrow in any form. It may enter into any type of loan agreements and it may issue notes, bonds, debentures, certificates, shares, beneficiary parts, warrants and any kind of debt or equity securities including under one or more issuance programmes. The Company may lend funds including the proceeds of any borrowings and/or issues of securities to its subsidiaries, affiliated companies or to any other company.

The Company may also give guarantees and grant security in favour of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company. The Company may further pledge, transfer, encumber or otherwise create security over some or all of its assets.

The Company may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives, options, repurchase, stock lending and similar transactions. The Company may generally employ any techniques and instruments relating to investments for the purpose of their efficient management, including, but not limited to, techniques and instruments designed to protect it against credit, currency exchange, interest rate risks and other risks.

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The descriptions above are to be understood in their broadest sense and their enumeration is not limiting. The corporate objects shall include any transaction or agreement which is entered into by the Company, provided it is not inconsistent with the foregoing enumerated objects.

In general, the Company may take any controlling and supervisory measures and carry out any operation or transaction which it considers necessary or useful in the accomplishment and development of its corporate objects.

The Company may carry out any commercial, industrial, financial, personal, and real estate operations, which are directly or indirectly connected with its corporate purpose or which may favour its development.

Article 5. – Share capital

The subscribed share capital is set at EUR 31,000 (thirty-one thousand euro), represented by 1,000 (one thousand) shares having a par value of EUR 31 (thirty-one euro) per share each.

The subscribed share capital of the Company may be increased or reduced by a resolution adopted by the General Meeting in the manner required for amendment of the Articles, as prescribed in Article 10 below.

Article 6. – Shares

The shares of the Company shall be in registered form (actions nominatives).

A register of shares will be kept at the registered office, where it will be available for inspection by any shareholder. Such register shall set forth the name of each shareholder, its residence or elected domicile, the number of shares held by it, the amounts paid in on each such share, and the transfer of shares and the dates of such transfers. The ownership of the shares will be established by the entry in this register.

Certificates of these entries may be issued to the shareholders and such certificates, if any, will be signed by the chairman of the Board of Management or by any other two members of the Board of Management.

The Company will recognise only one holder per share. In case a share is held by more than one person, the Company has the right to suspend the exercise of all rights attached to that share until one person has been appointed as sole owner in relation to the Company. The same rule shall apply in the case of conflict between an usufruct holder (usufruitier) and a bare owner (nu-propriétaire) or between a pledgor and a pledgee.

The Company may redeem its own shares within the limits set forth by law.

Article 7. – Transfer of shares

The transfer of shares may be effected by a written declaration of transfer entered in the register of the shareholder(s) of the Company, such declaration of transfer to be executed by the transferor and the transferee or by persons holding suitable powers of attorney or in accordance with the provisions applying to the transfer of claims provided for in article 1690 of the Luxembourg civil code.

The Company may also accept as evidence of transfer other instruments of transfer evidencing the consent of the transferor and the transferee satisfactory to the Company.

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Article 8. – Powers of the General Meeting of the Company

As long as the Company has only one shareholder, the Sole Shareholder assumes all powers conferred to the General Meeting. In these Articles, decisions taken, or powers exercised, by the General Meeting shall be a reference to decisions taken, or powers exercised, by the Sole Shareholder as long as the Company has only one shareholder. The decisions taken by the Sole Shareholder are documented by way of minutes.

In the case of a plurality of shareholders, any regularly constituted General Meeting shall represent the entire body of shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to all the operations of the Company.

Article 9. – Annual General Meeting of the shareholders – Other Meetings

The annual General Meeting shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in the municipality of the registered office as may be specified in the convening notice of the meeting, on the second Thursday in June of each year at 8 am. If such day is not a business day for banks in Luxembourg, the annual General Meeting shall be held on the next following business day.

The annual General Meeting may be held abroad if, in the absolute and final judgment of the Board of Management exceptional circumstances so require.

Other meetings of the shareholders of the Company may be held at such place and time as may be specified in the respective convening notices of the meeting.

Any shareholder may participate in a General Meeting by conference call, video conference or similar means of communications equipment whereby (i) the shareholders attending the meeting can be identified, (ii) all persons participating in the meeting can hear and speak to each other, (iii) the transmission of the meeting is performed on an on-going basis and (iv) the shareholders can properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting.

Article 10. – Notice, quorum, convening notices, powers of attorney and vote

The notice periods and quorum provided for by law shall govern the notice for, and the conduct of, the General Meetings, unless otherwise provided herein.

The Board of Management as well as the statutory auditors or, if exceptional circumstances require so, any two members of the Board of Management acting jointly may convene a general meeting. They shall be obliged to convene it so that it is held within a period of one month, if shareholders representing one-tenth of the capital require it in writing, with an indication of the agenda. One or more shareholders representing at least one tenth of the subscribed capital may require the entry of one or more items on the agenda of any General Meeting. This request must be addressed to the Company at least 5 (five) days before the relevant General Meeting.

Convening notices for every General Meeting shall contain the agenda and shall take the form of announcements published twice, with a minimum interval of eight days, and eight days before the meeting, in the Official Journal (Mémorial) and in a Luxembourg newspaper.

Notices by mail shall be sent eight days before the meeting to registered shareholders.

Where all the shares are in registered form, the convening notices may be made by registered letters only.

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Each share is entitled to one vote.

Except as otherwise required by law or by these Articles, resolutions at a duly convened General Meeting will be passed by a simple majority of those present or represented and voting.

However, resolutions to alter the Articles of the Company may only be adopted in a General Meeting where at least one half of the share capital is represented and the agenda indicates the proposed amendments to the Articles and, as the case may be, the text of those which concern the objects or the form of the Company. If the first of these conditions is not satisfied, a second meeting may be convened, in the manner prescribed by the Articles, by means of notices published twice, at fifteen days interval at least and fifteen days before the meeting in the Official Journal (Mémorial) and in two Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the previous meeting. The second meeting shall validly deliberate regardless of the proportion of the capital represented. At both meetings, resolutions, in order to be adopted, must be carried by at least two-thirds of the votes expressed at the relevant General Meeting. Votes relating to shares for which the shareholder did not participate in the vote, abstain from voting, cast a blank (blanc) or spoilt (nul) vote are not taken into account to calculate the majority.

The nationality of the Company may be changed and the commitments of its shareholders may be increased only with the unanimous consent of the shareholders and bondholders.

A shareholder may act at any General Meeting by appointing another person who need not be a shareholder as its proxy in writing whether in original, by telefax, or e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed.

If all the shareholders of the Company are present or represented at a General Meeting, and consider themselves as being duly convened and informed of the agenda of the meeting, the meeting may be held without prior notice.

Before commencing any deliberations, the shareholders shall elect a chairman of the General Meeting. The chairman shall appoint a secretary and the shareholders shall appoint a scrutineer. The chairman, the secretary and the scrutineer form the General Meeting’s bureau.

The minutes of the General Meeting will be signed by the members of the bureau of the General Meeting and by any shareholder who wishes to do so.

However, in case decisions of the General Meeting have to be certified, copies or extracts for use in court or elsewhere must be signed by the chairman of the Board of Management or by any two members of the Board of Management.

Article 11. – Management

The Company shall be governed by the provisions of the Luxembourg law of August 10, 1915 on Commercial Companies, as amended (the Company Law).

The Company shall be managed by a Board of Management composed of at least three members who need not be shareholders of the Company. The members of the Board of Management shall be elected for a term not exceeding six years and shall be eligible for re-appointment.

Where a legal person is appointed as a member of the Board of Management (the Legal Entity), the Legal Entity must designate a natural person as permanent representative (représentant permanent) who will represent the Legal Entity as member of the Board of Management in accordance with the Company Law.

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The members of the Board of Management shall be appointed by the Supervisory Board. The Supervisory Board shall also determine the number of members of the Board of Management, their remuneration and the term of their office. A member of the Board of Management may be removed with or without cause and/or replaced, at any time, by resolution adopted by the Supervisory Board.

In the event of vacancy in the office of a member of the Board of Management because of death, retirement or otherwise, the remaining members of the Board of Management may elect, by a majority vote, a member of the Board of Management to fill such vacancy until the next meeting of the Supervisory Board. In the absence of any remaining members of the Board of Management, a meeting of the Supervisory Board shall promptly be convened and held to appoint new members of the Board of Management.

Article 12. – Meetings of the Board of Management

The Board of Management shall appoint a chairman (the Chairman) among its members and may choose a secretary, who need not be a member of the Board of Management, and who shall be responsible for keeping the minutes of the meetings of the Board of Management. The Chairman will preside at all meetings of the Board of Management. In his/her absence, the other members of the Board of Management will appoint another chairman pro tempore who will preside at the relevant meeting by simple majority vote of the members of the Board of Management present or represented at such meeting. Meetings of the Board of Management shall in principle be held at the registered office of the Company.

The Board of Management shall meet upon call by the Chairman or any two members of the Board of Management at the place indicated in the notice of meeting.

Written notice of any meeting of the Board of Management shall be given to all the members of the Board of Management at least twenty-four (24) hours in advance of the date set for such meeting, except in circumstances of emergency, in which case the nature of such circumstances shall be set forth briefly in the convening notice of the meeting of the Board of Management.

No such written notice is required if all the members of the Board of Management are present or represented during the meeting and if they state to have been duly informed, and to have had full knowledge of the agenda of the meeting. The written notice may be waived by the consent in writing, whether in original, by telefax, or e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed, of each member of the Board of Management. Separate written notice shall not be required for meetings that are held at times and places determined in a schedule previously adopted by resolution of the Board of Management.

Any member of the Board of Management may act at any meeting of the Board of Management by appointing in writing, whether in original, by telefax, or e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed, another member of the Board of Management as his or her proxy.

The Board of Management can validly debate and take decisions only if at least one half of its members is present or represented. A member of the Board of Management may represent more than one of his or her colleagues, under the condition however that at least two members of the Board of Management are present at the meeting or participate at such meeting by way of any means of communication that are permitted under the Articles and by the Company Law. Decisions are taken by the majority of the members present or represented. In case of a tied vote, the Chairman of the meeting shall have a casting vote.

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Any member of the Board of Management may participate in a meeting of the Board of Management by conference call, video conference or similar means of communications equipment whereby (i) the members of the Board of Management attending the meeting can be identified, (ii) all persons participating in the meeting can hear and speak to each other, (iii) the transmission of the meeting is performed on an on-going basis and (iv) the members of the Board of Management can properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting. A meeting of the Board of Management held by such means of communication will be deemed to be held in Luxembourg.

Notwithstanding the foregoing, a resolution of the Board of Management may also be passed in writing, in case of urgency or where other exceptional circumstances so require. Such resolution shall consist of one or several documents containing the resolutions and signed, manually or electronically by means of an electronic signature which is valid under Luxembourg law, by each member of the Board of Management. The date of such resolution shall be the date of the last signature.

Article 13. – Minutes of meetings of the Board of Management

The minutes of any meeting of the Board of Management shall be signed by all members of the Board of Management present at such meeting and a copy sent to any member of the Board of Management not present.

Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by any two members of the Board of Management.

Article 14. – Powers of the Board of Management

Subject to article 17 of the Articles, the Board of Management is vested with the broadest powers to perform or cause to be performed all acts of disposition and administration in the Company’s interest. All powers not expressly reserved by the Company Law or by the Articles to the General Meeting and to the Supervisory Board fall within the competence of the Board of Management.

Article 15. – Delegation of powers

The Board of Management may appoint a person (délégué à la gestion journalière), either a shareholder or not, or a member of the Board of Management or not, who shall have full authority to act on behalf of the Company in all matters concerned with the daily management and affairs of the Company.

The Board of Management may appoint a person, either a shareholder or not, either a member of the Board of Management or not, as permanent representative for any entity in which the Company is appointed as member of the Board of Management. This permanent representative will act with all discretion, but in the name and on behalf of the Company, and may bind the Company in its capacity as member of the Board of Management of any such entity.

The Board of Management is also authorised to appoint a person, either member of the Board of Management or not, for the purposes of performing specific functions at every level within the Company.

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Article 16. – Binding signatures

The Company shall be bound towards third parties in all matters by the joint signatures of any two members of the Board of Management. The Company shall further be bound by the joint signatures of any persons or the sole signature of the person to whom specific signatory power has been granted by the Board of Management, but only within the limits of such power. Within the boundaries of the daily management, the Company will be bound by the sole signature, as the case may be, of the person appointed to that effect in accordance with the first paragraph of Article 15 above.

Article 17. – Supervisory Board

The Company shall be supervised by a supervisory board (the Supervisory Board) composed of at least three members who need not to be shareholders of the Company. The members of the Supervisory Board shall be elected for a term not exceeding six years and shall be eligible for re-appointment.

Where a legal person is appointed as a member of the Board of Management (the Legal Entity), the Legal Entity must designate a natural person as permanent representative (représentant permanent) who will represent the Legal Entity as member of the Supervisory Board in accordance with the Company Law.

The members of the Supervisory Board shall be elected by the General Meeting. The General Meeting shall also determine the number of members of the Supervisory Board, their remuneration and the term of their office. A member of the Supervisory Board may be removed with or without cause and/or replaced, at any time, by resolution adopted by the General Meeting.

In the event of vacancy in the office of a member of the Supervisory Board because of death, retirement or otherwise, the remaining members of the Supervisory Board may elect, by a majority vote, a member of the Supervisory Board to fill such vacancy until the next General Meeting. In the absence of any remaining members of the Supervisory Board, a General Meeting shall promptly be convened by the auditor and held to appoint new members of the Supervisory Board.

The following decisions by the Board of Management shall require the prior authorisation of the Supervisory Board (the Major Decisions):

i. Acquisitions or disposals by the Company or any of its subsidiaries (together, the Group) the consideration for which exceeds EUR 2,000,000, whether by a single transaction or series of connected transactions;

ii. Any investments in or the carrying on of business through an entity that is not a wholly owned subsidiary, in excess of EUR 2,000,000;

iii. The change, replacement, or any material addition to any loan or loan facility entered into by any member of the Group, or the addition of any new loan or loan facility;

iv. Subject to any arrangements in respect of forced exits or registration rights, the adoption and implementation of any strategy for achieving a flotation of any member of the Group and decisions as to the timing and pricing of such flotation;

v. Any proposal to the General Meeting regarding a merger, consolidation, recapitalization, winding-up or liquidation or commencing of any insolvency proceedings of the Company or any other member of the Group;

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vi. Any proposal to the General Meeting regarding the declaration and payment of any dividend or other distribution by the Company;

vii. The entry into by the Company or any other member of the Group of any transaction, arrangement with a member of the Board of Management of the Company or any other member of the Group or any person connected with such member of the Board of Management or with any shareholder;

viii. The removal and appointment of the chairman and the removal and appointment of the chief executive officer of the Company or any other member of the Group;

ix. Establishment or material variation of any employee share option scheme, any pension or life insurance scheme in relation to any member of the Group;

x. The making of loans and giving of guarantees or indemnities by any member of the Group to employees in excess of EUR 2,000,000;

xi. The creation of any mortgage, charge, encumbrance or other security interest on any uncalled capital or on any asset of the Company other than in the ordinary course of business;

xii. The making of capital expenditures by any member of the Group in excess of EUR 2,000,000 in any year not provided for specifically in the budget;

xiii. Any proposal by the Board of Management made to the General Meeting concerning the removal, replacement and remuneration of the Company’s auditors;

xiv. The approval of any significant change in accounting policies or practices, including any alteration of the Company’s accounting reference date; and

xv. The payment to any member of the Board of Management of the Company or any affiliated person of any bonus or commission other than pursuant to an employment contract.

Article 18. – Meetings of the Supervisory Board

The members of the Supervisory Board shall meet whenever a decision entering within its duties, in accordance with article 17 of the Articles is to be taken, upon call of a member of the Supervisory Board or of a Member of the Board of Management at the place indicated in the convening notice.

Written notice of any meeting of the Supervisory Board shall be given to the members of the Supervisory Board at least 24 (twenty-four) hours in advance of the date set for such meeting, except in case of emergency, in which case the nature of such circumstances shall be set forth in the convening notice of the meeting of the Supervisory Board.

No such convening notice is required if all the members of the Supervisory Board are present or represented at the meeting and if they state to have been duly informed, and to have had full knowledge of the agenda of the meeting. The notice may be waived by the consent in writing, whether in original, by telegram, telex, facsimile or e-mail, of each member of the Supervisory Board.

Any member of the Supervisory Board may act at any meeting of the Supervisory Board by appointing in writing another member of the Supervisory Board as his proxy.

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Resolutions of the Supervisory Board are validly taken by the majority of the votes cast by the members of the Supervisory Board present or represented. Each member of the Supervisory Board may cast one vote.

Any member of the Supervisory Board may participate in any meeting of the Supervisory Board by telephone or video conference call or by any other similar means of communication allowing all the persons taking part in the meeting to hear and speak to each other. The participation in a meeting by these means is deemed equivalent to a participation in person at such meeting.

The resolutions of the Supervisory Board will be recorded in minutes signed by all the members of the Supervisory Board present or represented at the meeting.

Circular resolutions signed by all the members of the Supervisory Board shall be valid and binding in the same manner as if passed at a meeting duly convened and held. Such signatures may appear on a single document or on multiple copies of an identical resolution and may be evidenced by letter or facsimile.

Article 19. – Conflict of interests

No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that any one or more of the members of the Management Board, members of the Supervisory Board or officers of the Company is interested in, or is a member of the Board of Management, associate, officer or employee of such other company or firm.

Any member of the Board of Management, member of the Supervisory Board or officer of the Company who serves as member of the Board of Management, member of the Supervisory Board, officer or employee of any company or firm with which the Company shall contract or otherwise engage in business shall not, solely by reason of such affiliation with such other company or firm, be prevented from considering and voting or acting upon any matters with respect to such contract or other business.

In the event that any member of the Board of Management or member of the Supervisory Board of the Company may have any personal and opposite interest in any transaction of the Company, such member of the Board of Management or member of the Supervisory Board shall make known to the Board of Management or to the Supervisory Board such personal and opposite interest and shall not consider or vote upon any such transaction, and such transaction, and such member of the Board of Management’s interest therein, shall be reported to the next following General Meeting.

The preceding paragraph does not apply to resolutions of the Board of Management or of the Supervisory Board concerning transactions made in the ordinary course of business of the Company which are entered into on arm’s length terms.

Article 20. – Indemnification

The Company may indemnify any member of the Board of Management or officer and his heirs, executors and administrators, against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Board of Management or officer of the Company or, at his request, of any other corporation of which the Company is a shareholder or creditor and from which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct.

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In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be entitled.

Article 21. – Statutory Auditor(s)

The operations of the Company shall be supervised by one or several statutory auditor(s) (commissaire(s) aux comptes), or, where required by law, an independent external authorised auditor (réviseur d’entreprises agréé). The statutory auditor(s) shall be elected for a term not exceeding six years and shall be eligible for re-appointment.

The statutory auditor(s) will be appointed by the General Meeting which will determine their number, their remuneration and the term of their office. The statutory auditor(s) in office may be removed at any time by the general meeting of shareholders of the Company with or without cause.

Article 22. – Accounting year

The accounting year of the Company shall begin on 1 January and ends on 31 December of each year.

Article 23. – Annual accounts

Each year, at the end of the financial year, the Board of Management will draw up the annual accounts of the Company in the form required by the Company Law.

At the latest one month prior to the annual General Meeting, the Board of Management will submit the Company’s balance sheet and profit and loss account together with its report and such other documents as may be required by law to the statutory auditor(s) of the Company who will thereupon draw up its report.

At the latest 15 (fifteen) days prior to the annual General Meeting, the balance sheet, the profit and loss account, the reports of the Board of Management and of the statutory auditor(s) and such other documents as may be required by law shall be deposited at the registered office of the Company where they will be available for inspection by the shareholders during regular business hours.

Article 24. – Allocation of profits

From the annual net profits of the Company, 5% (five per cent.) shall be allocated to the reserve required by law. This allocation shall cease to be required as soon as such legal reserve amounts to 10% (ten per cent.) of the capital of the Company as stated or as increased or reduced from time to time as provided in Article 5 above, but shall again be compulsory if the reserve falls below such one-tenth.

The General Meeting shall determine how the remainder of the annual net profits shall be disposed of and it may decide to pay dividends from time to time, as in its discretion it believes best suits the corporate purpose and policy and within the limits of the Company Law.

The dividends may be paid in euro or any other currency selected by the Board of Management and they may be paid at such places and times as may be determined by the Board of Management.

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The Board of Management may decide to pay interim dividends under the conditions and within the limits laid down in the Company Law.

Article 25. – Dissolution and liquidation

The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required for amendment of these Articles, as prescribed in article 11 above. In the event of dissolution of the Company, the liquidation shall be carried out by one or several liquidators (who may be physical persons or legal entities) appointed by the General Meeting deciding such liquidation. Such General Meeting shall also determine the powers and the remuneration of the liquidator(s).

Article 26. – Applicable law

All matters not expressly governed by these Articles shall be determined in accordance with the Company Law.

TRANSITIONAL PROVISION

The Company’s first financial year shall begin on the date of this deed and end on the thirty-first (31) of December 2012.

SUBSCRIPTION AND PAYMENT

Beverage Packaging Holdings (Luxembourg) III S.àr.l., represented as stated above, subscribes for one thousand (1,000) shares in registered form, having a nominal value of thirty-one euro (EUR 31) each, and agrees to pay them in full by a contribution in cash of thirty-one thousand euro (EUR 31,000).

The amount of thirty-one thousand euro (EUR 31,000) is at the Company’s disposal and evidence of such amount has been given to the undersigned notary.

COSTS

The expenses, costs, fees and charges of any kind whatsoever to be borne by the Company in connection with its incorporation are estimated at approximately one thousand five hundred Euros (EUR 1,500.-).

RESOLUTIONS OF THE SOLE SHAREHOLDER

Immediately after the incorporation of the Company, its sole shareholder, representing the entire subscribed share capital, adopted the following resolutions:

1. The following are appointed as members of the Board of Management of the Company for a period of six (6) years:

— Mr. Pascal Beckers, accountant, born on 19^th August 1979 in Verviers (Belgium), residing professionally at 6C, rue Gabriel Lippmann, L-5365 Munsbach ;

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— Mr. Alexis de Montpellier, lawyer, born on 22^nd March 1979 in Namur (Belgium), residing professionally at 6C, rue Gabriel Lippmann, L-5365 Munsbach ; and

— Mrs. Shao Tchin Chan, accountant, born on 26^th December 1980 in Uccle (Belgium), residing professionally at 6C, rue Gabriel Lippmann, L-5365 Munsbach.

2. The following are appointed as members of the Supervisory Board of the Company for a period of six (6) years:

— Mark Dunkley, Tax Director, born on 19 November 1963 in Sydney (Australia) whose private address is at 26 Willunga Road Berowra 2081 New South Wales, Australia;

— Andrew Liddell, Mergers and Acquisition Director, born on 14 July 1968 in Dunedin (New Zealand), whose private address is at 8 Paerimu Street, Orakei, Auckland 1071 New Zealand; and

— Allen Hugli, Chief Financial Officer, born on 24 December 1962 in Sault Ste Marie, Ontario, Canada, whose private address is at 1 Hay Place, Epsom, Auckland, New Zealand.

3. PricewaterhouseCoopers with registered office at 400, Route d’Esch, L-1471 Luxembourg is appointed as approved external auditor (réviseur d’entreprises agréé) of the Company for a period of 6 years.

4. The registered office of the Company is located at 6C rue Gabriel Lippmann, L-5365 Munsbach.

DECLARATION

The undersigned notary, who understands and speaks English, states that at the request of the appearing party, this deed is drawn up in English, followed by a French version, and that in the case of divergences, the English text prevails.

WHEREOF this deed is drawn up in Luxembourg, on the day stated above.

After reading this deed aloud, the notary signs it with the authorised representative of the appearing party.

Suit la traduction en français du texte qui précède:

L’an deux mille douze, le onzième jour du mois de décembre.

Par-devant le soussigné Maître Henri Hellinckx, notaire, résident à Luxembourg, Grand-Duché de Luxembourg.

A COMPARU :

Beverage Packaging Holdings (Luxembourg) III S.à r.l., une société à responsabilité limitée de droit luxembourgeois, ayant son siège social au 6C, rue Gabriel Lippmann, L-5365 Munsbach, immatriculée au Registre de Commerce et des Sociétés de Luxembourg sous le numéro B 128.135,

ici représentée par Vanessa Schmitt, Avocat à la Cour, demeurant professionnellement à Luxembourg, en vertu d’une procuration donnée sous seing privé.

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Ladite procuration, après avoir été signée ne varietur par le mandataire de la partie comparante ainsi que par le notaire soussigné, restera annexée au présent acte notarié pour être soumise à la formalité de l’enregistrement.

La partie comparante, représentée comme indiqué ci-dessus, a requis le notaire instrumentant de dresser comme suit les statuts d’une société anonyme qu’il déclare constituer:

Article 1. – Forme et Dénomination

Il est établi une société anonyme sous la dénomination de “Beverage Packaging Holdings (Luxembourg) V S.A” (la Société).

La Société peut avoir un actionnaire unique (l’Actionnaire Unique) ou plusieurs actionnaires. La Société ne pourra pas être dissoute par le décès, la suspension des droits civiques, la faillite, la liquidation ou la banqueroute de l’Actionnaire Unique.

Toute référence aux actionnaires dans les statuts de la Société (les Statuts) est une référence à l’Actionnaire Unique si la Société n’a qu’un seul actionnaire.

Article 2. – Siège Social

Le siège social de la Société est établi dans la municipalité de Schuttrange. Il pourra être transféré dans les limites de la commune de Schuttrange par simple décision du directoire de la Société (le Directoire).

Lorsque le Directoire estime que des événements extraordinaires d’ordre politique ou militaire de nature à compromettre l’activité normale au siège social, ou la communication aisée entre le siège social et l’étranger se produiront ou seront imminents, il pourra transférer provisoirement le siège social à l’étranger jusqu’à la cessation complète de ces circonstances anormales. Cette mesure provisoire n’aura toutefois aucun effet sur la nationalité de la Société, qui restera une société luxembourgeoise.

Article 3. – Durée de la Société

La Société est constituée pour une période indéterminée.

La Société peut être dissoute, à tout moment, par résolution de l’Assemblée Générale statuant comme en matière de modifications des Statuts, tel que prescrit à l’Article 10 ci-après.

Article 4. – Objet Social

La Société a pour objet social (i) l’acquisition, la détention et la cession, sous quelque forme que ce soit et par tous moyens, par voie directe ou indirecte, de participations, droits, intérêts et engagements dans des sociétés luxembourgeoises ou étrangères, (ii) l’acquisition par achat, souscription ou de toute autre manière, ainsi que l’aliénation par vente, échange or de toute autre manière de titres, obligations, créances, billets et autres valeurs ou instruments financiers de toutes espèces (notamment d’obligations ou de parts émises par des fonds commun de placement luxembourgeois ou par des fonds étrangers, ou tout autre organisme similaire), de prêts ou toute autre facilité de crédit, ainsi que des contrats portant sur les titres précités ou y relatifs et (iii) la possession, l’administration, le développement et la gestion d’un portefeuille d’actifs (composé notamment d’actifs tels que ceux définis dans les paragraphes (i) et (ii) ci-dessus).

La Société peut emprunter sous quelque forme que ce soit. Elle peut être partie à tout type de contrat de prêt et elle peut procéder à l’émission de titres de créance, d’obligations, de certificats, d’actions, de parts bénéficiaires, de warrants et d’actions, y compris sous un ou plusieurs programmes d’émissions. La Société peut prêter des fonds, y compris ceux résultant des emprunts et/ou des émissions d’obligations, à ses filiales, à des sociétés affiliées et à toute autre société.

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La Société peut également consentir des garanties ou des sûretés au profit de tierces personnes afin de garantir ses obligations ou les obligations de ses filiales, de sociétés affiliées ou de toute autre société. La Société peut en outre nantir, céder, grever de charges tout ou partie de ses avoirs ou créer, de toute autre manière, des sûretés portant sur tout ou partie de ses avoirs.

La Société peut passer, exécuter, délivrer ou accomplir toutes les opérations de swaps, opérations à terme (futures), opérations sur produits dérivés, marchés à prime (options), opérations de rachat, prêt de titres ainsi que toutes autres opérations similaires. La Société peut, de manière générale, employer toutes techniques et instruments liés à des investissements en vue de leur gestion efficace, y compris des techniques et instruments destinés à la protéger contre les risques de change, de taux d’intérêt et autres risques.

Les descriptions ci-dessus doivent être comprises dans leurs sens le plus large et leur énumération n’est pas limitative. L’objet social couvre toutes les opérations auxquelles la Société participe et tous les contrats passés pas la Société, dans la mesure où ils restent compatibles avec l’objet social ci-avant explicité.

D’une façon générale, la Société peut prendre toutes mesures de surveillance et de contrôle et effectuer toute opération ou transaction qu’elle considère nécessaire ou utile pour l’accomplissement et le développement de son objet social de la manière la plus large.

La Société peut accomplir toutes les opérations commerciales, industrielles, financières, mobilières et immobilières, se rapportant directement ou indirectement à son objet social ou susceptibles de favoriser son développement.]

Article 5. – Capital Social

Le capital social souscrit est fixé à la somme de EUR 31.000 (trente et un mille euros), représenté par 1.000 (mille) actions ayant une valeur nominale de EUR 31 (trente et un euros) chacune.

Le capital social souscrit de la Société peut être augmenté ou réduit par une résolution prise par l’Assemblée Générale statuant comme en matière de modification des Statuts, tel que prescrit à l’article 10 ci-après.

Article 6. – Actions

Les actions de la Société sont nominatives.

Un registre de(s) actionnaire(s) est tenu au siège social de la Société où il peut être consulté par tout actionnaire. Ce registre contient le nom de tout actionnaire, sa résidence ou son domicile élu, le nombre d’actions qu’il détient, le montant libéré pour chacune de ces actions, ainsi que la mention des transferts des actions et les dates de ces transferts. La propriété des actions est établie par inscription dans ledit registre.

Des certificats constatant les inscriptions dans le registre des actionnaires peuvent être émis aux actionnaires et ces certificats, s’ils sont émis, seront signés par le président du Directoire ou par deux autres membres du Directoire.

La Société ne reconnaît qu’un seul propriétaire par action. Dans le cas où une action viendrait à appartenir à plusieurs personnes, la Société aura le droit de suspendre l’exercice de tous droits y attachés jusqu’au moment où une personne aura été désignée comme propriétaire unique vis-à-vis de la Société. La même règle sera appliquée en cas de conflit entre un usufruitier et un nu-propriétaire ou entre un créancier et un débiteur gagiste.

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La Société peut racheter ses propres actions dans les limites prévues par la loi.

Article 7. – Transfert des Actions

Le transfert des actions peut se faire par une déclaration écrite de transfert inscrite au registre de(s) actionnaire(s) de la Société, cette déclaration de transfert devant être datée et signée par le cédant et le cessionnaire ou par des personnes détenant les pouvoirs de représentation nécessaires pour agir à cet effet ou, conformément aux dispositions de l’article 1690 du code civil luxembourgeois relatives à la cession de créances.

La Société peut également accepter comme preuve de transfert d’actions d’autres instruments de transfert, dans lequel les consentements du cédant et du cessionnaire sont établis, et jugés suffisants par la Société.

Article 8. – Pouvoirs de l’assemblée des actionnaires de la Société

Aussi longtemps que la Société n’a qu’un Actionnaire Unique, l’Actionnaire Unique a tous les pouvoirs conférés à l’Assemblée Générale. Dans ces Statuts, toute référence aux décisions prises ou aux pouvoirs exercés par l’Assemblée Générale est une référence aux décisions prises ou aux pouvoirs exercés par l’Actionnaire Unique tant que la Société n’a qu’un Actionnaire unique. Les décisions prises par l’Actionnaire Unique sont enregistrées par voie de procès-verbaux.

Dans l’hypothèse d’une pluralité d’actionnaires, toute Assemblée Générale régulièrement constituée représente tous les actionnaires de la Société. Elle a les pouvoirs les plus larges pour ordonner, faire ou ratifier tous les actes relatifs aux opérations de la Société.

Article 9. – Assemblée Générale annuelle des actionnaires – Autres Assemblées Générales

L’Assemblée Générale annuelle se tient conformément à la loi luxembourgeoise à Luxembourg au siège social de la Société ou à tout autre endroit de la commune du siège indiqué dans les convocations, le deuxième jeudi de juin de chaque année à 8 heures. Si ce jour est férié pour les établissements bancaires à Luxembourg, l’Assemblée Générale annuelle se tiendra le premier jour ouvrable suivant.

L’Assemblée Générale peut se tenir à l’étranger si le Directoire constate souverainement que des circonstances exceptionnelles le requièrent.

Les autres Assemblées Générales pourront se tenir aux lieu et heure spécifiés dans les avis de convocation.

Tout actionnaire de la Société peut participer à l’Assemblée Générale par conférence téléphonique, vidéo conférence ou tout autre moyen de communication similaire grâce auquel (i) les actionnaires participant à la réunion de l’Assemblée Générale peuvent être identifiés, (ii) toute personne participant à la réunion de l’Assemblée Générale peut entendre les autres participants et leur parler, (iii) la réunion de l’Assemblée Générale est retransmise en direct et (iv) les actionnaires peuvent valablement délibérer. La participation à une réunion de l’Assemblée Générale par un tel moyen de communication équivaudra à une participation en personne à la réunion.

Article 10. – Délais de convocation, quorum, avis de convocation, procurations et vote

Les délais de convocation et quorum requis par la loi sont applicables aux avis de convocation et à la conduite de l’Assemblée Générale, dans la mesure où il n’en est pas disposé autrement dans les Statuts.

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Une Assemblée Générale peut être convoquée par le Directoire, ou par le commissaire aux comptes ou, si des circonstances exceptionnelles le requièrent, par deux membres du Directoire conjointement. Ils sont obligés de la convoquer de façon qu’elle soit tenue dans le délai d’un mois, lorsque des actionnaires représentant le dixième du capital social les en requièrent par une demande écrite, indiquant l’ordre du jour. Un ou plusieurs actionnaires représentant au moins un dixième du capital social peuvent demander l’inscription d’un ou de plusieurs points à l’ordre du jour de toute Assemblée Générale. Cette demande doit être envoyée par lettre recommandée cinq jours au moins avant la tenue de l’Assemblée Générale en question.

Les avis de convocation pour chaque Assemblée Générale doivent contenir l’ordre du jour et sont faites par des annonces insérées deux fois à huit jours d’intervalle au moins et huit jours avant l’Assemblée Générale, dans le Mémorial et dans un journal de Luxembourg.

Des lettres missives seront adressées, huit jours avant l’assemblée, aux actionnaires en nom.

Quand toutes les actions sont nominatives, les convocations peuvent être faites uniquement par lettres recommandées.

Chaque action donne droit à une voix.

Dans la mesure où il n’en est pas autrement disposé par la loi ou par les Statuts, les décisions de l’Assemblée Générale dûment convoquée sont prises à la majorité simple des actionnaires présents ou représentés et votants.

Cependant, les décisions pour modifier les Statuts de la Société peuvent seulement être adoptées par une Assemblée Générale représentant au moins la moitié du capital social et pour laquelle l’ordre du jour indique les modifications statutaires proposées, et le cas échéant, le texte de celles qui touchent à l’objet ou à la forme de la Société. Si la première de ces conditions n’est pas remplie, une nouvelle assemblée peut être convoquée, dans les formes prévues par les Statuts, par des annonces insérées deux fois, à quinze jours d’intervalle au moins et quinze jours avant l’Assemblée Générale dans le Mémorial et dans deux journaux de Luxembourg. Cette convocation reproduit l’ordre du jour, en indique la date et le résultat de la précédente Assemblée Générale. La seconde assemblée délibère valablement, quelle que soit la portion du capital représentée. Dans les deux assemblées, les résolutions, pour être valables, devront réunir les deux tiers au moins des voix exprimées. Les voix attachées aux actions pour lesquelles l’actionnaire n’a pas pris part au vote ou s’est abstenu ou a voté blanc ou nul ne sont pas pris en compte pour le calcul de la majorité.

Le changement de la nationalité de la Société et l’augmentation des engagements des actionnaires ne peuvent être décidés qu’avec l’accord unanime des actionnaires et des obligataires.

Chaque actionnaire peut prendre part aux assemblées générales des actionnaires de la Société en désignant par écrit, soit en original, soit par téléfax, ou par courriel muni d’une signature électronique (conforme aux exigences de la loi luxembourgeoise), une autre personne comme mandataire, actionnaire ou non.

Si tous les actionnaires sont présents ou représentés à l’Assemblée Générale des actionnaires de la Société, et déclarent avoir été dûment convoqués et informés de l’ordre du jour de l’Assemblée Générale des actionnaires de la Société, celle-ci pourra être tenue sans convocation préalable.

Avant de commencer les délibérations, les actionnaires élisent en leur sein un président de l’Assemblée Générale Le président nomme un secrétaire et les actionnaires nomment un scrutateur. Le président, le secrétaire et le scrutateur forment le bureau de l’Assemblée Générale.

Les procès-verbaux des réunions de l’Assemblée Générale seront signés par les membres du bureau de l’Assemblée Générale et par tout actionnaire qui exprime le souhait de signer.

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Cependant, si les décisions de l’Assemblée Générale doivent être certifiées, des copies ou extraits à utiliser devant un tribunal ou autre part doivent être signés par le président du Directoire ou deux membres du Directoire conjointement.

Article 11. – Direction de la Société

La Société sera régie par les dispositions de la loi luxembourgeoise du 10 août 1915 sur les Sociétés Commerciales, telle que modifiée (la Loi de 1915).

La Société est dirigée par un Directoire comprenant au moins trois membres, lesquels ne sont pas nécessairement actionnaires de la Société. Les membres du Directoire sont élus pour un terme ne pouvant excéder six ans et ils sont rééligibles.

Lorsqu’une personne morale est nommée membre du Directoire de la Société (la Personne Morale), la Personne Morale doit désigner une personne physique en tant que représentant permanent qui la représentera comme membre du Directoire de la Société, conformément à la Loi de 1915.

Le(s) membre(s) du Directoire sont nommés par le Conseil de Surveillance. Le Conseil de Surveillance détermine également le nombre de membres du Directoire, leur rémunération et la durée de leur mandat. Un membre du Directoire peut être révoqué avec ou sans motif et/ou peut être remplacé à tout moment par décision du Conseil de Surveillance.

En cas de vacance d’un poste de membre du Directoire pour cause de décès, de retraite ou toute autre cause, les membres du Directoire restants pourront élire, à la majorité des votes, un membre du Directoire pour pourvoir au remplacement du poste devenu vacant jusqu’à la prochaine réunion du Conseil de Surveillance de la Société. En l’absence de membre du Directoire disponible, le Conseil de Surveillance devra être rapidement être réuni et se tenir pour nommer de nouveaux membres du Directoire.

Article 12. – Réunion du Directoire

Le Directoire doit nommer un président (le Président) parmi ses membres et peut désigner un secrétaire, membre du Directoire ou non, qui sera en charge de la tenue des procès-verbaux des réunions du Directoire. Le Président préside toutes les réunions du Directoire. En son absence, les autres membres du Directoire, nommeront un président pro tempore qui présidera la réunion en question, par un vote à la majorité simple des membres du Directoire présents ou par procuration à la réunion en question.

Les réunions du Directoire sont convoquées par le Président ou par deux membres du Directoire, au lieu indiqué dans l’avis de convocation.

Avis écrit de toute réunion du Directoire est donné à tous les membres du Directoire au moins 24 (vingt-quatre) heures avant la date prévue pour la réunion, sauf s’il y a urgence, auquel cas la nature et les motifs de cette urgence seront mentionnés brièvement dans l’avis de convocation.

La réunion peut être valablement tenue sans convocation préalable si tous les membres du Directoire de la Société sont présents ou représentés lors de la réunion du Directoire et déclarent avoir été dûment informés de la réunion et de son ordre du jour. Il peut aussi être renoncé à la convocation écrite avec l’accord de chaque membre du Directoire de la Société donné par écrit soit en original, soit par téléfax ou par courriel muni d’une signature électronique (conforme aux exigences de la loi luxembourgeoise). Une convocation spéciale ne sera pas requise pour une réunion du Directoire se tenant aux lieu et place prévus dans une résolution préalablement adoptée par le Directoire.

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Tout membre du Directoire peut se faire représenter au Directoire en désignant par écrit soit en original, soit par téléfax ou par courriel muni d’une signature électronique conforme aux exigences de la loi luxembourgeoise, un autre membre du Directoire comme son mandataire.

Le Directoire ne peut délibérer et/ou agir valablement que si la moitié au moins des membres du Directoire est présente ou représentée à une réunion du Directoire. Un membre du Directoire peut représenter plus d’un autre membre du Directoire, à condition que deux membres du Directoire au moins soient physiquement présents à la réunion ou y participent par un moyen de communication qui est autorisé par les statuts ou par la Loi de 1915. Les décisions sont prises à la majorité des voix des membres du Directoire présents ou représentés lors de cette réunion du Directoire. Au cas où lors d’une réunion, il existe une parité des votes pour et contre une résolution, la voix du Président de la réunion sera prépondérante.

Tout membre du Directoire peut participer à la réunion du Directoire par conférence téléphonique, vidéo conférence ou tout autre moyen de communication similaire grâce auquel (i) les membres du Directoire participant à la réunion du Directoire peuvent être identifiés, (ii) toute personne participant à la réunion du Directoire peut entendre les autres participants et leur parler (iii) la réunion du Directoire est retransmise en direct et (iv) les membres du Directoire peuvent valablement délibérer. La participation à une réunion du Directoire par un tel moyen de communication équivaudra à une participation en personne à une telle réunion.

Nonobstant les dispositions qui précèdent, en cas d’urgence ou de circonstances exceptionnelles le justifiant, une décision du Directoire peut également être prise par voie circulaire. Une telle résolution doit consister en un seul ou plusieurs documents contenant les résolutions et signés, manuellement ou électroniquement par une signature électronique conforme aux exigences de la loi luxembourgeoise, par tous les membres du Directoire (résolution circulaire). La date d’une telle décision est la date de la dernière signature.

Article 13. – Procès-verbaux de réunions du Directoire

Les procès-verbaux des réunions du Directoire sont signés les membres du Directoire présents et une copie sera adressée aux membres du Directoire non-présents.

Les copies ou extraits de procès-verbaux destinés à servir en justice ou ailleurs sont signés par deux membres du Directoire conjointement.

Article 14. – Pouvoirs du Directoire

Dans le respect de l’article 17 des Statuts, le Directoire est investi des pouvoirs les plus larges pour accomplir tous les actes de disposition et d’administration dans l’intérêt de la Société. Tous les pouvoirs non expressément réservés par la Loi de 1915 ou par les Statuts à l’Assemblée Générale et au Conseil de Surveillance sont de la compétence du Directoire.

Article 15. – Délégation de pouvoirs

Le Directoire peut nommer un délégué à la gestion journalière, actionnaire ou non, membre du Directoire ou non, qui aura les pleins pouvoirs pour agir au nom de la Société pour tout ce qui concerne la gestion journalière.

Le Directoire peut nommer une personne, actionnaire ou non, membre du Directoire ou non, en qualité de représentant permanent de toute entité dans laquelle la Société est nommée membre du Directoire. Ce représentant permanent agira de son propre chef, mais au nom et pour le compte de la Société et engagera la Société en sa qualité de membre du Directoire d’une telle entité.

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Le Directoire est aussi autorisé à nommer une personne, membre du Directoire ou non, pour l’exécution de missions spécifiques à tous les niveaux de la Société.

Article 16. – Signatures autorisées

La Société est engagée, en toutes circonstances vis-à-vis des tiers par la signature conjointe de deux membres du Directoire de la Société. La Société est engagée en plus par la signature conjointe de toutes personnes ou l’unique signature de toute personne à qui de tels pouvoirs de signature auront été délégués par le Directoire, et ce dans les limites des pouvoirs qui leur auront été conférés. Dans les limites de la gestion journalière, la Société sera engagée par la seule signature, selon le cas, de la personne nommée à cet effet conformément au premier paragraphe de l’Article 16 ci-dessus.

Article 17. – Conseil de Surveillance

La Société est supervisée par un conseil de surveillance (le Conseil de Surveillance) comprenant au moins trois membres, lesquels ne sont pas nécessairement actionnaires de la Société. Les membres du Conseil de Surveillance sont élus pour un terme ne pouvant excéder six ans et ils sont rééligibles.

Lorsqu’une personne morale est nommée membre du Conseil de Surveillance de la Société (la Personne Morale), la Personne Morale doit désigner une personne physique en tant que représentant permanent qui la représentera comme Administrateur Unique ou Administrateur de la Société, conformément à la Loi de 1915.

Les membres du Conseil de Surveillance sont élus par l’Assemblée Générale. L’Assemblée Générale détermine également le nombre de membres du Conseil de Surveillance, leur rémunération et la durée de leur mandat. Un membre du Conseil de Surveillance peut être révoqué avec ou sans motif et/ou peut être remplacé à tout moment par décision de l’Assemblée Générale.

En cas de vacance d’un poste de membre du Conseil de Surveillance pour cause de décès, de retraite ou toute autre cause, les membres du Conseil de Surveillance restants pourront élire, à la majorité des votes, un membre du Conseil de Surveillance pour pourvoir au remplacement du poste devenu vacant jusqu’à la prochaine Assemblée Générale de la Société. En l’absence de membre du Conseil de Surveillance disponible, l’Assemblée Générale devra être rapidement être réunie par le commissaire aux comptes et se tenir pour nommer de nouveaux membres du Conseil de Surveillance.

Les décisions du Directoire suivantes nécessitent l’accord préalable du Conseil de Surveillance (les Décisions Majeures) :

i. acquisitions ou cessions par la Société ou d’une de ses filiales (ensemble, le Groupe) dont le prix dépasse € 2.000.000, soit en une seule transaction ou en une série de transactions liées ;

ii. tout investissement dans ou l’exploitation d’une entreprise par le biais d’une entité qui n’est pas une filiale détenue entièrement, dépassant € 2.000.000 ;

iii. la modification, remplacement ou tout ajout matériel à un prêt ou facilité de crédit conclu par un membre du Groupe ou l’ajout d’un nouveau prêt ou facilité de crédit ;

iv. sous réserve de tous les arrangements concernant des sorties forcées ou droits d’inscription, l’adoption et la mise en œuvre de toute stratégie pour réaliser le lancement d’un emprunt d’un membre du Groupe et les décisions quant au moment et à la fixation du prix de ce lancement ;

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v. toute proposition faite à l’Assemblée Générale concernant une fusion, une recapitalisation, une décision de liquidation ou la mise en œuvre de toute procédure de faillite volontaire de la Société ou de tout membre du Groupe ;

vi. toute proposition faite à l’Assemblée Générale relative à la déclaration et au paiement de dividendes ou autre distribution par la Société ;

vii. la conclusion par la Société ou tout membre du Groupe de toute transaction, concordat avec un dirigeant de la Société ou tout autre membre du Groupe ou toute personne liée au dit dirigeant ou à tout actionnaire ;

viii. la révocation et la nomination du président du Directoire et la révocation ou la nomination du directeur général de la Société ou de tout autre membre du Groupe ;

ix. la mise en place ou la modification de tout plan d’attribution d’actions aux salariés, tout plan de retraite ou d’assurance-vie de tout membre du Groupe ;

x. la conclusion de prêts, de sûretés ou d’indemnités par tout membre de Groupe au profit des salariés pour un montant supérieur à EUR 2.000.000 ;

xi. la création de tout mortgage, droit réel, charge ou autre sûreté sur tout capital non appelé ou tout actif de la Société autrement que dans le cours normal des affaires ;

xii. les dépenses en capital excédant EUR 2.000.000 lors d’une année, par tout membre du Groupe, sans que cela ne soit prévu au budget ;

xiii. toute proposition faite par le Directoire à l’Assemblée Générale concernant la révocation, le remplacement et la rémunération des commissaires aux comptes de la Société ;

xiv. l’approbation de toute modification significative dans la politique ou la pratique comptable, en ce compris tout changement de l’exercice social de référence de la Société ; et

xv. le versement à tout dirigeant de la Société ou toute personne liée à lui, de toute prime ou commission sauf lorsque cela est prévu par un contrat de travail.

Article 18. – Réunions du Conseil de Surveillance

Le Conseil de Surveillance doit se réunir dès qu’une décision relevant de sa compétence aux termes de l’article 17 doit être prise, sur convocation d’un membre du Conseil de Surveillance ou d’un membre du Directoire au lieu indiqué dans la convocation.

Il sera donné à tous les membres du Conseil de Surveillance un avis écrit de toute réunion du Conseil de Surveillance au moins 24 (vingt-quatre) heures avant la date prévue pour la réunion, sauf en cas d’urgence, auquel cas la nature (et les motifs) de cette urgence seront mentionnés brièvement dans l’avis de convocation de la réunion du Conseil de Surveillance.

La réunion peut être valablement tenue sans convocation préalable si tous les membres du Conseil de Surveillance sont présents ou représentés lors de la réunion et déclarent avoir été dûment informés de la réunion et de son ordre du jour. Il peut aussi être renoncé à la convocation avec l’accord de chaque membre du Conseil de Surveillance donné par écrit soit en original, soit par télégramme, télex, téléfax ou courrier électronique.

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Tout membre du Conseil de Surveillance pourra se faire représenter aux réunions du Conseil de Surveillance en désignant par écrit un autre membre du Conseil de Surveillance comme son mandataire.

Les décisions du Conseil de Surveillance sont prises valablement à la majorité des voix des membres du Conseil de Surveillance présents ou représentés. Chaque membre du Conseil de Surveillance dispose d’une voix.

Tout membre du Conseil de Surveillance peut participer à la réunion du Conseil de Surveillance par téléphone ou vidéo conférence ou par tout autre moyen de communication similaire, ayant pour effet que toutes les personnes participant à la réunion peuvent s’entendre et se parler. La participation à la réunion par un de ces moyens équivaut à une participation en personne à la réunion.

Les procès-verbaux des réunions du Conseil de Surveillance seront signés par tous les membres du Conseil de Surveillance présents ou représentés à la réunion.

Les résolutions circulaires signées par tous les membres du Conseil de Surveillance seront considérées comme étant valablement adoptées comme si une réunion du Conseil de Surveillance dûment convoquée avait été tenue. Les signatures des membres du Conseil de Surveillance peuvent être apposées sur un document unique ou sur plusieurs copies d’une résolution identique, envoyées par lettre ou téléfax.

Article 19. – Conflit d’intérêts

Aucun contrat ou autre transaction entre la Société et une quelconque autre société ou entité ne sera affecté ou invalidé par le fait qu’un ou plusieurs membres du Directoire, membres du Conseil de Surveillance ou fondés de pouvoir de la Société auraient un intérêt personnel dans une telle société ou entité, ou sont membres du Directoire, membres du Conseil de Surveillance, actionnaire, fondé de pouvoir ou employé d’une telle société ou entité.

Tout membre du Directoire, membre du Conseil de Surveillance ou fondé de pouvoir de la Société, qui est membre du Directoire, membre du Conseil de Surveillance, fondé de pouvoir ou employé d’une société ou entité avec laquelle la Société contracterait ou s’engagerait autrement en affaires, ne pourra, en raison de sa position dans cette autre société ou entité, être empêché de délibérer, de voter ou d’agir en relation avec un tel contrat ou autre affaire.

Au cas où un membre du Directoire ou du Conseil de Surveillance de la Société aurait un intérêt personnel et contraire dans une quelconque affaire de la Société, ce membre du Directoire ou du Conseil de Surveillance devra informer le Directoire ou le Conseil de Surveillance de la Société de son intérêt personnel et contraire et il ne participera pas aux délibérations et ne prendra pas part au vote sur cette affaire; un rapport devra être fait au sujet de cette affaire et de l’intérêt personnel de ce membre du Directoire à la prochaine Assemblée Générale.

Le paragraphe qui précède ne s’applique pas aux résolutions du Directoire ou du Conseil de Surveillance concernant les opérations réalisées dans le cadre des affaires courantes de la Société conclues à des conditions normales.

Article 20. – Indemnisation

La Société peut indemniser tout membre du Directoire ou directeur et ses héritiers, exécuteurs et administrateurs testamentaires pour des dépenses raisonnablement encourues par lui en rapport avec toute action, procès ou procédure à laquelle il sera impliqué en raison du fait qu’il a été ou qu’il est un membre du Directoire ou directeur de la Société ou, à la requête de toute autre société de laquelle la Société est actionnaire ou créancière et de laquelle il n’est pas en droit d’être indemnisé, excepté en relation avec des affaires dans lesquelles il sera finalement jugé responsable de négligence grave ou de mauvaise gestion.

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En cas d’arrangement, l’indemnisation sera seulement réglée en relation avec les affaires couvertes par l’arrangement et pour lesquelles la Société obtient l’avis d’un conseiller que la personne qui doit être indemnisée n’a pas failli à ses devoirs de la manière visée ci-dessus. Le précédent droit d’indemnisation n’exclut pas d’autres droits auxquels il a droit.

Article 21. – Commissaire(s) aux comptes

Les opérations de la Société sont surveillées par un ou plusieurs commissaires aux comptes ou, dans les cas prévus par la loi, par un réviseur d’entreprises agréé. Le commissaire aux comptes est élu pour une période n’excédant pas six ans et il est rééligible.

Le commissaire aux comptes est nommé par l’Assemblée Générale qui détermine leur nombre, leur rémunération et la durée de leur fonction. Le commissaire en fonction peut être révoqué à tout moment, avec ou sans motif, par l’Assemblée Générale.

Article 22. – Exercice social

L’exercice social commence le 1^er janvier de chaque année et se termine le 31 décembre de chaque année.

Article 23. – Comptes annuels

Chaque année, à la fin de l’année sociale, le Directoire dressera les comptes annuels de la Société dans la forme requise par la Loi de 1915.

Le Directoire soumettra au plus tard un mois avant l’Assemblée Générale Annuelle ordinaire le bilan et le compte de profits et pertes ensemble avec leur rapport et les documents afférents tels que prescrits par la loi, à l’examen du/des commissaire(s) aux comptes, qui rédigera sur cette base son rapport de révision.

Le bilan, le compte de profits et pertes, le rapport du Directoire, le rapport du/des commissaire(s) aux comptes ainsi que tous les autres documents requis par la Loi de 1915, seront déposés au siège social de la Société au moins 15 (quinze) jours avant l’Assemblée Générale Annuelle. Ces documents seront à la disposition des actionnaires qui pourront les consulter durant les heures de bureau ordinaires.

Article 24. – Affectation des bénéfices

Il est prélevé sur le bénéfice net annuel de la Société 5% (cinq pour cent) qui sont affectés à la réserve légale. Ce prélèvement cessera d’être obligatoire lorsque la réserve légale aura atteint 10% (dix pour cent) du capital social de la Société tel qu’il est fixé ou tel que celui-ci aura été augmenté ou réduit de temps à autre, conformément à l’article 5 des Statuts et deviendra obligatoire à nouveau si la réserve légale descendra en dessous de ce seuil de 10% (dix pour cent).

L’Assemblée Générale décide de l’affectation du solde restant du bénéfice net annuel et décidera seule de payer des dividendes de temps à autre, comme elle estime à sa discrétion convenir au mieux à l’objet et à la politique de la Société et dans les limites de la Loi de 1915.

Les dividendes peuvent être payés en euros ou en toute autre devise choisie par le Directoire et doivent être payés aux lieu et place choisis par le Directoire.

Le Directoire peut décider de payer des acomptes sur dividendes sous les conditions et dans les limites fixées par la Loi sur les Sociétés de 1915.

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Article 25. – Dissolution et Liquidation

La Société peut être dissoute, à tout moment, par une décision de l’Assemblée Générale de la Société statuant comme en matière de modifications des Statuts, tel que prescrit à l’article 11 ci-dessus. En cas de dissolution de la Société, il sera procédé à la liquidation par les soins d’un ou de plusieurs liquidateurs (qui peuvent être des personnes physiques ou morales), et qui seront nommés par la décision de l’Assemblée Générale décidant cette liquidation. L’Assemblée Générale déterminera également les pouvoirs et la rémunération du ou des liquidateurs.

Article 26. – Droit applicable

Toutes les questions qui ne sont pas régies expressément par les présents Statuts seront tranchées en application de la Loi de 1915.

DISPOSITION TRANSITOIRE

Le premier exercice social de la Société commence à la date du présent acte et finit le 31 décembre 2012.

SOUSCRIPTION ET LIBERATION

Beverage Packaging Holdings (Luxembourg) III S.à r.l., représenté comme indiqué ci-dessus, souscrit à mille (1.000) actions sous forme nominative, ayant une valeur nominale de trente-et-un euros (EUR 31,-) chacune, et accepte de les libérer intégralement par un apport en numéraire d’un montant de trente-et-un mille euros (EUR 31.000,-).

Le montant de trente-et-un mille euros (EUR 31.000-,) est à la libre disposition de la Société, ainsi qu’il a été prouvé au notaire instrumentaire qui le constate expressément.

ESTIMATION DES FRAIS

Le montant des frais, dépenses, rémunérations ou charges, sous quelque forme que ce soit, qui incombent à la Société ou qui sont mis à sa charge en raison de sa constitution, sont estimés approximativement à la somme de mille cinq cents Euros (1.500.- EUR).

RESOLUTIONS DE L’ACTIONNAIRE UNIQUE

Immédiatement après la constitution de la Société, son actionnaire unique, représentant l’intégralité du capital social souscrit, a pris les résolutions suivantes:

1. Les personnes suivantes sont nommées en tant que membres du Directoire de la Société pour une durée de six (6) ans :

— M. Pascal Beckers, comptable, né le 19 août 1979 à Verviers (Belgique), demeurant professionnellement au 6C, rue Gabriel Lippmann, L-5365 Munsbach ;

— M. Alexis de Montpellier, avocat, né le 22 mars 1979 à Namur (Belgique), demeurant professionnellement au 6C, rue Gabriel Lippmann, L-5365 Munsbach ;

— Mme Shao Tchin Chan, comptable, née le 26 décembre 1980 à Uccle (Belgique), demeurant professionnellement au 6C, rue Gabriel Lippmann, L-5365 Munsbach.

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2. Les personnes suivantes sont nommées en tant que membres du Conseil de Surveillance de la Société pour une durée de six (6) ans:

— M. Mark Dunkley, Directeur Fiscal, né le 19 novembre 1963 à Sydney (Australie), dont l’adresse privée est située au 26 Willunga Road Berowra 2081 New South Wales, Australie ;

— M. Andrew Liddell, Directeur Fusions et Acquisitions, né le 16 juillet 1968 à Dunedin (Nouvelle-Zélande), dont l’adresse privée est située au 8 Paerimu Street, Orakei, Auckland 1071 Nouvelle-Zélande ;

— M. Allen Hugli, Directeur Financier, né le 24 décembre 1962 à Sault Ste Marie, Ontario, Canada, dont l’adresse privée est située au 1 Hay Place, Epsom, Auckland, Nouvelle-Zélande.

3. PriceWaterhouseCoopers, dont l’adresse professionnelle est à 400 route d’Esch L1471 Luxembourg est nommé en tant que réviseur d’entreprise agréé de la Société pour une durée de 6 ans;

4. le siège social de la société est fixé au 6C rue Gabriel Lippmann, L-5365 Munsbach.

DECLARATION

Le notaire soussigné qui comprend et parle l’anglais, déclare qu’à la requête de la partie comparante, le présent acte a été établi en anglais, suivi d’une version française. En cas de distorsions entre la version anglaise et française, la version anglaise prévaudra.

Dont acte, fait et passé, date qu’en tête des présentes à Luxembourg.

Et après lecture faite à la partie comparante, le mandataire de la partie comparante a signé avec le notaire le présent acte.

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EX-4.2.19

EXHIBIT 4.2.19

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

NINETEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), International Tray Pads & Packaging, Inc. (the “Additional Note Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of May 4, 2010, as amended or supplemented (the “Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 8.50% Senior Notes due 2018 (the “Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations under the Notes and the Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, BP I and the Issuers are authorized to (i) to amend the Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1. Guarantee. The Additional Note Guarantor hereby jointly and severally with all other Note Guarantors unconditionally guarantees the obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and agrees to be bound by all other applicable provisions of the Indenture.

2. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or any Guarantee referenced herein.

5. Duplicate Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

8. No Recourse Against Others. No director, officer, employee or manager of the Additional Note Guarantor will have any liability for any obligations of the Issuers, Note Guarantor or Additional Note Guarantor under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Notes and the Indenture by the Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantor executing this Supplemental Indenture, subject to Section 10.08 of the Indenture, jointly and severally shall indemnify the Trustee (which, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Supplemental Indenture or a Note Guarantee provided herein against the Issuers, BP I or the Additional Note Guarantor (including this Section) and defending against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Note Guarantor executing this Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the other Note Guarantors in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers, BP I and the Additional Note Guarantor in this Supplemental Indenture and the Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Supplemental Indenture or the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or the Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to the Issuers or the Additional Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815 5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

13. Amendments and Modification. This Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Indenture and by written agreement of each of the parties hereto.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

EX-4.2.20

EXHIBIT 4.2.20

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

TWENTIETH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Note Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of May 4, 2010, as amended or supplemented (the “Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 8.50% Senior Notes due 2018 (the “Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations under the Notes and the Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, BP I and the Issuers are authorized to (i) to amend the Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1. Guarantee. The Additional Note Guarantor hereby jointly and severally with all other Note Guarantors unconditionally guarantees the obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and agrees to be bound by all other applicable provisions of the Indenture.

2. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or any Guarantee referenced herein.

5. Duplicate Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

8. No Recourse Against Others. No director, officer, employee or manager of the Additional Note Guarantor will have any liability for any obligations of the Issuers, Note Guarantor or Additional Note Guarantor under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Notes and the Indenture by the Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantor executing this Supplemental Indenture, subject to Section 10.08 of the Indenture, jointly and severally shall indemnify the Trustee (which, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Supplemental Indenture or a Note Guarantee provided herein against the Issuers, BP I or the Additional Note Guarantor (including this Section) and defending against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Note Guarantor executing this Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the other Note Guarantors in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers, BP I and the Additional Note Guarantor in this Supplemental Indenture and the Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Supplemental Indenture or the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or the Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to the Issuers or the Additional Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815 5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

13. Amendments and Modification. This Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Indenture and by written agreement of each of the parties hereto.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – MAY 2010)

EX-4.3.18

EXHIBIT 4.3.18

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

EIGHTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Secured Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of October 15, 2010, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.125% Senior Secured Notes due 2019 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit

Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect to any Senior Secured Note and (ii) to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

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4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself

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against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

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12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Original Collateral Agent,

Principal Paying Agent, Transfer Agent or

Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

and

if to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
By	/s/ Joseph Doyle
Name:	Joseph Doyle
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

EX-4.3.19

EXHIBIT 4.3.19

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

NINETEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Secured Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of October 15, 2010, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.125% Senior Secured Notes due 2019 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any

other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect to any Senior Secured Note and (ii) to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION

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TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the

3

Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

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if to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Original Collateral Agent,

Principal Paying Agent, Transfer Agent or

Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

and

if to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Paul Barton
Name:	Paul Barton
Title:	Relationship Manager

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – OCTOBER 2010)

EX-4.4.18

EXHIBIT 4.4.18

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

EIGHTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of October 15, 2010, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 9.000% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Notes and the Senior Notes Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor with respect to any Senior Note and (ii) to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE GUARANTOR AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the Additional Senior Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

EX-4.4.19

EXHIBIT 4.4.19

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

NINETEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of October 15, 2010, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 9.000% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Notes and the Senior Notes Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor with respect to any Senior Note and (ii) to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE GUARANTOR AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the Additional Senior Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – OCTOBER 2010)

EX-4.5.16

EXHIBIT 4.5.16

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SIXTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Secured Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit

Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect to any Senior Secured Note and (ii) to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

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4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself

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against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

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12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Original Collateral Agent,

Principal Paying Agent, Transfer Agent or

Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

and

if to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
By	/s/ Joseph Doyle
Name:	Joseph Doyle
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

EX-4.5.17

EXHIBIT 4.5.17

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SEVENTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Secured Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any

other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect to any Senior Secured Note and (ii) to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION

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TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the

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Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

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if to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Original Collateral Agent,

Principal Paying Agent, Transfer Agent or

Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

and

if to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Paul Barton
Name:	Paul Barton
Title:	Relationship Manager

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – FEBRUARY 2011)

EX-4.6.35

EXHIBIT 4.6.35

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SIXTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Note Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, registrar and transfer agent, to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 8.250% Senior Notes due 2021 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Notes and the Senior Notes Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor with respect to any Senior Note and (ii) to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the Additional Senior Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

EX-4.6.36

EXHIBIT 4.6.36

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SEVENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.875% Senior Secured Notes due 2019 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior

Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Secured Notes;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate collateral agent with respect to the Designated Collateral (as defined in Amendment No. 1 and Joinder Agreement to the First Lien Intercreditor Agreement, dated January 21, 2010) under the Senior Secured Notes Indenture;

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Additional Senior Secured Note Guarantor hereby agrees to (i) be bound by and become a party to, as if originally named Senior Secured Note Guarantor therein, the First Lien Intercreditor Agreement and (ii) be bound by and become a party to the 2007 UK

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Intercreditor Agreement, as if originally named Obligor therein, by executing and delivering accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder (except to the extent any such Additional Senior Secured Note Guarantor is bound by and a party thereunder prior to the date hereof).

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Supplemental Senior Secured Notes Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

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12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Original Collateral Agent,

Principal Paying Agent, Transfer Agent or

Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

EX-4.6.37

EXHIBIT 4.6.37

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Seventh Senior Notes Supplemental Indenture”) dated as of August 10, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., as guarantor (“BP I”), the guarantors party hereto and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 9.01(a)(xiv) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized to make certain changes to the Senior Notes Indenture to provide for the issuance of Additional Senior Notes and to execute and deliver this Seventh Senior Notes Supplemental Indenture;

WHEREAS, pursuant to the terms of the Senior Notes Indenture, the Issuers desire to provide for the issuance of Additional Senior Notes, the form and substance of such Additional Senior Notes and the terms, provisions and conditions thereof to be set forth as provided in the Senior Notes Indenture and this Seventh Senior Notes Supplemental Indenture; and

WHEREAS, the Senior Notes, including any Additional Senior Notes to be issued pursuant to this Seventh Senior Notes Supplemental Indenture, shall be treated as a single class for all purposes under the Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Issuer, BP I and the other guarantors party hereto covenant and agree as follows:

1. Definitions. Unless the context otherwise requires:

(a) a term defined in the Senior Notes Indenture has the same meaning when used in this Seventh Senior Notes Supplemental Indenture unless the definition of such term is amended and supplemented pursuant to this Seventh Senior Notes Supplemental Indenture;

(b) a term defined anywhere in this Seventh Senior Notes Supplemental Indenture has the same meaning throughout;

(c) the singular includes the plural and vice versa;

(d) a reference to a Section or Article is to a Section or Article in this Seventh Senior Notes Supplemental Indenture;

(e) headings are for convenience of reference only and do not affect interpretation; and

(f) Unless the context otherwise requires, for all purposes of the Senior Notes Indenture, references to the Senior Notes include the Additional 9.875% Senior Notes due 2019 (as defined below).

2. Designation and Terms of Additional Senior Notes.

(a) There is hereby authorized the issuance of Additional Senior Notes designated the “Additional 9.875% Senior Notes due 2019”;

(b) The issue price for the Additional 9.875% Senior Notes due 2019 is 100% and the issue date is August 10, 2012;

(c) Interest on the Additional 9.875% Senior Notes due 2019 shall accrue from February 15, 2012;

(d) The aggregate principal amount of Additional 9.875% Senior Notes due 2019 which may be authenticated and delivered under the Senior Notes Indenture is $1,240,050,000;

(e) The Additional 9.875% Senior Notes due 2019 will be represented by one or more global securities (collectively, the “Global Senior Securities”) registered in the name of Cede & Co., a nominee of The Depository Trust Company, New York, New York (the “Depositary”), or another nominee of the Depositary. The Global Senior Securities may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary; and

(f) the Additional 9.875% Senior Notes due 2019 shall be issued in the form of Senior Exchange Securities.

3. Ratification of Senior Notes Indenture; Seventh Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

4. Governing Law. THIS SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Seventh Senior Notes Supplemental Indenture.

6. Indemnity. (a) The Issuers, BP I and the other guarantors party hereto, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Seventh Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Seventh Senior Notes Supplemental Indenture against the Issuers, BP I and the other guarantors party hereto (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the other guarantors party hereto, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the other guarantors party hereto executing this Seventh Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the other guarantors party hereto, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the other guarantors in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

7. Duplicate Originals. The parties may sign any number of copies of this Seventh Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

9. No Adverse Interpretation of Other Agreements. This Seventh Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Seventh Senior Notes Supplemental Indenture.

10. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Seventh Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

11. Successors and Assigns. All covenants and agreements of the Issuers, BP I and the other guarantors party hereto in this Seventh Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Seventh Senior Notes Supplemental Indenture shall bind its successors and assigns.

12. Severability. In case any one or more of the provisions contained in this Seventh Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Seventh Senior Notes Supplemental Indenture or the Senior Notes.

13. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing in the English language and delivered in person, via facsimile, email or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

Level 22

20 Bond Street

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

14. Amendments and Modification. This Seventh Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Officer

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

REYNOLDS GROUP HOLDINGS LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

Witnessed by:
/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
Address:	Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

BAKERS CHOICE PRODUCTS, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PRESTO PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS CONSUMER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS SERVICES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
SIG HOLDING USA, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
SIG COMBIBLOC INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

REYNOLDS GROUP HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary
EVERGREEN PACKAGING INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
EVERGREEN PACKAGING USA INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
SOUTHERN PLASTICS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI MEXICO LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI SALES & TECHNICAL SERVICES INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

EVERGREEN PACKAGING INTERNATIONAL (US) INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE HOLDING CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BRPP, LLC
By:	BLUE RIDGE PAPER PRODUCTS INC., its Sole Member and Manager
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE PAPER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS PACKAGING HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

REYNOLDS FLEXIBLE PACKAGING INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PACKAGING KAMA INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
REYNOLDS PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
ULTRA PAC, INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
NEWSPRING INDUSTRIAL CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

PACTIV LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV GERMANY HOLDINGS, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV INTERNATIONAL HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV MANAGEMENT COMPANY LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

PCA WEST INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PWP INDUSTRIES, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PRAIRIE PACKAGING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

RENPAC HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS MANUFACTURING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
GRAHAM PACKAGING COMPANY INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

Signed, sealed and delivered by WHAKATANE MILL AUSTRALIA PTY LIMITED by the party’s attorney pursuant to power of attorney dated 29 February 2012 who states that no notice of revocation of the power of attorney has been received in the presence of: ) ) ) ) ) ) )

/s/ Karen Mower	/s/ Cindi Lefari
Witness	Attorney
Karen Mower	Cindi Lefari
Name of Witness	Name of Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG AUSTRIA HOLDING GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH & CO KG
REPRESENTED BY ITS GENERAL PARTNER SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By:	/s/ Guilherme Rodrigues Miranda
Name:	Guilherme Rodrigues Miranda
Title:	Manager
SIG BEVERAGES BRASIL LTDA.
By:	/s/ Felix Colas Morea
Name:	Felix Colas Morea
Title:	Manager
SIG COMBIBLOC DO BRASIL LTDA.
By:	/s/ Ricardo Lança Rodriguez
Name:	Ricardo Lança Rodriguez
Title:	Manager
By:	/s/ Lutz Knut Braune
Name:	Lutz Knut Braune
Title:	Manager

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CSI LATIN AMERICAN HOLDINGS CORPORATION
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

EVERGREEN PACKAGING CANADA LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV CANADA INC.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney-in-Fact

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BEVERAGES GERMANY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG COMBIBLOC SYSTEMS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC
ZERSPANUNGSTECHNIK GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BETEILIGUNGS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG INFORMATION TECHNOLOGY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG Euro Holding AG & CO. KGaA
towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner (Komplementär) SIG Reinag AG
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Chairman of the supervisory board

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG ASSET HOLDINGS LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
SIG COMBIBLOC LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (HONG KONG) LIMITED
By:	/s/ Karen Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CSI HUNGARY KFT.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

CLOSURE SYSTEMS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS PACKAGING INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

WHAKATANE MILL LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
	Witnessed By:
	/s/ Karen Mower
	Name:	Karen Mower
	Title:	Attorney
	Address:	Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG COMBIBLOC GROUP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG ALLCAP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG TECHNOLOGY AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG COMBIBLOC LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

SIG HOLDINGS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
IVEX HOLDINGS, LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

KAMA EUROPE LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
OMNI-PAC U.K. LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
THE BALDWIN GROUP LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GRAHAM PACKAGING PX COMPANY
By:	GRAHAM PACKAGING PX, LLC, its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPACSUB LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. I
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. II
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GPC OPCO GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC SUB GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING ACQUISITION CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING COMPANY, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING LC, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX HOLDING CORPORATION
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

GRAHAM PACKAGING MINSTER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/GRAHAM HOLDINGS L.L.C., its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM RECYCLING COMPANY, L.P.
By:	GPC SUB GP LLC, its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011 – ADDITIONAL NOTES)

EX-4.6.38

EXHIBIT 4.6.38

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

EIGHTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Note Guarantor”), and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), under the indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Notes;

WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and the Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

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7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
By	/s/ Joseph Doyle
Name:	Joseph Doyle
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

EX-4.6.39

EXHIBIT 4.6.39

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Fifth Senior Notes Supplemental Indenture”) dated as of August 10, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), the Senior Note Guarantors party hereto, and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of February 15, 2012, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,250,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS, Section 9.02 of the Senior Notes Indenture provides that the Issuers, the Senior Note Guarantors and the Trustee are authorized to amend the Senior Notes Indenture with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding;

WHEREAS, the Issuers have distributed an Exchange Offer and Consent Solicitation Prospectus, dated July 12, 2012 (the “Prospectus”), and accompanying Letter of Transmittal and Consent, dated July 12, 2012 (the “Letter of Transmittal”) to the Holders of the Senior Notes in connection with their solicitation of consents (the “Consent Solicitation”) to the proposed amendments to the Senior Notes Indenture set forth herein (the “Proposed Amendments”), such consents to be obtained in connection with an exchange offer for the Senior Notes (the “Exchange Offer”);

WHEREAS, the Holders of a majority in principal amount of the Senior Notes outstanding, calculated in accordance with Section 2.09 of the Senior Notes Indenture, have consented to the Proposed Amendments and the Issuers have delivered to the Trustee an Officers’ Certificate certifying that such consents have been received;

WHEREAS, the Issuers and Senior Note Guarantors are authorized to execute and deliver this Fifth Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Issuer and Senior Note Guarantor covenant and agree as follows:

1. Elimination of Provisions.

(a) The text of and introductory heading to each Section of the Senior Notes Indenture listed below (excluding the Section number at the beginning of each such Section) are deleted in their entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such Sections are deleted in their entirety:

1. SECTION 4.02 Reports and Other Information.;

2. SECTION 4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.;

3. SECTION 4.04 Limitation on Restricted Payments.;

4. SECTION 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries.;

5. SECTION 4.06 Asset Sales.;

6. SECTION 4.07 Transactions with Affiliates.;

7. SECTION 4.08 Change of Control.;

8. SECTION 4.11 Future Senior Note Guarantors.;

9. SECTION 4.12 Liens.;

10. SECTION 4.13 Foreign Subsidiaries.;

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11. SECTION 4.18 Amendment of 2007 Senior Subordinated Notes.;

12. SECTION 4.19 Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status.;

13. SECTION 4.20 Fiscal Year.; and

14. SECTION 4.21 Certain Country Limitations.

(b) The text of each of clauses (a)(iii), (a)(iv), (a)(vi) and (b)(ii) of Section 5.01 (entitled “When the Issuers, BP I or BP II May Merge or Transfer Assets.”), excluding the paragraph letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such clauses are deleted in their entirety.

(c) The text of each of paragraphs (c), (d), (e) and (h) of Section 6.01 (entitled “Events of Default.”), excluding the paragraph letter at the beginning of each such paragraph, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such paragraphs are deleted in their entirety.

(d) The text of each of clauses (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) and (a)(vii) of Section 8.02 (entitled “Conditions to Defeasance.”), excluding the paragraph letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such clauses are deleted in their entirety.

2. Elimination of Definitions. Any definition set forth in Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than the provisions listed in Section 1 of this Fifth Senior Notes Supplemental Indenture above (the “Exclusive Definitions”), and any definition set forth in Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than in the Exclusive Definitions, is deleted in its entirety.

3. Ratification of Senior Notes Indenture; Fifth Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fifth Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

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4. Governing Law. THIS FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Fifth Senior Notes Supplemental Indenture.

6. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Fifth Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Fifth Senior Notes Supplemental Indenture against the Issuers and BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Fifth Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

7. Duplicate Originals. The parties may sign any number of copies of this Fifth Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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9. No Adverse Interpretation of Other Agreements. This Fifth Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Fifth Senior Notes Supplemental Indenture.

10. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Fifth Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

11. Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Fifth Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Fifth Senior Notes Supplemental Indenture shall bind its successors and assigns.

12. Severability. In case any one or more of the provisions contained in this Fifth Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fifth Senior Notes Supplemental Indenture or the Senior Notes.

13. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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14. Amendments and Modification. This Fifth Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

6

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Officer

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS GROUP HOLDINGS LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
	Witnessed by:
	/s/ Karen Mower
	Name: Karen Mower
	Title: Attorney
	Address: Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BAKERS CHOICE PRODUCTS, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PRESTO PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS CONSUMER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS SERVICES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
SIG HOLDING USA, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
SIG COMBIBLOC INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS GROUP HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary
EVERGREEN PACKAGING INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
EVERGREEN PACKAGING USA INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
SOUTHERN PLASTICS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI MEXICO LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI SALES & TECHNICAL SERVICES INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING INTERNATIONAL (US) INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE HOLDING CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BRPP, LLC
By:	BLUE RIDGE PAPER PRODUCTS INC.,
	its Sole Member and Manager
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE PAPER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS PACKAGING HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS FLEXIBLE PACKAGING INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PACKAGING KAMA INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
REYNOLDS PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
ULTRA PAC, INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
NEWSPRING INDUSTRIAL CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

PACTIV LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV GERMANY HOLDINGS, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV INTERNATIONAL HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PACTIV MANAGEMENT COMPANY LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

PCA WEST INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PWP INDUSTRIES, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President
PRAIRIE PACKAGING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

RENPAC HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS MANUFACTURING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
GRAHAM PACKAGING COMPANY INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

Signed, sealed and delivered by WHAKATANE MILL AUSTRALIA PTY LIMITED by the party’s attorney pursuant to power of attorney dated 29 February 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
Karen Mower		Cindi Lefari
Name of Witness		Name of Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG AUSTRIA HOLDING GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH & CO KG
REPRESENTED BY ITS GENERAL
PARTNER SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL
(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By:	/s/ Guilherme Rodgrigues Miranda
Name:	Guilherme Rodrigues Miranda
Title:	Manager
SIG BEVERAGES BRASIL LTDA.
By:	/s/ Felix Colas Morea
Name:	Felix Colas Morea
Title:	Manager
SIG COMBIBLOC DO BRASIL LTDA.
By:	/s/ Ricardo Lança Rodriguez
Name:	Ricardo Lança Rodriguez
Title:	Manager
By:	/s/ Lutz Knut Braune
Name:	Lutz Knut Braune
Title:	Manager

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI LATIN AMERICAN HOLDINGS CORPORATION
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING CANADA LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV CANADA INC.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI CLOSURE SYSTEMS
MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney-in-Fact

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BEVERAGES GERMANY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC SYSTEMS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC
ZERSPANUNGSTECHNIK GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BETEILIGUNGS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG INFORMATION TECHNOLOGY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC EKCO GMBH
VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC GMBH
VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG Euro Holding AG & CO. KGaA
towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG, acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
	/s/ Rolf Stangl
Name:	Rolf Stangl
Title:	Chairman of the supervisory board

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG ASSET HOLDINGS LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL
(HONG KONG) LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
SIG COMBIBLOC LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (HONG KONG)
LIMITED
By:	/s/ Karen Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI HUNGARY KFT.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING INTERNATIONAL B. V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS PACKAGING INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

WHAKATANE MILL LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
	Witnessed By:
	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
Address:	Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC GROUP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG ALLCAP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG TECHNOLOGY AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG HOLDINGS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL
(UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
IVEX HOLDINGS, LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

KAMA EUROPE LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
OMNI-PAC U.K. LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
THE BALDWIN GROUP LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING PX COMPANY
By:	GRAHAM PACKAGING PX, LLC,
	its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPACSUB LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. I
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. II
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GPC OPCO GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC SUB GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING ACQUISITION CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING COMPANY, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING LC, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PET
TECHNOLOGIES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PLASTIC
PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX HOLDING CORPORATION
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING REGIOPLAST
STS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING MINSTER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/GRAHAM HOLDINGS L.L.C.,
	its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM RECYCLING COMPANY, L.P.
By:	GPC SUB GP LLC, its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EX-4.6.40

EXHIBIT 4.6.40

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SIXTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of November 7, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “Additional Senior Note Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), under the indenture dated as of February 15, 2012, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,250,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Notes;

WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and the Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

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7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

EX-4.6.41

Exhibit 4.6.41

REYNOLDS GROUP ISSUER LLC,

REYNOLDS GROUP ISSUER INC.,

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.,

as Issuers,

and the Senior Secured Note Guarantors

from time to time party hereto

5.750% Senior Secured Notes due 2020

SENIOR SECURED NOTES INDENTURE

Dated as of September 28, 2012

THE BANK OF NEW YORK MELLON,

as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent and Registrar

WILMINGTON TRUST (LONDON) LIMITED,

as Additional Collateral Agent

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Paying Agent

The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written confirmations or references thereto, into Austria as well as printing out any e-mail communication that refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Senior Secured Note Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, except as permitted by Section 13.17 of this Senior Secured Notes Indenture, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid printing out any e-mail communication which refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature that refers to any Senior Secured Note Document to an Austrian addressee.

Trust Indenture Act Cross Reference Table**

This Cross Reference Sheet shows the location in this Senior Secured Notes Indenture of the provisions inserted pursuant to Sections 310-318(a), inclusive, of the Trust Indenture Act of 1939.

TIA Section	Senior Secured Notes Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.08; 7.10
(c)	N.A.
311(a)	N.A.
(b)	N.A.
(c)	N.A.
312(a)	2.06
(b)	N.A.
(c)	N.A.
313(a)	N.A.
(b)(1)	N.A.
(b)(2)	N.A.
(c)	13.02
(d)	N.A.
314(a)	4.02
(b)	12.06
(c)(1)	13.03
(c)(2)	13.03
(c)(3)	N.A.
(d)	12.06
(e)	13.04
(f)	N.A.
315(a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.05
318(a)	N.A.

N.A. means Not Applicable.

** Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Senior Secured Notes Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions and Incorporation by Reference
SECTION 1.01.	Definitions		1
SECTION 1.02.	Other Definitions		61
SECTION 1.03.	Rules of Construction		63
	ARTICLE II
	The Senior Secured Notes
SECTION 2.01.	Amount of Notes		64
SECTION 2.02.	Form and Dating		65
SECTION 2.03.	Execution and Authentication		66
SECTION 2.04.	Registrar, Transfer Agent and Paying Agent		67
SECTION 2.05.	Paying Agent to Hold Money		68
SECTION 2.06.	Holder Lists		68
SECTION 2.07.	Transfer and Exchange		68
SECTION 2.08.	Replacement Senior Secured Notes		69
SECTION 2.09.	Outstanding Senior Secured Notes		70
SECTION 2.10.	Temporary Senior Secured Notes		70
SECTION 2.11.	Cancellation		70
SECTION 2.12.	Defaulted Interest		71
SECTION 2.13.	CUSIPs, ISINs, etc		71
SECTION 2.14.	Calculation of Principal Amount of Senior Secured Notes		71
SECTION 2.15.	Currency		71
	ARTICLE III
	Redemption
SECTION 3.01.	Redemption		72
SECTION 3.02.	Applicability of Article		72
SECTION 3.03.	Notices to Trustee		72
SECTION 3.04.	Selection of Senior Secured Notes to Be Redeemed		73
SECTION 3.05.	Notice of Optional Redemption		73
SECTION 3.06.	Effect of Notice of Redemption		75
SECTION 3.07.	Deposit of Redemption Price		75
SECTION 3.08.	Senior Secured Notes Redeemed in Part		75

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	ARTICLE IV
	Covenants
SECTION 4.01.	Payment of Senior Secured Notes	76
SECTION 4.02.	Reports and Other Information	76
SECTION 4.03.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	78
SECTION 4.04.	Limitation on Restricted Payments	86
SECTION 4.05.	Dividend and Other Payment Restrictions Affecting Subsidiaries	92
SECTION 4.06.	Asset Sales	95
SECTION 4.07.	Transactions with Affiliates	98
SECTION 4.08.	Change of Control	101
SECTION 4.09.	Compliance Certificate	103
SECTION 4.10.	Further Instruments and Acts	104
SECTION 4.11.	Future Senior Secured Note Guarantors	104
SECTION 4.12.	Liens	105
SECTION 4.13.	[Reserved.]	106
SECTION 4.14.	Maintenance of Office or Agency	106
SECTION 4.15.	Withholding Taxes	106
SECTION 4.16.	Future Collateral	109
SECTION 4.17.	Impairment of Security Interest	110
SECTION 4.18.	Amendment of 2007 Senior Subordinated Notes	110
SECTION 4.19.	Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status	111
SECTION 4.20.	Intercreditor Agreements	111
SECTION 4.21.	[Reserved.]	113
SECTION 4.22.	[Reserved.]	113
SECTION 4.23.	[Reserved.]	113
SECTION 4.24.	Designation of Senior Secured Notes	113
SECTION 4.25.	Certain Country Limitations	113
SECTION 4.26.	Limitation on Restricted Subsidiaries	114
SECTION 4.27.	Fiscal Year	114
	ARTICLE V
	Successor Company
SECTION 5.01.	When the Issuers, BP I or BP II May Merge or Transfer Assets	115
	ARTICLE VI
	Defaults and Remedies
SECTION 6.01.	Events of Default	118

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SECTION 6.02.	Acceleration	121
SECTION 6.03.	Other Remedies	121
SECTION 6.04.	Waiver of Past Defaults	122
SECTION 6.05.	Control by Majority	122
SECTION 6.06.	Limitation on Suits	122
SECTION 6.07.	Rights of the Holders to Receive Payment	122
SECTION 6.08.	Collection Suit by Trustee	123
SECTION 6.09.	Trustee May File Proofs of Claim	123
SECTION 6.10.	Priorities	123
SECTION 6.11.	Undertaking for Costs	124
SECTION 6.12.	Waiver of Stay or Extension Laws	124
SECTION 6.13.	Direction to Agents	124
	ARTICLE VII
	Trustee
SECTION 7.01.	Duties of Trustee	124
SECTION 7.02.	Rights of Trustee	126
SECTION 7.03.	Individual Rights of Trustee	128
SECTION 7.04.	Trustee’s Disclaimer	128
SECTION 7.05.	Notice of Defaults	129
SECTION 7.06.	[Reserved.]	129
SECTION 7.07.	Compensation and Indemnity	129
SECTION 7.08.	Replacement of Trustee or Agent	130
SECTION 7.09.	Successor Trustee by Merger	131
SECTION 7.10.	Eligibility; Disqualification	131
	ARTICLE VIII
	Discharge of Indenture; Defeasance
SECTION 8.01.	Discharge of Liability on Senior Secured Notes; Defeasance	132
SECTION 8.02.	Conditions to Defeasance	133
SECTION 8.03.	Application of Trust Money	134
SECTION 8.04.	Repayment to Issuers	135
SECTION 8.05.	[Reserved.]	135
SECTION 8.06.	Reinstatement	135
	ARTICLE IX
	Amendments and Waivers
SECTION 9.01.	Without Consent of the Holders	135
SECTION 9.02.	With Consent of the Holders	137
SECTION 9.03.	[Reserved.]	138

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SECTION 9.04.	Revocation and Effect of Consents and Waivers	138
SECTION 9.05.	Notation on or Exchange of Senior Secured Notes	139
SECTION 9.06.	Trustee to Sign Amendments	139
SECTION 9.07.	Payment for Consent	139
SECTION 9.08.	Compliance with the Trust Indenture Act	140
	ARTICLE X
	Guarantees
SECTION 10.01.	Guarantees	140
SECTION 10.02.	Limitation on Liability	142
SECTION 10.03.	Successors and Assigns	142
SECTION 10.04.	No Waiver	142
SECTION 10.05.	Modification	142
SECTION 10.06.	Release of Senior Secured Note Guarantor	142
SECTION 10.07.	[Reserved.]	143
SECTION 10.08.	Limitation on Guarantees in the Netherlands, Switzerland, Austria, Thailand, Germany, Luxembourg, Guernsey, Mexico, Hong Kong and England and Wales	143
	ARTICLE XI
	Intercreditor Agreement
	ARTICLE XII
	Collateral and Security Documents
SECTION 12.01.	Collateral and Security Documents	151
SECTION 12.02.	Recording; Certificates and Opinions	152
SECTION 12.03.	Suits To Protect the Collateral	152
SECTION 12.04.	Other Agreements	153
SECTION 12.05.	Determinations Relating to Collateral	153
SECTION 12.06.	Release of Collateral	153
SECTION 12.07.	Notices	155
SECTION 12.08.	Collateral Agent	155
SECTION 12.09.	Quebec Collateral Agent	155
	ARTICLE XIII
	Miscellaneous
SECTION 13.01.	[Reserved.]	156
SECTION 13.02.	Notices	156

iv

SECTION 13.03.	Certificate and Opinion as to Conditions Precedent	158
SECTION 13.04.	Statements Required in Certificate or Opinion	158
SECTION 13.05.	When Senior Secured Notes Disregarded	158
SECTION 13.06.	Rules by Trustee, Paying Agent and Registrar	159
SECTION 13.07.	Legal Holidays	159
SECTION 13.08.	Governing Law	159
SECTION 13.09.	Consent to Jurisdiction and Service	159
SECTION 13.10.	No Recourse Against Others	160
SECTION 13.11.	Successors	160
SECTION 13.12.	Multiple Originals	160
SECTION 13.13.	Table of Contents; Headings	160
SECTION 13.14.	Senior Secured Notes Indenture Controls	160
SECTION 13.15.	Severability	160
SECTION 13.16.	Agreed Tax Treatment	160
SECTION 13.17.	Austrian Stamp Duty	161
SECTION 13.18.	Place of Performance	162

Appendix A	–	Provisions Relating to Senior Secured Notes
EXHIBIT INDEX
Exhibit A	–	Form of Senior Secured Note

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INDENTURE dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, this “Senior Secured Notes Indenture”), among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, collateral agent and registrar, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as paying agent, and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $3,250,000,000 aggregate principal amount of the 5.750% Senior Secured Notes due 2020 (the “Original Senior Secured Notes”) issued on the date hereof, (b) if and when issued pursuant to a registered exchange for the Original Senior Secured Notes, the Senior Secured Exchange Securities (as defined herein) and (c) any Additional Senior Secured Notes (as defined herein) that may be issued after the date hereof (all such securities in clauses (a), (b) and (c) being referred to collectively as the “Senior Secured Notes”). Subject to the conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Senior Secured Notes.

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

“2007 Credit Agreement” means the senior facilities agreement dated May 11, 2007, among, among others, BP I and Credit Suisse as mandated lead arranger, agent, issuing bank and security trustee, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with Section 4.03 and Section 4.12) or altering the maturity thereof.

“2007 Notes” means the 2007 Senior Notes and the 2007 Senior Subordinated Notes.

“2007 Notes Collateral” means (x) all of the capital stock of BP I and (y) the receivables under the intercompany loans, each dated June 29, 2007 and between BP II and BP I in respect of the proceeds from the 2007 Senior Notes and the 2007 Senior Subordinated Notes, as from time to time amended, supplemented or modified.

“2007 Notes Security Documents” means the agreements or other instruments entered into or to be entered into between, inter alios, the collateral agent under the 2007 Senior Note Indenture and 2007 Senior Subordinated Note Indenture, the trustee under the 2007 Senior Note Indenture and 2007 Senior Subordinated Note Indenture, RGHL and BP II pursuant to which security interests in the 2007 Notes Collateral are granted to secure the 2007 Senior Notes and the 2007 Senior Subordinated Notes from time to time, as from time to time amended, supplemented or modified.

“2007 Senior Note Indenture” means the indenture dated as of June 29, 2007, among BP II, the Senior Note Guarantors from time to time party thereto and as defined therein, the Trustee, as trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland) Limited, as paying agent in Dublin and transfer agent, and Credit Suisse, as security agent.

“2007 Senior Notes” means the 8% Senior Notes due 2016 issued pursuant to the 2007 Senior Note Indenture.

“2007 Senior Subordinated Note Indenture” means the indenture dated as of June 29, 2007, among BP II, the Subordinated Guarantors from time to time party thereto and as defined therein, the Trustee, as trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland) Limited, as paying agent in Dublin and transfer agent, and Credit Suisse, as security agent.

“2007 Senior Subordinated Notes” means the 9-1/2% Senior Subordinated Notes due 2017 issued pursuant to the 2007 Senior Subordinated Note Indenture.

“2007 UK Intercreditor Agreement” means the intercreditor agreement dated May 11, 2007, among RGHL, BP I, the senior lenders identified therein, Credit Suisse, as senior agent thereunder, the senior issuing banks as identified therein, the subordinated bridging lenders, Credit Suisse, as subordinated bridging agent, Credit Suisse, as security trustee, and the other parties identified therein, as amended on November 5, 2009, and as amended, supplemented or modified from time to time thereafter.

“2009 Indenture” means the indenture dated as of November 5, 2009, among Reynolds Group DL Escrow Inc., Reynolds Group Escrow LLC and The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Collateral Agent, as supplemented, amended and modified from time to time thereafter.

“2009 Notes” means the 7.750% Senior Secured Notes due 2016 issued pursuant to the 2009 Indenture.

“2009 Post-Closing Reorganization” means the transactions contemplated in that certain Post-Closing Steps dated as of October 31, 2009, prepared by RGHL.

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“2009 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the 2009 Indenture) are granted to secure the 2009 Notes and the guarantees thereof.

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person (including, for the avoidance of doubt, Indebtedness Incurred by such other Person in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person); and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the acquisition by BP III of the Target, by way of purchase of all the Target Shares (i) from RGHL prior to the Reference Date, (ii) under the Offer and Squeeze Out, (iii) by way of market purchases and (iv) by way of over the counter purchases.

“Acquisition Documents” means the Offer Prospectus, the Pre-Announcement and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date or thereafter (so long as any amendment, supplement or modification after the Issue Date, together with all other amendments, supplements and modifications after the Issue Date, taken as a whole, is not more disadvantageous to the holders of the Senior Secured Notes in any material respect than the Acquisition Documents as in effect on the Issue Date).

“Additional Intercreditor Agreement” has the meaning specified under Section 4.20.

“Additional Senior Secured Notes” means any Senior Secured Notes issued under the terms of this Senior Secured Notes Indenture subsequent to the Issue Date, it being understood that any Senior Secured Notes issued in exchange for or replacement of any Original Senior Secured Note issued on the Issue Date shall not be an Additional Senior Secured Note, including any such Senior Secured Notes issued pursuant to a Senior Secured Notes Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“After-Acquired Collateral” means any property of any Issuer or any Senior Secured Note Guarantor that secures any First Lien Obligations, subject to the Agreed Security Principles.

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“Agent” means any Registrar, Paying Agent, Transfer Agent or Collateral Agent.

“Agreed Security Principles” means the following:

(A) Considerations

(1) The security that will be provided in support of the Obligations (as defined in the First Lien Intercreditor Agreement) will be given in accordance with certain security principles (the “Security Principles”) set forth below.

(2) The Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from the Issuers and Senior Secured Note Guarantors. However, it is acknowledged that to the extent the Security Principles conflict with the specific provisions of this Senior Secured Notes Indenture or any Security Document (other than those explicitly qualified by these Security Principles), the provisions of this Senior Secured Notes Indenture or such Security Document will prevail.

(3) For purposes of the Security Principles, “value” refers to fair market value; provided, however, that if no fair market value is readily ascertainable, value shall refer to book value determined in accordance with GAAP (as defined in the Senior Secured Credit Facilities) (consistently applied), as of the date of the most recently ended fiscal quarter for which financial statements are available.

(4) For purposes of the covenants set forth in this Senior Secured Notes Indenture and Security Documents, the Applicable Representative from time to time shall make all determinations on behalf of the noteholders with respect to these Security Principles and the Senior Secured Notes shall not be entitled to any Collateral not also available on the same priority basis in respect of the Senior Secured Credit Facilities, any other Credit Agreement or other Public Debt.

The Security Principles are as follows:

(a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims, exchange control restrictions and similar principles may limit the ability of Issuers and Senior Secured Note Guarantors to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise; the Issuers and Senior Secured Note Guarantors will use reasonable endeavours to provide the maximum permissible credit support and to assist in demonstrating that adequate corporate benefit accrues to any relevant entity;

(b) the entities required to provide guarantees and security and the extent of the perfection of such security may be limited where the Applicable Representative reasonably determines in consultation with the Loan Parties (in each case as used in this definition, such term as defined in the Senior Secured Credit Facilities) that the cost to the Loan Parties (including for the avoidance of doubt, any material tax costs to the Loan Parties taken as a whole) of providing guarantees and security is excessive in relation to the benefit accruing to the Secured Parties (as defined in the First Lien Intercreditor Agreement);

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(c) any assets subject to third party arrangements which are permitted by this Senior Secured Notes Indenture and which prevent those assets from being subject to a Lien will not be subject to a Lien in any relevant Security Document; provided, however, that reasonable endeavours to obtain consent to such Lien shall be used by the relevant Issuer or Senior Secured Note Guarantor if the relevant asset is material and if seeking such consent will not adversely affect the business of the Issuer or Senior Secured Note Guarantor or their commercial relationships;

(d) guarantees and security will not be required from companies that are not Wholly Owned Subsidiaries (such term, as used throughout these Security Principles, to exclude directors’ qualifying shares and similar insignificant minority ownership interests). Where security is provided by a wholly owned subsidiary of any Issuer or Senior Secured Note Guarantor (whether direct or indirect) and such subsidiary subsequently ceases to be wholly owned but remains a subsidiary, there shall be no requirement for the release of such guarantee or security;

(e) RGHL and its Subsidiaries (the “Group”) will not be required to grant Senior Secured Note Guarantees or enter into Security Documents if it would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer; provided, however, that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle; provided further, however, that the above limitation shall be assessed in respect of the obligations of such member of the Group under the Credit Documents (as defined in the First Lien Intercreditor Agreement) generally and not just the Senior Secured Note Guarantee or security being granted by that member of the Group;

(f) neither RGHL nor any of its Subsidiaries will be required to grant guarantees or enter into Security Documents where there would be a significant tax disadvantage in doing so. Without limiting the generality of the foregoing, neither RGHL nor any of its Subsidiaries shall be required to give a Senior Secured Note Guarantee or a pledge of its assets if such Person is a US Controlled Foreign Subsidiary, and in no event shall more than 65% of the total outstanding voting Equity Interests of such an entity be required to be pledged;

(g) perfection of security, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in this Senior Secured Notes Indenture and Security Documents therefor or (if earlier or to the extent no such time periods are specified in this Senior Secured Notes Indenture and Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of security granted will not be required if it would have a material adverse effect on the ability of the relevant Issuer or Senior Secured Note Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Senior Secured Indenture and Security Documents;

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(h) the Collateral Agent (acting in its own right or on behalf of the relevant Secured Parties (in each case used in this definition, as defined in the First Lien Intercreditor Agreement)) shall be able to enforce the security granted by the Security Documents without any restriction from (i) the constitutional documents of any of the Issuers and Senior Secured Note Guarantors, to the extent that such restrictions can be removed under relevant law, (ii) any of the Issuers and Senior Secured Note Guarantors which is or whose assets are the subject of such Security Document (but subject to any inalienable statutory or common law rights which the Issuers and Senior Secured Note Guarantors may have to challenge such enforcement) or (iii) any shareholders of the foregoing not party to the relevant Security Document, to the extent that it is within the power of the Issuers and Senior Secured Note Guarantors to ensure that such restrictions do not apply;

(i) the maximum secured amount may be limited to minimize stamp duty, notarisation, registration or other applicable fees, taxes and duties;

(j) where a class of assets to be secured by an Obligor includes material and immaterial assets, the Issuers and the Administrative Agent under the Senior Secured Credit Facilities (or such other Applicable Representative) may agree a threshold in respect of such assets and direct the Collateral Agent to act accordingly;

(k) the only owned real property owned by RGHL and its Subsidiaries required to be pledged on the Issue Date or as soon as reasonably practicable thereafter, but, in any event, at the same time such pledge is given in respect of the Senior Secured Credit Facilities, will be the real property pledged in respect of the Senior Secured Credit Facilities at such time. After the Issue Date, neither RGHL nor any of its Subsidiaries will be required to pledge any real property owned by RGHL or such Subsidiaries unless the value of such real property exceeds €5.0 million. Neither RGHL nor any of its Subsidiaries will be required to pledge any property in which it has a leasehold interest;

(l) unless granted under a global Security Document governed by the law of the jurisdiction of the Issuers or a Senior Secured Note Guarantor or New York law, all security (other than share security over subsidiaries of the Issuers or a Senior Secured Note Guarantor) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that entity; provided, however, that for certain receivables security, such security may be governed by the law of the jurisdiction of incorporation or domicile of the creditor or the law that governs the underlying receivable;

(m) other than where intellectual property is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for intellectual property with a value greater than €1.0 million. Security interests in intellectual property will be registered solely in the jurisdiction of incorporation

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of the entity that owns such intellectual property; provided, however, that, with respect to intellectual property that is material to such entity, to the extent the registration of a security interest in or the taking of any other commercially reasonable actions with respect to, such intellectual property in any other jurisdiction is necessary to ensure that the Secured Parties would be able to realize upon the value of the secured intellectual property in the event of enforcement action, such registration or other actions will be taken in such other jurisdiction as the Collateral Agent may reasonably request taking into account the cost to the Loan Parties of such registration in relation to the benefit accruing to the Secured Parties;

(n) security interests will be taken over only those insurance policies of the Issuers and Senior Secured Note Guarantors that are material to the Group as a whole, as reasonably determined by the Administrative Agent under the Senior Secured Credit Facilities (or other Applicable Representative, as applicable);

(o) other than where equipment is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for manufacturing equipment with a value greater than €250,000;

(p) security interests will be provided over the equity of any Subsidiary that is not a Loan Party only if (i) it is organized in a jurisdiction where one or more Loan Party is organized, (ii) as of the last day of the fiscal quarter of RGHL most recently ended for which financial statements are available, it had gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of Consolidated Total Assets (as defined in the Senior Secured Credit Facilities) or (iii) for the period of four consecutive fiscal quarters of RGHL most recently ended for which financial statements are available, it had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA (as such terms are defined in the Senior Secured Credit Facilities);

(q) no security interest will be provided over the equity of any Subsidiary that (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any indebtedness outstanding; and

(r) security interests shall not be required in respect of any bank account that has an average daily balance of less than $200,000 (or its equivalent in other currencies) (and any other bank account as the Administrative Agent under the Senior Secured Credit Facilities may reasonably otherwise agree to exclude) unless such security is constituted automatically under a global Security Document or a floating charge or other similar all-asset security interest (in which case any perfection related obligations (including the delivery of notices or entering into of deposit account control agreements) or reporting requirements shall not apply to such bank account).

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For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or for the continuance of any security, stamp duties, out-of-pocket expenses and other fees and expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, Subsidiaries or Affiliates.

(B) Senior Secured Note Guarantors and Security

Each Senior Secured Note Guarantee will be an upstream, cross-stream and downstream guarantee of all the Obligations with respect to the Senior Secured Notes and the Senior Secured Note Guarantees, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations with respect to the Senior Secured Notes and the Senior Secured Note Guarantees.

Subject to these Security Principles, the security package shall include stock and other membership interests issued by the Issuers and Senior Secured Note Guarantors and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each case owned by an Issuer or Senior Secured Note Guarantor and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to this Senior Secured Notes Indenture and Security Documents, be given by the Issuers and Senior Secured Note Guarantors formed in that jurisdiction.

To the extent possible, all security shall be given in favour of the Collateral Agent and not the Holders individually; provided, however, that any accessory security (akzessorische Sicherheit) governed by Swiss and German law shall be given in favour of the Collateral Agent and Secured Parties (as defined in the First Lien Intercreditor Agreement) individually if so required by the Applicable Representative. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the First Lien Intercreditor Agreement and not the individual Security Documents unless required under local laws. To the extent possible, the grant of security in the Collateral shall be structured, documented or otherwise implemented in a manner so that there should be no action required to be taken in relation to the security when any noteholder transfers an interest in the Senior Secured Notes to another party. To the extent such action is required, the Applicable Representative shall not require the Collateral Agent to obtain security in such asset giving rise to the requirement for such action upon a transfer of an interest in the Senior Secured Notes to another party.

The Issuers and Senior Secured Note Guarantors will be required to pay the reasonable costs of any re-execution, notarisation, re-registration, amendment or other perfection requirement for any security on any transfer by a Holder to a new Holder on or prior to the date on which the Initial Purchasers notify RGHL that primary distribution of the Senior Secured Notes is complete. Otherwise the cost or fee shall be for the account of the transferee Holder.

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Terms of Security Documents

The following principles will be reflected in the terms of any security taken as part of this transaction:

(a) the security will be first ranking, to the extent possible;

(b) security will (to the extent possible under local law) not be enforceable unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred and is continuing;

(c) any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the Credit Agreement, this Senior Secured Notes Indenture or any Additional Agreement (as defined in the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the “Principal Loan Documents”) the commercial deal set out in the Principal Loan Documents (save to the extent that applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted thereunder);

(d) the provisions of each security document will not be unduly burdensome on the relevant Issuer or Senior Secured Note Guarantor granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations;

(e) information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security or (ii) necessary or advisable to enforce the security; provided, however, that such information need not be provided by an Issuer or Senior Secured Note Guarantor pursuant to this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the case of third-party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships;

(f) the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Issuer or Senior Secured Note Guarantor granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;

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(g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;

(h) notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law to perfect such security or if a Default has occurred and is continuing;

(i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Principal Loan Documents; and

(j) in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Issuer or Senior Secured Note Guarantor that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Issuer or Senior Secured Note Guarantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur.

“Applicable Premium” (as determined by the Issuers) means, with respect to any Senior Secured Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Senior Secured Note and (ii) the excess, if any, of (A) the present value at such redemption date of (1) the redemption price of such Senior Secured Note on October 15, 2015 (such redemption price being described in Section 5 of the Form of Senior Secured Note, exclusive of any accrued interest and additional interest, if any) plus (2) all required remaining scheduled interest payments due on such Senior Secured Note through October 15, 2015 (excluding accrued but unpaid interest and additional interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate at the redemption date plus 50 basis points over (B) the principal amount of such Senior Secured Note on such redemption date.

“Applicable Representative” has the meaning given to such term in the First Lien Intercreditor Agreement.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) outside the ordinary course of business of BP I, BP II or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to BP I, BP II or a

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Restricted Subsidiary and other than the issuance of Preferred Stock of a Restricted Subsidiary issued in compliance with Section 4.03) (whether in a single transaction or a series of related transactions),

in each case other than:

(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, surplus or worn-out property or equipment in the ordinary course of business;

(b) transactions permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;

(c) any Restricted Payment that is permitted to be made, and is made, under Section 4.04 or any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value of less than $15.0 million;

(e) any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary to RGHL or by BP I, BP II or a Restricted Subsidiary to BP I, BP II or a Restricted Subsidiary;

(f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater Fair Market Value or, as determined in good faith by senior management or the Board of Directors of BP I or BP II, to be of comparable or greater usefulness to the business of BP I, BP II and the Restricted Subsidiaries as a whole;

(g) foreclosure, exercise of termination rights or any similar action with respect to any property or any other asset of BP I, BP II or any Restricted Subsidiaries;

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(j) any sale of inventory, trading stock or other assets in the ordinary course of business;

(k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

(l) an issuance of Capital Stock pursuant to an equity incentive or compensation plan approved by the Board of Directors;

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(m) dispositions consisting of the granting of Permitted Liens;

(n) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than BP I, BP II or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(q) a Financing Disposition or a transfer (including by capital contribution) of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary or any Restricted Subsidiary (x) in a Qualified Receivables Financing or (y) pursuant to any other factoring on arm’s length terms or (z) in the ordinary course of business;

(r) the sale of any property in a Sale/Leaseback Transaction not prohibited by this Senior Secured Notes Indenture with respect to any assets built or acquired by BP I, BP II or any Restricted Subsidiary after the Reference Date;

(s) in the ordinary course of business, any lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater Fair Market Value or, as determined in good faith by senior management or the Board of Directors of BP I or BP II, to be of comparable or greater usefulness to the business of BP I, BP II and the Restricted Subsidiaries as a whole; provided, however, that any cash or Cash Equivalents received must be applied in accordance with Section 4.06; and

(t) sales or other dispositions of Equity Interests in joint ventures in existence on the Issue Date.

“August 2011 Note Documents” means (a) the August 2011 Senior Secured Notes, the guarantees with respect to the August 2011 Senior Secured Notes, the August 2011 Senior Secured Indenture, the August 2011 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any August 2011 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

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“August 2011 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the August 2011 Senior Secured Indenture) are granted to secure the August 2011 Senior Secured Notes and the guarantees thereof.

“August 2011 Senior Indenture” means the senior notes indenture dated as of August 9, 2011, among US Issuer I (as successor to the US LLC Escrow Issuer), US Issuer II (as successor to the US Corporate Escrow Issuer), the Luxembourg Issuer, the guarantors from time to time parties thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“August 2011 Senior Note Guarantee” means any guarantee of the obligations of the Issuers under the August 2011 Senior Indenture and the August 2011 Senior Notes by any Person in accordance with the provisions of the August 2011 Senior Indenture.

“August 2011 Senior Notes” means the 9.875% Senior Notes due 2019 issued pursuant to the August 2011 Senior Indenture.

“August 2011 Senior Secured Indenture” means the senior secured notes indenture dated as of August 9, 2011, among US Issuer I (as successor to the US LLC Escrow Issuer), US Issuer II (as successor to the US Corporate Escrow Issuer), the Luxembourg Issuer, the guarantors from time to time parties thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Collateral Agent, Registrar and Transfer Agent, Wilmington Trust (London) Limited, as Additional Collateral Agent, and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“August 2011 Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuers under the August 2011 Senior Secured Indenture and the August 2011 Senior Secured Notes by any Person in accordance with the provisions of the August 2011 Senior Secured Indenture.

“August 2011 Senior Secured Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that entered into the August 2011 Senior Secured Indenture (other than the Issuers) on September 8, 2011 and (y) any Person that subsequently becomes an August 2011 Senior Secured Note Guarantor in accordance with the terms of the August 2011 Senior Secured Indenture; provided, however, that upon the release or discharge of such Person from its August 2011 Senior Secured Note Guarantee in accordance with the August 2011 Senior Secured Indenture, such Person shall cease to be an August 2011 Senior Secured Note Guarantor.

“August 2011 Senior Secured Notes” means the 7.875% Senior Secured Notes due 2019 issued pursuant to the August 2011 Senior Secured Indenture.

“Bank Indebtedness” means any and all amounts payable under or in respect of any Credit Agreement (which may include First Lien Obligations, including Additional Senior Secured Notes), the other Credit Agreement Documents and any Local Facility Agreement, in each case as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of such Credit

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Agreement or Local Facility Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to RGHL, BP I or BP II whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“BP I” means Beverage Packaging Holdings (Luxembourg) I S.A., a company incorporated as a société anonyme under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“BP II” means Beverage Packaging Holdings (Luxembourg) II S.A., a company incorporated as a société anonyme under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“BP III” means Beverage Packaging Holdings (Luxembourg) III S.à r.l., a company incorporated as a société à responsabilité limitée under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City, Luxembourg or London.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

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“Cash Equivalents” means:

(1) US dollars, pounds sterling, euro, the national currency of any member state in the European Union or, in the case of any Restricted Subsidiary that is not organized or existing under the laws of the United States, or any member state of the European Union or any state or territory thereof, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the US, U.K., Canadian, Swiss or Japanese government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of any Issuer) rated at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6) readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Monetary Union, the United Kingdom, Switzerland or Norway or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency), in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons (other than any Issuer or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s, in each case with maturities not exceeding two years from the date of acquisition;

(8) for the purpose of paragraph (a) of the definition of “Asset Sale,” any marketable securities of third parties owned by BP I, BP II or the Restricted Subsidiaries on the Issue Date;

(9) interest in investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

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(10) instruments equivalent to those referred to in clauses (1) through (8) above denominated in euro or any other foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“Change of Control” means the occurrence of any of the following events:

(1) the sale, lease or transfer, in one or a series of transactions, of all or Substantially All the assets of BP II or BP I and its Subsidiaries, taken as a whole, to a Person other than, directly or indirectly, any of the Permitted Holders;

(2) BP I becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the US Issuer I, the US Issuer II, the Luxembourg Issuer, BP I or BP II or any direct or indirect parent of BP I or BP II; or

(3) RGHL ceases to own, directly or indirectly, 100% of the Capital Stock of BP I, BP II, BP III or any of the Issuers, other than directors’ qualifying shares or other de minimis shareholdings required by law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all the assets of any Obligor subject to Liens created pursuant to any Security Documents.

“Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under the First Lien Intercreditor Agreement, any successor thereto under the First Lien Intercreditor Agreement, Wilmington Trust (London) Limited, as additional collateral agent under the First Lien Intercreditor Agreement and any other collateral agent that accedes to the First Lien Intercreditor Agreement as co-collateral agent or additional or separate collateral agent with respect to all or any portion of the Collateral, and any successor to any such other collateral agent.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing

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Consolidated Net Profit (including amortization of original issue discount and bond premium, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations (provided, however, that if Hedging Obligations result in net benefits received by such Person, such benefits shall be credited to reduce Consolidated Interest Expense to the extent paid in cash unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Profit) and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge commitment, any additional interest accruing pursuant to the Senior Secured Notes Registration Rights Agreement and any comparable “additional interest” with respect to securities or other financing fees); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (but excluding any capitalizing interest on Subordinated Shareholder Funding); plus

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than BP I, BP II and the Restricted Subsidiaries; minus

(4) interest income for such period.

“Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of the Net Profit of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto) including severance expenses, relocation costs and expenses and expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including integration costs) or Indebtedness permitted to be Incurred by this Senior Secured Notes Indenture (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments made under the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document or otherwise related to the Transactions, in each case, shall be excluded;

(2) any increase in amortization or depreciation or any one-time non-cash charges or increases or reductions in Net Profit, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Issue Date shall be excluded;

(3) the Net Profit for such period shall not include the cumulative effect of a change in accounting principles during such period;

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(4) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of BP I or BP II) shall be excluded;

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(7) the Net Profit for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of Cumulative Credit, the Net Profit for such period of any Restricted Subsidiary (other than any Issuer or any Senior Secured Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Profit is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived or are permitted under Section 4.05; provided, however, that the Consolidated Net Profit of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(9) an amount equal to the amount of Tax Distributions actually made to any parent of such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

(10) any non-cash impairment charges or asset write-offs, and the amortization of intangibles arising in each case pursuant to GAAP or the pronouncements of the IASB shall be excluded;

(11) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, grants and sales of stock, stock appreciation or similar rights, stock options or other rights to officers, directors and employees shall be excluded;

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(12) any (a) one-time non-cash compensation charges, (b) the costs and expenses after the Issue Date related to employment of terminated employees, (c) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

(13) accruals and reserves that are established or adjusted as a result of the Transactions (including as a result of the adoption or modification of accounting policies in connection with the Transactions) within 12 months after the Issue Date and that are so required to be established in accordance with GAAP shall be excluded;

(14) solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included;

(15) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP shall be excluded;

(16) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the applications of the applicable standard under GAAP shall be excluded; and

(17) solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes of BP I and BP II calculated in accordance with GAAP and the actual Consolidated Taxes paid in cash by BP I and BP II during any Reference Period shall be included.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Profit any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of BP I or BP II or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04 pursuant to clauses (5) and (6) of the definition of Cumulative Credit.

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“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period.

“Consolidated Taxes” means with respect to any Person for any period, provision for taxes based on income, profits or capital, including, without limitation, national, state, franchise and similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Profit.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, which on the date hereof is located at 101 Barclay Street, 4-E, New York, N.Y. 10286.

“Credit Agreement” means (i) the Senior Secured Credit Facilities and (ii) whether or not the instruments referred to in clause (i) remain outstanding, if designated by the Issuers to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

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“Credit Agreement Documents” means the collective reference to the Credit Agreement, any notes issued pursuant thereto and the guarantees thereof and any security or collateral documents entered into in relation thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

“Cumulative Credit” means the sum of (without duplication):

(1) 50% of the Consolidated Net Profit of BP I and BP II for the period (taken as one accounting period, the “Reference Period”) from the beginning of the fiscal quarter during which the RP Reference Date occurred to the end of the most recently ended fiscal quarter for which combined internal financial statements of BP I and BP II are available at the time of such Restricted Payment (or, in the case such Consolidated Net Profit for such period is a deficit, minus 100% of such deficit); plus

(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property other than cash received by BP I or BP II after the RP Reference Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii)) from the issue or sale of Equity Interests of BP I or BP II or Subordinated Shareholder Funding to BP I or BP II (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary); plus

(3) 100% of the aggregate amount of contributions to the capital of BP I or BP II received in cash and the Fair Market Value of property other than cash received after the RP Reference Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii)); plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of BP I, BP II or any Restricted Subsidiary thereof issued after the RP Reference Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in or Subordinated Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct or indirect parent of BP I or BP II; provided, however, in the case of any parent, such Indebtedness or Disqualified Stock is retired or extinguished; plus

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(5) 100% of the aggregate amount received after the RP Reference Date by BP I, BP II or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by BP I, BP II or any Restricted Subsidiary:

(A) from the sale or other disposition (other than to BP I, BP II or a Restricted Subsidiary) of Restricted Investments made after the RP Reference Date by BP I, BP II or the Restricted Subsidiaries and from repurchases and redemptions after the RP Reference Date of such Restricted Investments from BP I, BP II or the Restricted Subsidiaries by any Person (other than BP I, BP II or any Restricted Subsidiaries) and from repayments of loans or advances and releases of guarantees, which constituted Restricted Investments made after the RP Reference Date (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii) or 4.04(b)(x)),

(B) from the sale (other than to BP I, BP II or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

(C) from a distribution or dividend from an Unrestricted Subsidiary; plus

(6) in the event any Unrestricted Subsidiary of BP I or BP II has been redesignated as a Restricted Subsidiary after the RP Reference Date or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, BP I, BP II or a Restricted Subsidiary after the RP Reference Date, the Fair Market Value (and, if such Fair Market Value exceeds $30.0 million, such Fair Market Value shall be set forth in a written resolution of a majority of the Board of Directors of BP I) of the Investment of BP I or BP II in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or 4.04(b)(x) or constituted a Permitted Investment).

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is a party or beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by BP I, BP II or one of the Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of BP I or BP II or any direct or indirect parent of BP I or BP II (other than Disqualified Stock), that is issued for cash (other than to BP I, BP II or any of their respective Subsidiaries or an employee stock ownership plan or trust established by BP I, BP II or any of their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

“Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of BP I, BP II or any parent company of BP I or BP II having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding of Equity Interests of BP I, BP II or any parent company of BP I or BP II or any options, warrants or other rights in respect of such Equity Interests.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided, however, that the relevant asset sale or change of control provisions, taken as a whole, are not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable transactions (as determined in good faith by the Issuers));

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person; or

(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

in each case prior to 91 days after the maturity date of the Senior Secured Notes or the date the Senior Secured Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of BP I, BP II or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by BP I or BP II in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is incorporated or organized under the laws of the United States of America or any state thereof or the District of Columbia.

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“Dopaco Acquisition Document” means the Purchase and Sale Agreement, dated as of March 3, 2011, among Cascades USA Inc., RGHL and Cascades Inc.

“Dopaco Transactions” means (i) the acquisition by RGHL, through its Wholly Owned Subsidiaries Pactiv and Pactiv Canada Inc., of all of the outstanding stock of Dopaco Inc. and Dopaco Canada Inc. pursuant to the Dopaco Acquisition Document, (ii) the other transactions related to the foregoing and (iii) the payment of fees and expenses related to the foregoing.

“Domination Agreements” shall mean the Existing Domination Agreements and any domination agreements and/or profit and loss pooling agreements (Beherrschungs- und/oder Gewinnabführungsvertrag) entered after the date hereof pursuant to Section 5.17 of the Senior Secured Credit Facilities.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Profit:

(1) Consolidated Taxes; plus

(2) Consolidated Interest Expense; plus

(3) Consolidated Non-cash Charges; plus

(4) business optimization expenses and other restructuring charges, expenses or reserves; provided, however, that, with respect to each business optimization expense or other restructuring charge, expense or reserve, the Issuers shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying such expense, charge or reserve and stating that such expense, charge or reserve is a business optimization expense or other restructuring charge or reserve, as the case may be; plus

(5) the amount of management, monitoring, consulting and advisory fees and related expenses paid to Rank (or any accruals relating to such fees and related expenses) during such period; plus

(6) all add backs reflected in the financial presentation of “RGHL Combined Group Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and Pro Forma Combined Financial Information” of the Offering Circular in the amounts set forth in and as further described in that section of the Offering Circular, but only to the extent such add backs occurred in the consecutive four quarter period used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First Lien Leverage Ratio, as the case may be; less, without duplication,

(1) non-cash items increasing Consolidated Net Profit for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period); less

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(2) all deductions reflected in the financial presentation of “RGHL Combined Group Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and Pro Forma Combined Financial Information” of the Offering Circular in the amounts set forth in and as further described in that section of the Offering Circular, but only to the extent such deductions occurred in the consecutive four quarter period used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First Lien Leverage Ratio, as the case may be.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of ordinary shares or Preferred Stock of BP I or any direct or indirect parent of BP I or BP II, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to BP I’s or such direct or indirect parent’s ordinary shares registered on Form S-8;

(2) issuances to any Subsidiary of BP I or BP II; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at any time of determination thereof by BP I, BP II or the Trustee, the amount of euro obtained by converting such currency other than euro involved in such computation into euro at the spot rate for the purchase of euro with the applicable currency other than euro as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by BP I or BP II) on the date of such determination.

“Evergreen Acquisition” means collectively (a) the acquisition by Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, of all the Equity Interests of Evergreen Packaging Inc., (b) the acquisition by SIG Combibloc Holding GmbH, an indirect Wholly Owned Subsidiary of BP III, of all the Equity Interests of Evergreen Packaging (Luxembourg) S.à r.l and (c) the acquisition by Whakatane Mill Limited, an indirect Wholly Owned Subsidiary of BP III, from Carter Holt Harvey Limited of the assets and liabilities of the Whakatane Paper Mill.

“Evergreen Acquisition Documents” means the (i) the Reorganization Agreement, dated as of April 25, 2010, between Carter Holt Harvey Limited, BP III, Reynolds Group Holdings, Inc., Evergreen Packaging United States Limited and Evergreen Packaging New Zealand Limited and (ii) the Asset Purchase Agreement, dated as of April 25, 2010, between Carter Holt Harvey Limited and Whakatane Mill Limited, and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date.

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“Evergreen Transactions” means the Evergreen Acquisition and the transactions related thereto (including the transactions contemplated in that certain Project Echo Structure dated April 23, 2010, prepared by RGHL), including the incremental term loan borrowing of $800 million under the Senior Secured Credit Facilities, the issuance and guarantee of the May 2010 Notes.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of BP I or BP II) received by BP I or BP II, as applicable, after the Issue Date from:

(1) contributions to its common equity capital; or

(2) the sale (other than to a Subsidiary of BP I or BP II or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of BP I or BP II,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an Officer of BP I or BP II on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Existing Domination Agreements” shall mean the domination agreements (Beherrschungsverträge) and/or profit and loss pooling agreements (Gewinnabführungsverträge) as registered in the commercial register extracts (Handelsregisterausdrucke) or filed for registration with the competent commercial register according to the commercial register extracts (Handelsregisterausdrucke) or registration filings delivered for the Senior Secured Note Guarantors incorporated in Germany pursuant to Section 4.02(c) of the Original Credit Agreement (as defined in the Senior Secured Credit Facilities).

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by BP I or BP II except as otherwise provided in this Senior Secured Notes Indenture).

“FATCA” means Section 1471 through 1474 of the Code, as of the Issue Date (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any applicable fiscal or regulatory legislation, regulations or other official guidance adopted by a governmental authority pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

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“February 2011 Note Documents” means (a) the February 2011 Senior Secured Notes, the guarantees with respect to the February 2011 Senior Secured Notes, the February 2011 Senior Secured Indenture, the February 2011 Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any February 2011 Note Document described in clause (a) evidencing or governing any secured obligations thereunder.

“February 2011 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the February 2011 Senior Secured Indenture) are granted to secure the February 2011 Senior Secured Notes and the guarantees thereof.

“February 2011 Senior Indenture” means the senior notes indenture dated as of February 1, 2011, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“February 2011 Senior Notes” means the 8.250% Senior Notes due 2021 issued pursuant to the February 2011 Senior Indenture.

“February 2011 Senior Secured Indenture” means the senior secured notes indenture dated as of February 1, 2011, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar, Transfer Agent and Collateral Agent and The Bank of New York Mellon, London Branch, as Paying Agent, and Wilmington Trust (London) Limited, as additional Collateral Agent, as supplemented, amended and modified from time to time thereafter.

“February 2011 Senior Secured Notes” means the 6.875% Senior Secured Notes due 2021 issued pursuant to the February 2011 Senior Secured Indenture.

“February 2012 Senior Indenture” means the senior notes indenture dated as of February 15, 2012, among the Issuers, the guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“February 2012 Senior Notes” means the 9.875% Senior Notes due 2019 issued pursuant to the February 2012 Senior Indenture.

“Financial Assistance Restricted Subsidiary” means any Restricted Subsidiary that is prevented from being a Senior Secured Note Guarantor due to applicable financial assistance laws; provided, however, that such Restricted Subsidiary shall become a Senior Secured Note Guarantor upon or as soon as reasonably practical after (but not later than 90 days after (subject to the expiration of applicable waiting periods and compliance with applicable laws)) such financial assistance laws no longer prevent such Restricted Subsidiary from being a Senior Secured Note Guarantor if it would otherwise be required to be a Senior Secured Note Guarantor pursuant to Section 4.11.

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“Financing Disposition” means any sale, transfer, conveyance or other disposition of inventory that is equipment used in the product filling process by BP I or any Restricted Subsidiary thereof to a Person that is not a Subsidiary of BP I or BP II that meets the following conditions:

(1) the Board of Directors of BP I shall have determined in good faith that such sale, transfer, conveyance or other disposition is in the aggregate economically fair and reasonable to BP I or, as the case may be, the Restricted Subsidiary in question;

(2) all sales of such inventory are made at Fair Market Value;

(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by BP I);

(4) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is guaranteed by BP I, BP II or any Restricted Subsidiary, (ii) is with recourse to or obligates BP I, BP II or any Subsidiary of BP I or BP II in any way or (iii) subjects any property or asset of BP I, BP II or any other Subsidiary of BP I or BP II, directly or indirectly, contingently or otherwise, to the satisfaction thereof;

(5) neither BP I, BP II nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding with such Person other than on terms which BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of any Issuer; and

(6) neither BP I, BP II nor any other Restricted Subsidiary has any obligation to maintain or preserve such Person’s financial condition or cause such entity to achieve certain levels of operating results.

“First Lien Intercreditor Agreement” means the intercreditor agreement dated as of November 5, 2009, among The Bank of New York Mellon, as Collateral Agent, Credit Suisse, as Representative under the Credit Agreement, The Bank of New York Mellon, as Representative under the 2009 Indenture, each additional Representative from time to time party thereto and the grantors party thereto, as from time to time amended, supplemented or modified.

“First Lien Obligations” means (i) all Secured Indebtedness secured by a Lien that has equal priority with, ranks pari passu with, or is otherwise on parity with, or ranks prior to, ahead of, or otherwise senior to, the Lien in favor of the Senior Secured Notes, (ii) all other Obligations (not constituting Indebtedness) of BP I, BP II and the Restricted Subsidiaries under the agreements governing such Secured Indebtedness described in clause (i) to this definition and (iii) all other Obligations of BP I, BP II or any Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services.

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“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that BP I, BP II or any Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation of Consolidated Interest Expense shall not give effect to (a) any Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued on the date of determination pursuant to Section 4.03(b) and (b) the repayment, repurchase or redemption of any Indebtedness, Disqualified Stock or Preferred Stock to the extent such repayment, repurchase or redemption results from the proceeds of Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued pursuant to Section 4.03(b), which is omitted from the pro forma calculation pursuant to the foregoing clause (a).

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (in each case including the Transactions) and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that BP I, BP II or any of the Restricted Subsidiaries has determined to make or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (in each case including the Transactions), discontinued operations and operational changes (and the change of any associated Fixed Charges (calculated in accordance with the proviso in the prior paragraph) and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into BP I or BP II or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of BP I or BP II. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of BP I or BP II as set forth in an

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Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of BP I or BP II to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period and

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

“GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as otherwise provided in this Senior Secured Notes Indenture in relation to financial reports and other information to be delivered to Holders) on the GAAP Date. Except as otherwise expressly provided in this Senior Secured Notes Indenture, all ratios and calculations based on GAAP contained in this Senior Secured Notes Indenture shall be computed in conformity with GAAP. At any time after the Issue Date, BP I, BP II and the Issuers may elect to apply generally accepted accounting principles in the United States (“US GAAP”) in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean US GAAP as in effect (except as otherwise provided in this Senior Secured Notes Indenture) on the GAAP Date; provided, however, that any such election, once made, shall be irrevocable and that, upon first reporting its fiscal year results under US GAAP each of BP I, BP II and each of the Issuers shall restate its financial statements on the basis of US GAAP for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of US GAAP; provided further, however, that in the event BP I, BP II and the Issuers have made such an election and are thereafter required by applicable law to apply IFRS in lieu of US GAAP (or IFRS is a successor to US GAAP) (any such change, a

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“Required Change”), they shall be entitled to apply IFRS, and that upon subsequently reporting its fiscal year results on the basis of IFRS in lieu of US GAAP each of BP I, BP II and each of the Issuers shall restate its financial statements on the basis of IFRS for the fiscal year ending immediately prior to the fiscal year after such Required Change. In the event that BP I, BP II and the Issuers are required to make the Required Change, references herein to GAAP shall be construed to mean IFRS as in effect on the GAAP Date. The Issuers shall give notice of election to apply US GAAP or requirement to apply IFRS to the Trustee and the Holders.

“GAAP Date” means the Reference Date or, if BP I, BP II or the Issuers make an election to apply US GAAP, the date of such election or, in the event of a Required Change, the date of such Required Change; provided, however, that, at such time as BP I is able to treat all indentures to which it is a party alike with respect to the GAAP Date, BP I may by written notice to the Trustee change the GAAP Date to be the date specified in such notice, and upon such notice, the GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. At such time as BP I delivers to the Trustee a notice pursuant to the preceding sentence, BP I shall, substantially concurrently therewith, change the GAAP Date under all other indentures to which it is a party to be the GAAP Date specified in such notice, pursuant to the terms of, and in the manner set forth in, each such indenture.

“Graham Packaging” means Graham Packaging Company Inc. and, unless the context otherwise requires, its subsidiaries.

“Graham Packaging 2014 Notes” means the 9.875% senior subordinated notes due 2014 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging 2017 Notes” means the 8.25% senior notes due 2017 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging 2018 Notes” means the 8.25% senior notes due 2018 issued by Graham Packaging Company, L.P. and GPC Capital Corp. I, which are Wholly Owned Subsidiaries of Graham Packaging.

“Graham Packaging Acquisition” means the acquisition by RGHL of all of the outstanding stock of Graham Packaging pursuant to the Graham Packaging Acquisition Document.

“Graham Packaging Acquisition Document” means the Agreement and Plan of Merger, dated as of June 17, 2011, among RGHL, Bucephalas Acquisition Corp. and Graham Packaging, as amended as of June 17, 2011.

“Graham Packaging Change of Control Offers” means Graham Packaging’s offer to purchase each of the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes, as required by the applicable indenture.

“Graham Packaging Tender Offers” means Graham Packaging’s offer to purchase and consent solicitations with respect to each of the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018 Notes in connection with the Graham Packaging Acquisition.

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“Graham Packaging Transactions” means: (i) the offering of the August 2011 Senior Secured Notes and the August 2011 Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured Credit Facilities in connection with the Graham Packaging Acquisition, (iii) the repayment of certain Graham Packaging Indebtedness, including in connection with the Graham Packaging Tender Offers and the Graham Packaging Change of Control Offers, (iv) the Graham Packaging Acquisition, (v) the Graham Packaging ITR Payment (as defined in the offering circular dated July 26, 2011, relating to the August 2011 Senior Secured Notes and the August 2011 Senior Notes), (vi) the other transactions related to the foregoing and (vii) the payment of fees and expenses related to the foregoing.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“holder”, “Holder”, “noteholder” or “secured noteholder” means the Person in whose name a Senior Secured Note is registered on the Registrar’s books.

“IASB” means the International Accounting Standards Board and any other organization or agency that shall issue pronouncements regarding the application of GAAP.

“including” means including without limitation.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person (without duplication):

(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property

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(except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP), (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person; and

(4) to the extent not otherwise included, with respect to BP I, BP II and the Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, BP I, BP II or any Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of BP I, BP II or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing) to the extent there is recourse to BP I, BP II or the Restricted Subsidiaries (as that term is understood in the context of recourse and non-recourse receivable financings);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues or marketing fees; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of Qualified Receivables Financings; (5) obligations under the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Dopaco Acquisition Document or the Graham Packaging Acquisition Document; or (6) Subordinated Shareholder Funding.

Notwithstanding anything in this Senior Secured Notes Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Senior Secured Notes Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Senior Secured Notes Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Senior Secured Notes Indenture.

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“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuers, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the US, U.K., Canadian, Swiss or Japanese government or any member state of the European Monetary Union or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among BP I, BP II and their respective Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers in the ordinary course of business and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of BP I or BP II in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

(1) “Investments” shall include the portion (proportionate to BP I’s or BP II’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary at the time that such Subsidiary is designated an Unrestricted

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Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, BP I or BP II, as applicable, shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) BP I’s or BP II’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to BP I’s or BP II’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of each Issuer.

“Issue Date” means September 28, 2012, the date on which the Original Senior Secured Notes are issued.

“Issuers’ Existing Indentures” means the Issuers’ Senior Secured Indentures and the Issuers’ Senior Indentures.

“Issuers’ Existing Secured Debt” means amounts outstanding under the Senior Secured Credit Facilities and Indebtedness represented by the August 2011 Senior Secured Notes (including the guarantees with respect thereto), the February 2011 Senior Secured Notes (including the guarantees with respect thereto), the October 2010 Senior Secured Notes (including the guarantees with respect thereto) and the 2009 Notes (including the guarantees with respect thereto).

“Issuers’ Senior Secured Indentures” means the 2009 Indenture, the October 2010 Senior Secured Indenture, the February 2011 Senior Secured Indenture and the August 2011 Senior Secured Indenture.

“Issuers’ Senior Indentures” means the May 2010 Indenture, the October 2010 Senior Indenture, the February 2011 Senior Indenture, the August 2011 Senior Indenture and the February 2012 Senior Indenture.

“June 2007 Transactions” means the Acquisition and the transactions related thereto (including the transactions contemplated in that certain Memorandum on Structure dated as of May 11, 2007, prepared by Deloitte & Touche), including borrowings under the 2007 Credit Agreement then in effect, the borrowings under a senior subordinated bridge loan and the refinancing of such senior subordinated bridge loan and partial prepayment of the 2007 Credit Agreement with the proceeds of the issuance of the 2007 Senior Notes and the 2007 Senior Subordinated Notes, and the contribution (through holding companies of RGHL) by Rank and certain other investors arranged by Rank of common equity, preferred equity or Subordinated Shareholder Funding to BP I and BP II.

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Local Facility” means a working capital facility provided to a Subsidiary of RGHL by a Local Facility Provider in respect of which a Local Facility Certificate has been delivered, and not canceled, under the terms of (and as such term is defined in) the 2007 UK Intercreditor Agreement and the First Lien Intercreditor Agreement and which constitutes a “Secured Local Facility” as defined in the Credit Agreement Documents.

“Local Facility Agreement” means the agreement under which a Local Facility is made available.

“Local Facility Provider” means a lender or other bank or financial institution that has acceded to the First Lien Intercreditor Agreement, as applicable, and the 2007 UK Intercreditor Agreement as a provider of a Local Facility.

“Luxembourg Issuer” means Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) organized under the laws of Luxembourg, having its registered office at 6C, rue Gabriel Lippmann, L-5364 Munsbach, Grand Duchy of Luxembourg.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of BP I, BP II or any direct or indirect parent of BP I or BP II, as the case may be, on the Reference Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, was approved by a vote of a majority of the directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, then still in office who were either directors on the Reference Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, hired at a time when the directors on the Reference Date together with the directors so approved constituted a majority of the directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable.

“May 2010 Indenture” means the indenture dated as of May 4, 2010, among the Issuers, The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“May 2010 Notes” means the 8.5% Senior Notes due 2018 issued pursuant to the May 2010 Indenture.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

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“Net Proceeds” means the aggregate cash proceeds received by BP I, BP II or any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding (i) the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form and (ii) the aggregate cash proceeds received by BP I, BP II or any Restricted Subsidiaries in respect of the sale of any Non-Strategic Land since the Reference Date in an aggregate amount of up to €25.0 million), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by BP I or BP II as a reserve in accordance with GAAP against any liabilities associated with the asset disposed in such transaction and retained by BP I or BP II after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Non-Strategic Land” means (a) the investment properties in which BP II, BP I or their respective Subsidiaries had an interest at the Reference Date which are a proportion of the real property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property owned by SIG Finanz AG (which was absorbed by SIG Combibloc Group AG (formerly SIG Holding AG) by means of a merger effective as of June 15, 2010) located at Newcastle in England, real property owned by SIG Moldtec GmbH & Co. KG, real property owned by SIG Schweizerische Industrie-Gesellschaft AG and located at Neuhausen in Switzerland, Beringen in Switzerland, Rafz in Switzerland, Ecublens in Switzerland and Romanel in Switzerland, real property owned by SIG Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property owned by SIG Euro Holding AG & Co. KG aA located at Waldshut-Tiengen in Germany and real property owned by SIG Real Estate GmbH & Co. KG located at Neunkirchen in Germany and (b) other properties in which BP II, BP I or their respective Subsidiaries have an interest from time to time and which is designated by BP II in an Officers’ Certificate delivered to the Trustee as not required for the ongoing business operations of BP II, BP I and their respective Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided, however, that Obligations with respect to the Senior Secured Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the Senior Secured Notes.

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“Obligor” means any Issuer or a Senior Secured Note Guarantor.

“October 2010 Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral (as defined in the October 2010 Senior Secured Indenture) are granted to secure the October 2010 Senior Secured Notes and the guarantees thereof.

“October 2010 Senior Indenture” means the senior notes indenture dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“October 2010 Senior Notes” means the 9.000% Senior Notes due 2019 issued pursuant to the October 2010 Senior Indenture.

“October 2010 Senior Secured Indenture” means the senior secured notes indenture dated as of October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent and Registrar, Wilmington Trust (London) Limited as Additional Collateral Agent and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time thereafter.

“October 2010 Senior Secured Notes” means the 7.125% Senior Secured Notes due 2019 issued pursuant to the October 2010 Senior Secured Indenture.

“Offer” means the public tender offer by RGHL for all publicly held Target Shares.

“Offer Prospectus” means the prospectus dated December 22, 2006 and the amendments to the prospectus dated February 2, 2007 and March 13, 2007 as published in the Swiss national press.

“Offering Circular” means the Offering Circular dated September 14, 2012, with respect to the Senior Secured Notes.

“Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person or any other person that the board of directors of such person shall designate for such purpose.

“Officers’ Certificate” means a certificate signed on behalf of BP I or, if otherwise specified, an Issuer, by two Officers of BP I or an Issuer, as applicable, or of a Subsidiary or parent of BP I or an Issuer, as applicable, that is designated by BP I or an Issuer, as applicable, one of whom must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or similar position of BP I or the Issuers, as applicable, or such Subsidiary or parent that meets the requirements set forth in this Senior Secured Notes Indenture and is in form and substance satisfactory to the Trustee.

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“Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel in form and substance satisfactory to the Trustee. The counsel may be an employee of or counsel to BP I, BP II or any of the Issuers.

“Pactiv” means Pactiv LLC, a Delaware limited liability company.

“Pactiv 2012 Notes” means Pactiv’s 5.875% Notes due 2012.

“Pactiv 2018 Notes” means Pactiv’s 6.400% Notes due 2018.

“Pactiv Acquisition” means the acquisition by RGHL, through its Wholly Owned Subsidiary Reynolds Acquisition Corporation, of all of the outstanding stock of Pactiv pursuant to the Pactiv Acquisition Document.

“Pactiv Acquisition Document” means the Agreement and Plan of Merger dated as of August 16, 2010, among Rank Group Limited, RGHL, Reynolds Acquisition Corporation and Pactiv.

“Pactiv Base Indenture” means the indenture dated as of September 29, 1999, between Tenneco Packaging Inc. and The Bank of New York Mellon, N.A. (as successor in interest to The Chase Manhattan Bank), as Trustee, as supplemented, amended and modified from time to time thereafter.

“Pactiv Change of Control Offer” means Pactiv’s offer to purchase the Pactiv 2012 Notes, as required by the applicable indenture. The Pactiv Change of Control Offer commenced on October 20, 2010 and expired on December 7, 2010.

“Pactiv Equity Contribution” means the cash contributed by Rank Group Limited to RGHL as part of the Pactiv Acquisition.

“Pactiv Tender Offer” means Pactiv’s offer to purchase and consent solicitations with respect to the Pactiv 2018 Notes in connection with the Pactiv Acquisition.

“Pactiv Transactions” means: (i) the offering of the October 2010 Senior Secured Notes and the October 2010 Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured Credit Facilities in connection with the Pactiv Acquisition, (iii) the repayment of certain Pactiv Indebtedness including the partial repayment of the Pactiv 2012 Notes and Pactiv 2018 Notes in connection with the Pactiv Tender Offer and Pactiv Change of Control Offer, (iv) the Pactiv Acquisition, (v) the Pactiv Equity Contribution, (vi) the other transactions related to the foregoing and (vii) the payment of fees and expenses related to the foregoing.

“Permitted Holders” means, at any time, each of (i) Rank, (ii) the Management Group and (iii) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of BP I or BP II or any of their Affiliates. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Senior Secured Notes Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

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“Permitted Investments” means:

(1) any Investment in BP I, BP II or any Restricted Subsidiary;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by BP I, BP II or any Restricted Subsidiary in a Person, including in the Equity Interests of such Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or Substantially All of its assets to, or is liquidated into, BP I, BP II or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.06 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided, however, that the amount of any such Investment only may be increased as required by the terms of such Investment as in existence on the Issue Date;

(6) advances to officers, directors or employees, taken together with all other advances made pursuant to this clause (6), not to exceed 0.25% of Total Assets at any one time outstanding;

(7) any Investment acquired by BP I, BP II or any of the Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by BP I, BP II or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, (b) as a result of a foreclosure by BP I, BP II or any Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates or (d) in settlement of debts created in the ordinary course of business;

(8) Hedging Obligations permitted under Section 4.03(b)(x);

(9) any Investment by BP I, BP II or any Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed 3.25% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such

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Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) additional Investments by BP I, BP II or any Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (after giving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of such sale received by BP I, BP II and the Restricted Subsidiaries consists of cash and Cash Equivalents), not to exceed 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be a Restricted Subsidiary;

(11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such person’s purchase of Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II;

(12) Investments the payment for which consists of Equity Interests or Subordinated Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct or indirect parent of BP I or BP II, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clauses (2) and (3) of the definition of Cumulative Credit;

(13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(c) (except transactions described in clauses (ii), (vi), (vii) and (xi)(B) of Section 4.07(c));

(14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15) guarantees issued in accordance with Section 4.03 and Section 4.11;

(16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

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(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

(18) any Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by a customer of a Restricted Subsidiary as a condition or in connection with such customer (or any member of such customer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course of business;

(19) any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant to a Receivables Financing;

(20) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with BP I, BP II or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(21) guarantees by BP I, BP II or any Restricted Subsidiaries of operating leases (other than Capitalized Lease Obligations), trademarks, licenses, purchase agreements or of other obligations that do not constitute Indebtedness, in each case entered into by BP I, BP II or any Restricted Subsidiary in the ordinary course of business consistent with past practice;

(22) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) that are otherwise a Permitted Lien or made in connection with a Permitted Lien; and

(23) any Indebtedness permitted under Section 4.03(b)(xxv).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or US government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

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(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue by more than 60 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings and for which there are adequate reserves set aside in accordance with GAAP or the non-payment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuers, RGHL and the Restricted Subsidiaries taken as a whole;

(4) Liens (i) required by any regulatory or government authority or (ii) in favor of issuers of performance and surety bonds or bid bonds or letters of credit or completion guarantees issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties Incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and which do not in the aggregate materially impair the operation of the business of such Person;

(6) (i) Liens securing an aggregate principal amount of First Lien Obligations not to exceed the maximum principal amount of First Lien Obligations that, as of the date such First Lien Obligations were Incurred, and after giving effect to the Incurrence of such First Lien Obligations and the application of proceeds therefrom on such date, would not cause the Senior Secured First Lien Leverage Ratio of BP I and BP II on a combined basis to exceed 3.50 to 1.00, (ii) Liens securing an aggregate principal amount of First Lien Obligations not to exceed $500.0 million, (iii) Liens securing Indebtedness Incurred pursuant to Section 4.03(b)(i), (iv) Liens securing the 2009 Notes outstanding on the Issue Date (or any guarantees thereof), (v) Liens securing the October 2010 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (vi) Liens securing the February 2011 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (vii) Liens securing the August 2011 Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (viii) Liens securing the Senior Secured Notes outstanding on the Issue Date (or any guarantees thereof), (ix) Liens securing Indebtedness Incurred pursuant to Section 4.03(b)(iv), (x) Liens securing the 2007 Notes outstanding on the Issue Date (or any guarantees thereof) as in effect on the Issue Date and any Lien that replaces the Lien in existence on the Issue Date so long as such replacement Lien is in respect of the same property as the Lien in existence on the Issue Date, and (xi) Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03; provided, however, that such Lien is junior to, ranks behind or is otherwise

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subordinated to the Lien securing the Senior Secured Notes pursuant to an Additional Intercreditor Agreement on terms not less favorable to the noteholders, the Collateral Agent and the Trustee than in the 2007 UK Intercreditor Agreement;

(7) Liens existing on the Issue Date (other than Liens described in clause (6));

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by BP I, BP II or any Restricted Subsidiary (except for after acquired assets, property or shares of stock required to be pledged under the instruments governing such Lien);

(9) Liens on assets or property at the time BP I, BP II or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into BP I, BP II or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by BP I, BP II or any Restricted Subsidiary;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to BP I, BP II or another Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03;

(11) Liens securing Hedging Obligations not Incurred in violation of this Senior Secured Notes Indenture;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses and sublicenses of real property which do not materially interfere with the ordinary conduct of the business of BP I, BP II or any Restricted Subsidiaries;

(14) Liens on assets or property of BP I, BP II or any Restricted Subsidiary securing the Senior Secured Notes or any Senior Secured Note Guarantees;

(15) Liens in favor of BP I, BP II or any Senior Secured Note Guarantor;

(16) Liens (i) on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing and (ii) on inventory that is equipment used in the product filling process Incurred in connection with a Financing Disposition;

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(17) deposits made in the ordinary course of business to secure liability to insurance carriers;

(18) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity Interests of joint ventures securing obligations of such joint ventures;

(19) grants of software and other technology licenses in the ordinary course of business;

(20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6) (other than clause (6)(x)), (7), (8), (9), (10), (15) and (20); provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to a Lien in respect of the Indebtedness being refinanced, refunded, extended, renewed or replaced) that secured the original Lien as in effect immediately prior to the refinancing, refunding, extension, renewal or replacement of the Indebtedness secured by such Lien (plus improvements on such property), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6) (other than clause (6)(x)), (7), (8), (9), (10), (15) and (20) at the time the original Lien became a Permitted Lien under this Senior Secured Notes Indenture and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (z) such new Lien shall not have priority over, rank ahead of, or otherwise be senior pursuant to any intercreditor agreement to the original Lien securing the Indebtedness being refinanced, refunded, extended, renewed or replaced; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension, renewal or replacement of Indebtedness secured by a Lien referred to in any of clauses 6(ii), 6(iii) and 6(ix), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension, renewal or replacement shall be deemed secured by a Lien under such original clause and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clauses 6(ii), 6(iii) and 6(ix);

(21) Liens on equipment of BP I, BP II or any Restricted Subsidiary granted in the ordinary course of business to BP I’s, BP II’s or such Restricted Subsidiary’s client at which such equipment is located;

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

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(23) Liens arising out of conditional sale or purchase, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(24) Liens arising by virtue of any statutory or common law or contractual provisions relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

(25) any interest or title of a lessor under any Capitalized Lease Obligation;

(26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(27) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(28) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed $30.0 million at any one time outstanding;

(29) Liens arising from Uniform Commercial Code filings regarding operating leases entered into by BP I, BP II and the Restricted Subsidiaries in the ordinary course of business;

(30) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents; and

(31) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets prior to completion.

In the event that a Lien (or a portion of a Lien) is incurred in reliance on clause (6)(ii) above or in reliance on clause (20) above to the extent the Lien incurred under clause (20) secured a refinancing, refunding, extension, renewal or replacement of a Lien incurred pursuant to clause (6)(ii) above, the Issuers shall, in their sole discretion, reclassify such Lien (or any portion thereof) as incurred in reliance on clause (6)(i) above if at the time such Lien would be permitted to be incurred under such clause (6)(i).

For purposes of determining compliance with this definition, a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category).

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Pre-Announcement” means the pre-announcement of the Offer pursuant to Article 7 et seq. TOO (Voranmeldung) as published by electronic media on 19 December 2006 and in the print media on 21 December 2006.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding-up.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S of such Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i) shall not include the Senior Secured Notes (or any Additional Senior Secured Notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than 10 Persons (provided, however, that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any commercial bank or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities offering.”

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from BP I, BP II or any of their respective Subsidiaries to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

“Qualified Receivables Financing” means any Receivables Financing that meets the following conditions:

(1) the Board of Directors of BP I or BP II shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to BP I or BP II or, as the case may be, the Subsidiary in question;

(2) all sales of accounts receivable and related assets are made at Fair Market Value; and

(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuers) and may include Standard Securitization Undertakings.

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The grant of a security interest in any accounts receivable of BP I, BP II or any of their respective Subsidiaries (other than a Receivables Subsidiary or the Subsidiary undertaking such Receivables Financing) to secure Indebtedness under the Credit Agreement, Indebtedness in respect of the Senior Secured Notes or any Refinancing Indebtedness with respect to the Senior Secured Notes shall not be deemed a Qualified Receivables Financing.

“Rank” means (i) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs or any of his immediate family members), and any of his or their Affiliates (each a “Rank Party”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Rank Party; provided, however, that in the case of (ii) (x) any Rank Party owns a majority of the voting power of the Voting Stock of BP I and BP II or any direct or indirect parent of BP I or BP II, as applicable, (y) no other Person has beneficial ownership of any of the Voting Stock included in determining whether the threshold set forth in clause (x) has been satisfied and (z) any Rank Party controls a majority of the Board of Directors of each of BP I and BP II or any direct or indirect parent of BP I or BP II, as applicable.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Senior Secured Notes for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuers or any direct or indirect parent of an Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by BP I, BP II or any of their respective Subsidiaries pursuant to which BP I, BP II or any of their respective Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary or (b) any other Person, or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of BP I, BP II or any of their respective Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by BP I, BP II or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

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“Receivables Subsidiary” means a Wholly Owned Subsidiary of BP I or BP II (or another Person formed for the purposes of engaging in Qualified Receivables Financing with BP I or BP II in which BP I or BP II or any Subsidiary of BP I or BP II makes an Investment and to which BP I, BP II or any Restricted Subsidiary transfers accounts receivable and related assets) that engages in no activities other than in connection with the financing of accounts receivable of BP I, BP II and their respective Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and that is designated by the Board of Directors of each of the Issuers (as provided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by BP I, BP II or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of and interest on Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is with recourse to or obligates BP I, BP II or any Subsidiary of BP I or BP II in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of BP I, BP II or any other Subsidiary of BP I or BP II, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b) with which neither BP I, BP II nor any other Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of any Issuer; and

(c) to which neither BP I, BP II nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of each of the Issuers shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Reference Date” means June 29, 2007.

“Representative” means the trustee, agent or representative (if any) for any Indebtedness; provided, however, that if, and for so long as, any Indebtedness lacks such a Representative, then the Representative for such Indebtedness shall at all times constitute the holder or holders of a majority in outstanding principal amount of Obligations under such Indebtedness.

“Restricted Cash” means cash and Cash Equivalents held by BP I, BP II or any Restricted Subsidiaries that are contractually restricted from being distributed or otherwise paid to any Issuer or not available for general corporate purposes, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Senior Secured Notes Indenture.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Senior Secured Notes Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of each of BP I and BP II.

“Reynolds 2008 Credit Agreement” means the Senior Secured Facilities Agreement dated February 21, 2008, among Reynolds Packaging Group (NZ) Limited, Closure Systems International Holdings Inc., Closure Systems International B.V., Reynolds Consumer Products Holdings Inc. and Reynolds Treasury (NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking Group Limited, BOS International (Australia) Limited, Calyon Australia Limited and Credit Suisse, as joint lead arrangers and underwriters, and Credit Suisse as facility agent and security trustee, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with the Sections 4.03 and 4.12) or altering the maturity thereof.

“Reynolds Acquisition” means collectively (a) the acquisition by BP III of all the Equity Interests of each of Closure Systems International (Luxembourg) S.à r.l and Reynolds Consumer Products (Luxembourg) S.à r.l and (b) the acquisition by Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, of all the Equity Interests of Reynolds Consumer Products Holdings Inc.

“Reynolds Acquisition Documents” means the (i) Stock Purchase Agreement, dated as of October 15, 2009, by and among BP III, Reynolds Group Holdings Inc., a direct Wholly Owned Subsidiary of BP III, and Reynolds Consumer Products (NZ) Limited, a New Zealand company and (ii) Stock Purchase Agreement, dated as of October 15, 2009, by and between BP III and Closure Systems International (NZ) Limited, a New Zealand company, and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to November 5, 2009.

“Reynolds Foodservice Acquisition” means, collectively, (a) the acquisition by Reynolds Group Holdings, Inc., a direct Wholly Owned Subsidiary of BP III, of all of the Equity Interests of Reynolds Packaging Inc., (b) the acquisition by Closure Systems International B.V., an indirect Wholly Owned Subsidiary of BP III, of all of the Equity Interests of Reynolds Packaging International B.V., together with a minority interest in Reynolds Metals Company de Mexico S. de R.L. de C.V., from an affiliated entity, that along with Reynolds Group Holdings Inc. and Closure Systems International B.V., is beneficially owned by Mr. Graeme Richard Hart.

“Reynolds Foodservice Acquisition Document” means the Stock Purchase Agreement dated as of September 1, 2010, among BP III, Reynolds Group Holdings Inc., Closure Systems International B.V. and Reynolds Packaging (NZ) Limited.

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“Reynolds Foodservice Transactions” means the Reynolds Foodservice Acquisition and the transactions related thereto.

“Reynolds Transactions” means the Reynolds Acquisition and the transactions related thereto (including the transactions contemplated in that certain Steps Plan and Structure Chart dated November 3, 2009, prepared by RGHL), including the repayment of the Reynolds 2008 Credit Agreement, the issuance and guarantee of, and granting of security in relation to, the 2009 Notes, the entering into and borrowings and guarantees under, and granting of security in relation to, the Senior Secured Credit Facilities, the amendment to the 2007 UK Intercreditor Agreement, entry into the First Lien Intercreditor Agreement and the contribution by RGHL of funds in return for common equity of BP I.

“RGHL” means Reynolds Group Holdings Limited.

“RP Reference Date” means November 5, 2009.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by BP I, BP II or a Restricted Subsidiary whereby BP I, BP II or a Restricted Subsidiary transfers such property to a Person and BP I, BP II or such Restricted Subsidiary leases it from such Person, other than leases between BP I, BP II and a Restricted Subsidiary or between Restricted Subsidiaries.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Secured Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Senior Secured Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of any Issuer to any of the Secured Parties under the Senior Secured Note Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Issuers under or pursuant to the Senior Secured Note Documents, and (c) the due and punctual payment and performance of all the obligations of each other Obligor under or pursuant to the Senior Secured Note Documents.

“Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Obligor under any Senior Secured Note Document and (e) the successors and assigns of each of the foregoing.

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“Securities Act” means the US Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” means those agreements or other instruments entered into pursuant to which security interests in the Collateral are granted to secure the Senior Secured Notes and the Senior Secured Note Guarantees.

“Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and (b) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a) and (b), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations in respect thereof are subordinate in right of payment to the Senior Secured Notes or the Senior Secured Note Guarantee of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1) any obligation of such Person to BP I, BP II or any Subsidiary of BP I or BP II;

(2) any liability for national, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof (other than by way of letter of credit, bank guarantee, performance or other bond, or other similar obligation) or instruments evidencing such liabilities);

(4) any Capital Stock;

(5) any Indebtedness or other Obligation of such Person which is subordinate or junior in right of payment to any other Indebtedness or other Obligation of such Person; or

(6) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this Senior Secured Notes Indenture.

“Senior Secured Credit Facilities” means the Second Amended and Restated Credit Agreement dated as of August 9, 2011, among, among others, BP I and Credit Suisse, as administrative agent, the other financial institutions party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject to compliance with Sections 4.03 and 4.12) or altering the maturity thereof.

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“Senior Secured First Lien Indebtedness” means, with respect to any Person, at any date, First Lien Obligations of such Person and its Restricted Subsidiaries (excluding Indebtedness secured by a Lien solely on money or US Government Obligations held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), in each case as of such date (determined on a consolidated basis in accordance with GAAP) consisting, without duplication, of (a) Indebtedness in respect of borrowed money, (b) Indebtedness evidenced by bonds, notes, debentures or similar instruments, (c) Indebtedness in respect of Capitalized Lease Obligations, (d) Indebtedness under any Receivables Financing (other than Obligations under or in respect of Qualified Receivables Financings) or (e) any obligation to be liable for, or to pay, as obligor, guarantor, or otherwise, on any obligations referred to in clauses (a) through (d) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course), including by securing such obligations by a lien on one’s assets.

“Senior Secured First Lien Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) Senior Secured First Lien Indebtedness of such Person less the amount of Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination (the “Aggregate First Lien Debt”) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding the Senior Secured First Lien Leverage Calculation Date (as defined below) provided, however, that the calculation of Aggregate First Lien Debt shall not give effect to any Senior Secured First Lien Indebtedness where the related Lien is Incurred pursuant to clause (6)(ii) of the definition of “Permitted Liens” or clause (20) of such definition to the extent the Lien Incurred under such clause (20) secured a refinancing, refunding, extension, renewal or replacement of a Lien Incurred pursuant to clause (6)(ii) of such definition. In the event that such Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured First Lien Indebtedness subsequent to the commencement of the period for which the Senior Secured First Lien Leverage Ratio is being calculated but on or prior to the event for which the calculation of the Senior Secured First Lien Leverage Ratio is made (the “Senior Secured First Lien Leverage Calculation Date”), then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Senior Secured First Lien Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the Issuers may elect pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Senior Secured First Lien Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Senior Secured First Lien Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that BP I, BP II or any of the Restricted Subsidiaries has determined to make or have made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Senior Secured First Lien Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,

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acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational changes (and the change of any associated Senior Secured First Lien Indebtedness and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into BP I, BP II or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuers. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuers as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Senior Secured Note Documents” means (a) the Senior Secured Notes, the Senior Secured Notes Guarantees, this Senior Secured Notes Indenture, the Security Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or instrument executed and delivered pursuant to any Senior Secured Note Document described in clause (a) evidencing or governing any Secured Obligations thereunder.

“Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes by any Person in accordance with the provisions of this Senior Secured Notes Indenture.

“Senior Secured Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that enter into this Senior Secured Notes Indenture on the Issue Date (other than the Issuers) and (y) any Person that subsequently becomes a Senior Secured Note Guarantor in accordance with the terms of this Senior Secured Notes Indenture; provided, however, that upon the release or discharge of such Person from its Senior Secured Note Guarantee in accordance with this Senior Secured Notes Indenture, such Person shall cease to be a Senior Secured Note Guarantor.

“Senior Secured Notes Registration Rights Agreement” means the Senior Secured Notes Registration Rights Agreement related to the Senior Secured Notes, dated as of the Issue Date, among the Issuers and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time; provided, however, that, after the Issue Date, certain Senior Secured Note Guarantors shall execute a joinder to the Senior Secured Notes Registration Rights Agreement and, with respect to any Additional Senior Secured Notes, one or more registration rights agreements between the US Issuer I, the US Issuer II and the Luxembourg Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the US Issuer I, the US Issuer II and the Luxembourg Issuer to the purchasers of Additional Senior Secured Notes to register such Additional Senior Secured Notes under the Securities Act.

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“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:

(1) BP I’s, BP II’s and the Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the total assets of BP I, BP II and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year;

(2) BP I’s, BP II’s and the Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10% of the total assets of BP I, BP II and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most recently completed fiscal year; or

(3) BP I’s, BP II’s and the Restricted Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of BP I, BP II and the Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

“Similar Business” means (a) any businesses, services or activities engaged in by BP I, BP II or any their respective Subsidiaries on the Issue Date and (b) any businesses, services and activities engaged in by BP I, BP II or any their respective Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Squeeze Out” means the acquisition pursuant to Article 33 of the Swiss Federal Stock Exchanges and Securities Trading Act (SR954.1) by BP III of the remaining Target Shares after at least 98% of the Target’s Voting Stock has been acquired by BP III at the end of the Offer.

“Stamp Duty Guidelines” shall mean the stamp duty guidelines set out in Schedule 9.20 (Stamp Duty Guidelines) of the Senior Secured Credit Facilities.

“Stamp Duty Sensitive Document” shall mean (a) any original of any Senior Secured Note Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Senior Secured Note Document.

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“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by BP I, BP II or any Subsidiary of BP I or BP II which BP I or BP II has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to any Issuer, any Indebtedness of such Issuer which is by its terms subordinated in right of payment to the Senior Secured Notes and (b) with respect to any Senior Secured Note Guarantor, any Indebtedness of such Senior Secured Note Guarantor which is by its terms subordinated in right of payment to its Senior Secured Note Guarantee.

“Subordinated Shareholder Funding” means, collectively, any funds provided to BP I or BP II by any direct or indirect parent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

(1) does not (including upon the happening of any event) mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of BP I or BP II or any funding meeting the requirements of this definition) or the making of any such payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

(2) does not (including upon the happening of any event) require, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

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(3) contains no change of control or similar provisions and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment (in each case, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes) or the payment of any amount as a result of any such action or provision, or the exercise of any rights or enforcement action (in each case, prior to the first anniversary of the Stated Maturity of the Senior Secured Notes) is restricted by the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement;

(4) does not provide for or require any security interest or encumbrance over any asset of BP I, BP II or any of their respective Subsidiaries;

(5) pursuant to its terms or pursuant to the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or another intercreditor agreement, is fully subordinated and junior in right of payment to the Senior Secured Notes pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding or are no less favorable in any material respect to Holders than those contained in the 2007 UK Intercreditor Agreement as in effect on the Issue Date with respect to the “Senior Creditors” (as defined therein) in relation to “Parentco Debt” (as defined therein);

provided, however, that any event or circumstance that results in such subordinated obligation ceasing to qualify as Subordinated Shareholder Funding, including it ceasing to be held by any direct or indirect parent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, shall constitute an Incurrence of such Indebtedness by BP I, BP II or such Restricted Subsidiary.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Substantially All” when used in relation to assets, means assets of the relevant entity or entities having a market value of at least 75% of the market value of all of the assets of such entity or entities at the date of the relevant transactions.

“Target” means SIG Combibloc Group AG (formerly SIG Holding AG), a company limited by shares incorporated in Switzerland registered in the Commercial Register of the Canton of Schaffhausen with the register number CH-290.3.004.149-2.

“Target Shares” means all of the registered shares of Target.

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“Tax Distributions” means any distributions described in Section 4.04(b)(xii).

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.

“TOO” means the Ordinance of the Swiss Takeover Board on Public Takeover Offers in effect until December 31, 2008 (SR 954.195.1).

“Total Assets” means the total combined consolidated assets of BP I, BP II and the Restricted Subsidiaries, as shown on the most recent combined balance sheet of BP I and BP II; provided, however, that, if since the date of such balance sheet BP I, BP II or any Restricted Subsidiary has entered into (or intends to enter into in connection with the need to determine such total combined consolidated assets) any acquisition, disposition, merger, amalgamation or consolidation, in each case with respect to an operating unit of a business (each, for purposes of this definition, a “pro forma event”), then the computation of such total combined consolidated assets shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers, amalgamations and consolidations had occurred on such balance sheet date. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of BP I or BP II or RGHL.

“Transactions” means the June 2007 Transactions, the Reynolds Transactions, the Evergreen Transactions, the Pactiv Transactions, the Reynolds Foodservice Transactions, the Dopaco Transactions and the Graham Packaging Transactions.

“Treasury Rate” (as determined by the Issuers) means, with respect to the Senior Secured Notes, as of any redemption date, the yield to maturity as of such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date the redemption notice is mailed (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October 15, 2015; provided, however, that if the period from the redemption date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means any officer within the Corporate Trust Office of the Trustee, including any managing director, vice president, senior associate or any other officer of the Trustee (1) who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and (2) who shall have direct responsibility for the administration of this Senior Secured Notes Indenture.

“Trustee” means the party named as such in this Senior Secured Notes Indenture until a successor replaces it and, thereafter, means the successor.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in effect on the date hereof.

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“Unrestricted Subsidiary” means:

(1) any Subsidiary of BP I or BP II that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of RGHL may designate any Subsidiary (other than any Issuer) of BP I or BP II (including any newly acquired or newly formed Subsidiary of BP I or BP II) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, BP I or BP II or any other Subsidiary of BP I or BP II that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of BP I, BP II or any of the Restricted Subsidiaries; provided further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

The Board of Directors of each of the Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x) (1) BP I or BP II could Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for BP I, BP II and its Restricted Subsidiaries would be greater than such ratio for BP I, BP II and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and

(y) no Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of each of the Issuers shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“US Controlled Foreign Subsidiary” means any Person that (A) is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and the US Treasury Regulations thereunder; (B) is organized under the laws of the United States or any state thereof or the District of Columbia and all or substantially all of the assets of such Person consist of equity or debt of one or more Persons described in clause (A) or this clause (B); or (C) is a Subsidiary of a Person described in clause (A) or (B).

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“US Corporate Escrow Issuer” means RGHL US Escrow II Inc., a Delaware corporation.

“US Dollar Equivalent” means with respect to any monetary amount in a currency other than US Dollars, at any time for determination thereof by BP I, BP II or the Trustee, the amount of US Dollars obtained by converting such currency other than US Dollars involved in such computation into US Dollars at the spot rate for the purchase of US Dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” (or, if The Wall Street Journal is no longer published, or if such information is no longer available in The Wall Street Journal, such source as may be selected in good faith by BP I or BP II) on the date of such determination.

“US Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii) is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

“US Issuer I” means Reynolds Group Issuer LLC, a Delaware limited liability company.

“US Issuer II” means Reynolds Group Issuer Inc., a Delaware corporation.

“US Issuers” means, collectively, US Issuer I and US Issuer II.

“US LLC Escrow Issuer” means RGHL US Escrow II LLC, a Delaware limited liability company.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

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“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or other similar shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Additional Collateral Agent”	Preamble
“Additional Amounts”	4.15(a)
“Additional Guarantor”	10.08(m)
“Additional Intercreditor Agreement”	4.20(a)
“Affiliate Transaction”	4.07(a)
“Agent Members”	Appendix A
“Aggregate First Lien Debt”	1.01 – in “Senior Secured First Lien Leverage Ratio”
“Asset Sale Offer”	4.06(b)
“Austrian Guarantor”	10.08(c)
“Authentication Order”	2.03
“Balance Sheet”	10.08(e)
“Bankruptcy Laws”	6.01
“Calculation Date”	1.01 – in “Fixed Charge Coverage Ratio”
“Change of Control Offer”	4.08(c)
“Change of Control Payment”	4.08(c)
“Change of Control Payment Date”	4.08(c)
“Common Depositary”	Appendix A
“covenant defeasance option”	8.01
“Custodian”	6.01
“Definitive Security”	Appendix A
“Determining Auditors”	10.08(e)
“Directive”	2.04(a)
“DTC”	Appendix A
“Dutch Guarantor”	10.08(a)
“Event of Default”	6.01
“Excess Proceeds”	4.06(b)
“Excluded Stock Collateral”	12.01(a)
“German Guarantor”	10.08(e)
“German Net Assets”	10.08(e)
“Global Securities Legend”	Appendix A
“Global Senior Secured Securities”	Appendix A
“GmbH & Co. KG”	10.08(e)
“Guaranteed Obligations”	10.01(a)

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Term	Defined in Section
“Issuers”	Preamble
“legal defeasance option”	8.01
“Luxembourg Guarantor”	10.08(f)
“Management Determination”	10.08(e)
“Mexican Guarantor”	10.08(j)
“Offer Period”	4.06(e)
“Original Senior Secured Notes”	Preamble
“Paying Agent”	2.04(a)
“Payor”	4.15(a)
“Permitted Debt”	4.03(b)
“pro forma event”	1.01 – in “Fixed Charge Coverage Ratio”
“Prohibitions”	10.08(a)
“Principal Paying Agent”	2.04(a)
“protected purchaser”	2.08
“QIB”	Appendix A
“Rank Party”	1.01 – in “Rank”
“Refinancing Indebtedness”	4.03(b)
“Refunding Capital Stock”	4.04(b)
“Registrar”	2.04(a)
“Regulation S”	Appendix A
“Regulation S Global Senior Secured Securities”	Appendix A
“Regulation S Securities”	Appendix A
“Relevant Taxing Jurisdiction”	4.15(a)
“Required Financial Information”	4.02(b)
“Restricted Payments”	4.04(a)
“Retired Capital Stock”	4.04(b)
“Rule 144A”	Appendix A
“Rule 144A Global Senior Secured Securities”	Appendix A
“Rule 144A Securities”	Appendix A
“Second Commitment”	4.06(b)
“Senior Secured Exchange Securities”	Appendix A
“Senior Secured First Lien Leverage Calculation Date”	1.01 – in “Senior Secured First Lien Leverage Ratio”
“Senior Secured Notes”	Preamble
“Senior Secured Notes Indenture”	Preamble
“Senior Secured Notes Purchase Agreement”	Appendix A
“Senior Secured Notes Registered Exchange Offer”	Appendix A
“Senior Secured Notes Shelf Registration Statement”	Appendix A
“Senior Secured Notes Transfer Restricted Securities”	Appendix A
“Successor Company”	5.01(a)

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Term	Defined in Section
“Successor Senior Secured Note Guarantor”	5.01(b)
“Suspended Covenants”	4.19(a)
“Swiss Guarantor”	10.08(b)
“Swiss Guarantor’s Subsidiary”	10.08(b)
“Thai Guarantor”	4.25(a)
“Thai Senior Secured Note Guarantee”	4.25(a)
“Transfer”	5.01(b)
“Transfer Agent”	2.04(a)
“Unlimited Enforcement Amount”	10.08(e)

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) “including” means including without limitation;

(e) words in the singular include the plural and words in the plural include the singular;

(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(g) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(j) in the case of any inconsistency between this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or the Additional Intercreditor Agreement shall prevail and this Senior Secured Notes Indenture is in all respects subject to the terms of First Lien

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Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement; provided that with respect to the matters governed by Sections 12.01(a)(i) and (ii) of this Senior Secured Notes Indenture, this Senior Secured Notes Indenture shall prevail;

(k) unless otherwise specified herein, references to any Person shall be to it and any successor in interest thereto; and

(l) For the purposes of Section 13.17 and the Austrian stamp duty guidelines, “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

ARTICLE II

The Senior Secured Notes

SECTION 2.01. Amount of Notes. The aggregate principal amount of Senior Secured Notes which may be authenticated and delivered under this Senior Secured Notes Indenture on the Issue Date is $3,250,000,000. All Original Senior Secured Notes shall be substantially identical except as to denomination.

The Issuers may from time to time after the Issue Date issue Additional Senior Secured Notes under this Senior Secured Notes Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Senior Secured Notes is at such time permitted by Section 4.03 and (ii) such Additional Senior Secured Notes are issued in compliance with Section 4.12 and the other applicable provisions of this Senior Secured Notes Indenture. With respect to any Additional Senior Secured Notes issued after the Issue Date (except for Senior Secured Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Secured Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers or BP I and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Senior Secured Notes:

(1) the aggregate principal amount of such Additional Senior Secured Notes which may be authenticated and delivered under this Senior Secured Notes Indenture;

(2) the issue price and issuance date of such Additional Senior Secured Notes, including the date from which interest on such Additional Senior Secured Notes shall accrue;

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(3) if applicable, that such Additional Senior Secured Notes shall be issuable in whole or in part in the form of one or more Global Senior Secured Securities and, in such case, the respective depositaries for such Global Senior Secured Securities, the form of any legend or legends which shall be borne by such Global Senior Secured Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Security may be exchanged in whole or in part for Additional Senior Secured Notes registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and

(4) whether such Additional Senior Secured Notes shall be Original Senior Secured Notes or shall be issued in the form of Senior Secured Exchange Securities as set forth in Exhibit A.

If any of the terms of any Additional Senior Secured Notes are established by action taken pursuant to a resolution of the Board of Directors of any Issuer or BP I, a copy of an appropriate record of such action shall be certified by an Officer or authorized signatory of the applicable Issuer or BP I and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Senior Secured Notes.

Except as provided in Section 9.02(b), the Senior Secured Notes, including any Additional Senior Secured Notes, shall be treated as a single class for all purposes under this Senior Secured Notes Indenture, including waivers, amendments, redemptions and offers to purchase. Holders of Additional Senior Secured Notes actually issued will share equally and ratably in the Collateral with the holders of the Original Senior Secured Notes. Unless the context otherwise requires, for all purposes of this Senior Secured Notes Indenture, references to the Senior Secured Notes include any Additional Senior Secured Notes actually issued.

SECTION 2.02. Form and Dating. Provisions relating to the Senior Secured Notes and the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The (i) Senior Secured Notes and the Trustee’s certificate of authentication and (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Senior Secured Exchange Securities shall be in substantially the form of Exhibit A hereto, as applicable, except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in Exhibit A hereto. The Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which any Issuer or any Senior Secured Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Senior Secured Note shall be dated the date of its authentication. The Senior Secured Notes shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Senior Secured Securities

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shall be in registered form without interest coupons and the Definitive Securities shall be in registered form without interest coupons. Each Global Security shall represent such of the outstanding Senior Secured Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Security” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Senior Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Secured Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Secured Notes represented thereby shall be made by the Trustee or the Registrar, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.03 hereof.

SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $3,250,000,000, (b) pursuant to a Senior Secured Notes Registered Exchange Offer, Senior Secured Exchange Securities from time to time for issue only in a Senior Secured Notes Registered Exchange Offer and (c) subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional Senior Secured Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof.

One Officer or authorized signatory of each Issuer shall sign the Senior Secured Notes for the Issuers by manual or facsimile signature.

If an Officer or authorized signatory whose signature is on a Senior Secured Note no longer holds that office at the time the Trustee authenticates the Senior Secured Note, the Senior Secured Note shall be valid nevertheless.

Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04.

A Senior Secured Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Secured Note. The signature shall be conclusive evidence that the Senior Secured Note has been authenticated under this Senior Secured Notes Indenture.

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The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Senior Secured Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04. Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Secured Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Secured Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) in New York, NY where the Senior Secured Notes may be presented for registration of transfer or for exchange. The Issuers may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying Agent”) and in London, England (it being understood that the Paying Agent shall not be required to maintain an office in London, England). The initial Registrar shall be The Bank of New York Mellon in New York, NY. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. The Registrar shall maintain a register outside the United Kingdom reflecting ownership of Senior Secured Notes outstanding from time to time and the Transfer Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer Agent shall perform the functions of a transfer agent.

(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Senior Secured Notes Indenture. The agreement shall implement the provisions of this Senior Secured Notes Indenture that relate to such Agent. The Issuers shall notify the Trustee of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. BP I or any of its Subsidiaries may act as Paying Agent or Registrar, subject to the requirement to maintain a paying agent in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the Directive.

(c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to Holders; provided, however, that no such removal shall become effective until acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent as the case may be, and delivered to the Trustee; provided, further, however, that, in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be

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obliged to withhold or deduct tax in connection with any payment made by it in relation to the Senior Secured Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee in accordance with Section 7.08.

(d) Upon written request from the Luxembourg Issuer, the Registrar shall provide the Luxembourg Issuer with a copy of the register to enable it to maintain a register of the Senior Secured Notes at its registered office.

SECTION 2.05. Paying Agent to Hold Money. At least one Business Day prior to each due date of the principal of and interest on any Senior Secured Note, the Issuers shall deposit with each Paying Agent (or if the Issuers, BP I or any of its Subsidiaries is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum in immediately available funds sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent to agree in writing (and the Initial Paying Agents hereby agree) that a Paying Agent shall hold for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Senior Secured Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. If the Issuers, BP I or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it for the benefit of the Persons entitled thereto. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before a payment date on the Senior Secured Notes of each year following the Issue Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.07. Transfer and Exchange. The Senior Secured Notes shall be issued in registered form and shall be transferable only upon the surrender of a Senior Secured Note for registration of transfer and in compliance with Appendix A. When a Senior Secured Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Senior Secured Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Senior Secured Notes selected for redemption (except, in the case of Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Senior Secured Notes for a period of 15 days before a selection of Senior Secured Notes to be redeemed.

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Prior to registration of transfer of any Senior Secured Note, the Issuers, the Senior Secured Note Guarantors, the Trustee, the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Senior Secured Note is registered as the absolute owner of such Senior Secured Note for the purpose of receiving payment of principal of and interest, if any, on such Senior Secured Note and for all other purposes whatsoever, whether or not such Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor, the Trustee, the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary.

Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book-entry.

All Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Secured Notes Indenture as the Senior Secured Notes surrendered upon such transfer or exchange.

SECTION 2.08. Replacement Senior Secured Notes. If a mutilated Senior Secured Note is surrendered to the Registrar or if the Holder of a Senior Secured Note claims that the Senior Secured Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Senior Secured Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Senior Secured Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other requirements of the Trustee. If required by the Trustee or the Issuers, such Holder shall provide an indemnity or security sufficient in the judgment of the Trustee or the Issuers to protect the Issuers, the Trustee, the Paying Agents, the Transfer Agent and the Registrar from any loss that any of them may suffer if a Senior Secured Note is replaced. The Issuers, the Registrar and the Trustee may charge the Holder for their expenses in replacing a Senior Secured Note (including attorneys’ fees and disbursements in replacing such Senior Secured Note). In the event any such mutilated, lost, destroyed or wrongfully taken Senior Secured Note has become or is about to become due and payable, the Issuer in its discretion may pay such Senior Secured Note instead of issuing a new Senior Secured Note in replacement thereof.

Every replacement Senior Secured Note is an additional obligation of the Issuers.

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Senior Secured Notes.

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SECTION 2.09. Outstanding Senior Secured Notes. Senior Secured Notes outstanding at any time are all Senior Secured Notes authenticated by the Trustee except for those canceled by the Registrar or any Agent in accordance with this Senior Secured Notes Indenture, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.05, a Senior Secured Note does not cease to be outstanding because the Issuers or any Affiliate of any Issuer holds the Senior Secured Note.

If a Senior Secured Note is replaced pursuant to Section 2.08 (other than a mutilated Senior Secured Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to them that the replaced Senior Secured Note is held by a protected purchaser. A mutilated Senior Secured Note ceases to be outstanding upon surrender of such Senior Secured Note and replacement thereof pursuant to Section 2.08.

If the Trustee or a Paying Agent holds, in accordance with this Senior Secured Notes Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Senior Secured Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement (or, if applicable, any Additional Intercreditor Agreement) then on and after that date such Senior Secured Notes (or portions thereof) shall cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10. Temporary Senior Secured Notes. In the event that Definitive Securities are to be issued under the terms of this Senior Secured Notes Indenture, until such Definitive Securities are ready for delivery, the Issuers may prepare and the Trustee or an agent thereof shall authenticate temporary Senior Secured Notes. Temporary Senior Secured Notes shall be substantially in the form of Definitive Securities but may have variations that the Issuers consider appropriate for temporary Senior Secured Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee or an agent thereof shall authenticate Definitive Securities and the Registrar and the Agents shall make them available for delivery in exchange for temporary Senior Secured Notes upon surrender of such temporary Senior Secured Notes at the office or agency of the Issuers, without charge to the Holder. Until such exchange, temporary Senior Secured Notes shall be entitled to the same rights, benefits and privileges as Definitive Securities.

SECTION 2.11. Cancellation. The Issuers at any time may deliver Senior Secured Notes to the Registrar for cancellation. Each Paying Agent shall forward to the Registrar any Senior Secured Notes surrendered to them for registration of transfer, exchange or payment. The Registrar and no one else shall cancel all Senior Secured Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Senior Secured Notes in accordance with its customary procedures upon receipt of written instructions from the Issuers. The Issuers may not issue new Senior Secured Notes to replace Senior Secured Notes it has redeemed, paid or delivered to the Registrar for cancellation. The Trustee shall not authenticate Senior Secured Notes in place of canceled Senior Secured Notes other than pursuant to the terms of this Senior Secured Notes Indenture.

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SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the Senior Secured Notes, the Issuers shall pay the defaulted interest then borne by the Senior Secured Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver or cause to be delivered to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.13. CUSIPs, ISINs, etc. The Issuers in issuing the Senior Secured Notes may use CUSIPs and ISINs, as applicable and, if so, the Trustee shall use CUSIPs and ISINs, as applicable in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Senior Secured Notes or as contained in any notice of a redemption, that reliance may be placed only on the other identification numbers printed on the Senior Secured Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall advise the Trustee and each Agent of any change in the CUSIPs and ISINs.

SECTION 2.14. Calculation of Principal Amount of Senior Secured Notes. The aggregate principal amount of the Senior Secured Notes, at any date of determination, shall be the principal amount of the Senior Secured Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Senior Secured Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Senior Secured Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Senior Secured Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.05 of this Senior Secured Notes Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officers’ Certificate.

SECTION 2.15. Currency. The US Dollar is the sole currency of account and payment for all sums payable by BP I, BP II, the Issuers or any Senior Secured Note Guarantor under or in connection with the Senior Secured Notes, including damages. Any amount with respect to the Senior Secured Notes received or recovered in a currency other than US Dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or any Senior Secured Note Guarantor or otherwise by any secured noteholder or by the Trustee, in respect of any sum expressed to be due to it from the Issuers or any Senior Secured Note Guarantor will only constitute a discharge to the Issuers or any Senior Secured Note Guarantor to the extent of the US Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

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If that US Dollar amount is less than the US Dollar amount expressed to be due to the recipient or the Trustee under any Senior Secured Note, BP I, BP II, the Issuers and any Senior Secured Note Guarantor will indemnify such recipient and/or the Trustee against any loss sustained by it as a result. In any event, BP I, BP II, the Issuers and any Senior Secured Note Guarantor will indemnify the recipient and/or the Trustee against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the holder of a Senior Secured Note or the Trustee to certify in a manner satisfactory to the Issuers (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnities constitute a separate and independent obligation from BP I, BP II, the Issuers and any Senior Secured Note Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any holder of a Senior Secured Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Senior Secured Note or to the Trustee.

Except as otherwise specifically set forth herein, (a) for purposes of determining compliance with any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that is denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is Incurred or made, as the case may be, and (b) for purposes of determining compliance with any US Dollar-denominated restriction herein, the US Dollar Equivalent amount for purposes hereof that is denominated in a non-US Dollar currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-US Dollar amount is Incurred or made, as the case may be.

ARTICLE III

Redemption

SECTION 3.01. Redemption. The Senior Secured Notes may be redeemed, in whole or in part, from time to time, subject to the conditions and at the redemption prices set forth in Section 5 or 6 of the form of Senior Secured Note set forth in Exhibit A, which are hereby incorporated by reference and made a part of this Senior Secured Notes Indenture, together with accrued and unpaid interest and premiums (if any) to the redemption date.

SECTION 3.02. Applicability of Article. Redemption of Senior Secured Notes at the election of the Issuers or otherwise, as permitted or required by the Senior Secured Notes or any provision of this Senior Secured Notes Indenture, shall be made in accordance with such provision and this Article.

SECTION 3.03. Notices to Trustee. If the Issuers elect to redeem Senior Secured Notes pursuant to the optional redemption provisions of Section 5 or the optional tax redemption provisions of Section 6 of the form of Senior Secured Note they shall notify the Trustee in writing of (i) the paragraph of such Senior Secured Note or the Section of this Senior Secured Notes Indenture pursuant to which the redemption shall occur, (ii) the redemption date and the record date, as applicable, (iii) the principal amount of the Senior Secured Notes to be redeemed and (iv) the redemption price. The Issuers shall give notice to the Trustee provided for in this paragraph at least 30 days but not more than 60 days before the applicable redemption date,

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unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from each Issuer to the effect that such redemption complies with the conditions herein. If fewer than all of the Senior Secured Notes are to be redeemed, the record date relating to such redemption shall be selected by the Issuers and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being delivered to any Holder and shall thereby be void and of no effect.

In the case of a redemption provided for by Section 6 of the form of Senior Secured Note prior to the publication or mailing of any notice of redemption of any series of Senior Secured Notes pursuant to the foregoing, each Issuer shall deliver to the Trustee (with a copy to the relevant Paying Agent) (a) an Officers’ Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing and satisfactory to the Trustee to the effect that the circumstances referred to in Section 6 of the form of Senior Secured Note exist. The Trustee shall accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above without further inquiry, in which event it shall be conclusive and binding on the Holders. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.04. Selection of Senior Secured Notes to Be Redeemed. If less than all of the Senior Secured Notes are to be redeemed or are required to be repurchased at any time, the Trustee will select Senior Secured Notes for redemption or repurchase on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC and any stock exchange on which the applicable Senior Secured Notes are then admitted to trading of which the Trustee shall have been notified in writing by the Issuers; provided, however, that no Senior Secured Note of $2,000 in aggregate principal amount or less, or other than in an integral multiple of $1,000 in excess thereof, shall be redeemed in part.

SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Section 5 or Section 6 of the form of Senior Secured Note, the Issuers shall deliver or cause to be delivered by electronic transmission or mailed by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar (or otherwise deliver such notice in accordance with applicable DTC procedures), a notice of redemption to each Holder whose Senior Secured Notes are to be redeemed; provided, however, that with respect to Definitive Securities only, the Issuers shall mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar.

Any such notice shall identify the Senior Secured Notes to be redeemed and shall state:

(i) the expected redemption date and record date, as applicable;

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(ii) the redemption price (or the formula by which the redemption price will be determined) and the amount of accrued interest to the redemption date as calculated by the Issuers or an agent or adviser thereof;

(iii) the name and address of the Paying Agent;

(iv) that Senior Secured Notes called for redemption must be surrendered to the Paying Agent (or if book-entry, in accordance with DTC procedures) to collect the redemption price, plus accrued interest;

(v) if fewer than all the outstanding Senior Secured Notes are to be redeemed, the certificate numbers and principal amounts of the particular Senior Secured Notes to be redeemed, the aggregate principal amount of Senior Secured Notes to be redeemed and the aggregate principal amount of Senior Secured Notes to be outstanding after such partial redemption;

(vi) that, unless the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Senior Secured Notes Indenture, interest on the Senior Secured Notes (or a portion thereof) called for redemption ceases to accrue on and after the redemption date;

(vii) the paragraph of the Senior Secured Notes and/or Section of this Senior Secured Notes Indenture pursuant to which the Senior Secured Notes called for redemption are being redeemed;

(viii) the CUSIP, ISIN and/or the Common Code, if any, printed on the Senior Secured Notes being redeemed; and

(ix) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN and/or the Common Code, if any, listed in such notice or printed on the Senior Secured Notes.

(b) At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at the Issuers’ expense. In such event, the Issuers shall provide the Trustee with the information required by this Section 3.05 at least one Business Day (or as soon as commercially practicable thereafter) prior to the date such notice is to be provided to Holders.

(c) If any Senior Secured Note is to be redeemed in part only, the notice of redemption that relates to that Senior Secured Note shall state the portion of the principal amount thereof to be redeemed. In the case of a Definitive Security, a new Senior Secured Note in currency and in principal amount equal to the unredeemed portion of the original Senior Secured Note will be issued in the name of the secured noteholder thereof upon cancellation of the original Senior Secured Note. In the case of a Global Senior Secured Security, an appropriate notation will be made on such Senior Secured Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice, Senior Secured Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on the Senior Secured Notes or portions of them called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest and premium (if any) on, the Senior Secured Notes to be redeemed.

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SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.05, the Senior Secured Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in this Section. Upon surrender to the Paying Agent, such Senior Secured Notes shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Senior Secured Notes registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Any notice of any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, a Change of Control, a financing or any other transaction or event.

SECTION 3.07. Deposit of Redemption Price. With respect to any Senior Secured Notes, no later than 10:00 a.m., New York time, one Business Day prior to the redemption date, the Issuers shall deposit with the Paying Agent (or, if any Issuer, BP I or any of its Subsidiaries is the Paying Agent, shall segregate and hold) money in immediately available funds sufficient to pay the redemption price of and accrued interest on all of the Senior Secured Notes or portions thereof to be redeemed on that date, other than Senior Secured Notes or portions of Senior Secured Notes called for redemption that have been delivered by the Issuers to the Registrar for cancellation. On and after the redemption date, interest shall cease to accrue on the Senior Secured Notes or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest and premiums (if any) on, the Senior Secured Notes to be redeemed. If any Senior Secured Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with this Section 3.07, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Senior Secured Notes and in Section 4.01.

SECTION 3.08. Senior Secured Notes Redeemed in Part. Upon surrender of a Senior Secured Note that is redeemed in part:

(a) in the case of a Definitive Security, upon cancellation of the Senior Secured Note surrendered, the Issuers shall execute and the Trustee or an authentication agent shall authenticate for the Holder (at the Issuers’ expense) a new Senior Secured Note equal in principal amount to the unredeemed portion of the Senior Secured Note surrendered in the name of such Holder; and

(b) in the case of a Global Security, the Registrar shall make an appropriate notation on such Senior Secured Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.

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ARTICLE IV

Covenants

SECTION 4.01. Payment of Senior Secured Notes. The Issuers shall promptly pay the principal of and interest on the Senior Secured Notes on the dates and in the manner provided in the Senior Secured Notes and in this Senior Secured Notes Indenture. An installment of principal of or interest shall be considered paid on the date due if on the Business Day prior to such date the Trustee or the Paying Agent holds as of 10:00 a.m. New York time money in immediately available funds sufficient to pay such principal or interest due for payment on the following Business Day, and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Senior Secured Notes Indenture.

The Issuers shall pay interest on overdue principal at the rate specified therefor in the Senior Secured Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the Senior Secured Notes to the extent lawful.

Wherever in this Senior Secured Notes Indenture, the Senior Secured Notes or any Senior Secured Note Guarantee there is mentioned, in any context:

(1) the payment of principal,

(2) redemption prices or purchase prices in connection with a redemption or purchase of the Senior Secured Notes,

(3) interest, or

(4) any other amount payable on or with respect to any of the Senior Secured Notes or any Senior Secured Note Guarantee,

such reference shall be deemed to include payment of Additional Amounts as set forth in Section 4.15 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

SECTION 4.02. Reports and Other Information. (a) Notwithstanding that RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, RGHL (and the Issuers) will file with or furnish to the SEC (and provide the Trustee and holders of the Senior Secured Notes with copies thereof, without cost to each holder, within 15 days after it files or furnishes them, as the case may be, with the SEC):

(i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form); provided, however, that, prior to the

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effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law;

(ii) within 60 days after the end of each fiscal quarter, other than the fourth fiscal quarter of any year, the information that would be required by a report on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers)); provided, however, that prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law; and

(iii) promptly from time to time after the occurrence of an event required to be reported on Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers), the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 8-K will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers));

provided, however, that RGHL (and the Issuers) shall not be so obligated to file or furnish such reports with the SEC if the SEC does not permit such filing or furnishing, in which event RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of Senior Secured Notes, in addition to providing such information to the Trustee and the holders of the Senior Secured Notes, in each case within 15 days after the time RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, by providing the Trustee and the secured noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes

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Shelf Registration Statement, by publicly filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.

(b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information, documents and other reports filed or furnished with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full force and effect, RGHL, BP I and BP II shall make available to the Trustee and the noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in full force and effect.

(c) Notwithstanding the provisions of Sections 4.02(a) and (b), RGHL will be deemed to have filed or furnished such reports referred to above to the Trustee and the holders of the Senior Secured Notes if RGHL has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

(d) So long as any of the Senior Secured Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the Exchange Act, each Issuer will make available to the holders of the Senior Secured Notes and to prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.

SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) Each of BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) each of BP I and BP II will not permit any Restricted Subsidiaries (other than a Senior Secured Note Guarantor) to issue any shares of Preferred Stock; provided, however, that BP I and BP II may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of BP I and BP II on a combined basis for the most recently ended four full fiscal quarters for which combined internal financial statements of BP I and BP II are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional

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Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided further, however, that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not the Issuers or Senior Secured Note Guarantors shall not exceed $100.0 million at any one time outstanding.

(b) The foregoing limitations will not apply to (collectively, “Permitted Debt”):

(i) the Incurrence by BP I, BP II or any Restricted Subsidiaries of Indebtedness under (A) the Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount not to exceed (1) $4,325.0 million, plus (2) €250.0 million, plus (3) $120.0 million of revolving credit facilities and ancillary facilities that relate to revolving credit facilities, plus (4) €80.0 million of revolving credit facilities and ancillary facilities that relate to revolving credit facilities, plus (5) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing, and (B) Local Facility Agreements in an aggregate principal amount not to exceed €80.0 million;

(ii) the Incurrence by the Issuers and the Senior Secured Note Guarantors of Indebtedness represented by the Senior Secured Notes (not including any Additional Senior Secured Notes) and the Senior Secured Note Guarantees;

(iii) (A) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b));

(iv) Indebtedness (including Capitalized Lease Obligations) Incurred by BP I, BP II or any Restricted Subsidiaries, Disqualified Stock issued by BP I, BP II or any Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that serves to refund, refinance or defease any of the foregoing; provided, however, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (iv) shall not at any time exceed 2.0% of Total Assets;

(v) Indebtedness Incurred by BP I, BP II or any Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

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(vi) Indebtedness arising from agreements of BP I, BP II or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or any other acquisition or disposition of any business, assets or a Subsidiary of BP I or BP II in accordance with the terms of this Senior Secured Notes Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(vii) Indebtedness of BP I or BP II to a Restricted Subsidiary; provided, however, that, except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of BP I, BP II and the Restricted Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not one of the Issuers or a Senior Secured Note Guarantor shall within 90 days of the Issue Date, to the extent legally permitted, be subordinated in right of payment to the obligations of the Issuers under the Senior Secured Notes or the obligations of BP I under its Senior Secured Note Guarantee, as applicable; provided further, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to BP I, BP II or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii);

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to BP I, BP II or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to BP I, BP II or a Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (viii);

(ix) Indebtedness of a Restricted Subsidiary to BP I, BP II or another Restricted Subsidiary; provided, however, that except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of BP I, BP II and the Restricted Subsidiaries, if a Senior Secured Note Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not one of the Issuers or a Senior Secured Note Guarantor, such Indebtedness shall within 90 days of the Issue Date, to the extent legally permitted, be subordinated in right of payment to the Senior Secured Note Guarantee of such Senior Secured Note Guarantor; provided further, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to BP I, BP II or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);

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(x) Hedging Obligations that are Incurred not for speculative purposes but (A) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Senior Secured Notes Indenture to be outstanding; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales;

(xi) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by BP I, BP II or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;

(xii) (A) any guarantee by BP I, BP II or a Restricted Subsidiary of Indebtedness or other obligations of BP I, BP II or any Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by BP I, BP II or such Restricted Subsidiary was not in violation of the terms of this Senior Secured Notes Indenture; or (B) Indebtedness of BP I, BP II or any Restricted Subsidiary arising by reason of any Lien permitted to be granted or to subsist pursuant to Section 4.12 and so long as the Indebtedness secured by such Lien was not incurred in violation of this Senior Secured Notes Indenture;

(xiii) the Incurrence by BP I, BP II or a Restricted Subsidiary of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary, in either case, that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) or clauses (ii), (iii), (xiii) and (xiv) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premium), defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness will be Refinancing Indebtedness if and to the extent it:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is not less than the shorter of (1) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (2) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date one year following the last maturity date of any Senior Secured Notes then outstanding were instead due on such date one year following the last date of maturity of the Senior Secured Notes; provided, however, that any Refinancing Indebtedness Incurred in reliance on this subclause (A)(2) does not provide for any scheduled principal payments prior to the maturity date of the Senior Secured Notes in excess of, or prior to, the scheduled principal payments due prior to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced or defeased;

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(B) has a Stated Maturity that is not earlier than the earlier of (1) the Stated Maturity of the Indebtedness being refunded, refinanced or defeased or (2) 91 days following the maturity date of the Senior Secured Notes;

(C) refinances (1) Indebtedness junior to the Senior Secured Notes or any Senior Secured Note Guarantee, such Refinancing Indebtedness is junior to the Senior Secured Notes or the Senior Secured Note Guarantee of such Senior Secured Note Guarantor, as applicable, or (2) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and

(D) does not include (1) Indebtedness of BP I, BP II or a Restricted Subsidiary, in each case, that is not one of the Issuers or a Senior Secured Note Guarantor that refinances, refunds or defeases Indebtedness of BP I, BP II, any Issuer or any Senior Secured Note Guarantor or (2) Indebtedness of BP I, BP II or a Restricted Subsidiary that refinances, refunds or defeases Indebtedness of an Unrestricted Subsidiary;

(xiv) Indebtedness, Disqualified Stock or Preferred Stock of (A) BP I, BP II or a Restricted Subsidiary Incurred to finance an acquisition, merger, consolidation or amalgamation or (B) Persons that constitutes Acquired Indebtedness; provided, however, that after giving effect to such acquisition or merger, consolidation or amalgamation, BP I or BP II would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of Section 4.03(a) or the Fixed Charge Coverage Ratio of BP I and BP II on a combined basis would be greater than immediately prior to such acquisition or merger, consolidation or amalgamation;

(xv) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourse to BP I, BP II or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(xvi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(xvii) Indebtedness of BP I, BP II or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;

(xviii) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of BP I, BP II or any Restricted Subsidiary Incurred in the ordinary course of business or in connection with the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith), an acquisition or any other Permitted Investment;

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(xix) Indebtedness of BP I, BP II or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xx) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of BP I, BP II or any Restricted Subsidiary not in excess, at any one time outstanding, of 0.5% of Total Assets at the time of Incurrence;

(xxi) Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xxi), does not exceed 4.25% of Total Assets at the time of Incurrence (subject to Section 4.03(c), it being understood that any Indebtedness Incurred under this clause (xxi) shall cease to be deemed Incurred or outstanding for purposes of this clause (xxi) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which BP I, BP II or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xxi));

(xxii) Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted hereunder and Refinancing Indebtedness thereof in an aggregate principal amount or liquidation preference not exceeding at any one time outstanding 200.0% of the net cash proceeds received by BP I, BP II and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests or Subordinated Shareholder Funding of BP I, BP II or any direct or indirect parent entity of BP I or BP II (which proceeds are contributed to BP I, BP II or a Restricted Subsidiary) or cash contributed to the capital of BP I or BP II (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, BP I, BP II or any of their respective Subsidiaries) as determined in accordance with clauses (2) and (3) of the definition of “Cumulative Credit” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

(xxiii) Indebtedness arising as a result of implementing composite accounting or other cash pooling arrangements involving solely BP I, BP II and the Restricted Subsidiaries or solely among Restricted Subsidiaries and entered into in the ordinary course of business and netting, overdraft protection and other arrangements among BP I, BP II, any Restricted Subsidiary and a bank arising under standard business terms of such bank at which BP I, BP II or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar arrangement;

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(xxiv) Indebtedness consisting of Indebtedness issued by BP I, BP II or a Restricted Subsidiary to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of BP I, BP II or any of their direct or indirect parent companies to the extent described in Section 4.04(b)(iv);

(xxv) Indebtedness of BP I or any of its Restricted Subsidiaries consisting of obligations (including guarantees thereof) to repurchase equipment sold to customers or third party leasing companies pursuant to the terms of sale of such equipment in the ordinary course of business;

(xxvi) without limiting Section 4.03(b)(i), Indebtedness under local overdraft and other local working capital facilities in an aggregate principal amount not to exceed €125.0 million;

(xxvii) Indebtedness in the form of deferred payment obligations under any arrangement permitted by Section 4.04(b)(xii); and

(xxviii) Indebtedness of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers.

(c) For purposes of determining compliance with this Section 4.03:

(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses 4.03(b)(i) through (xxviii) or is entitled to be Incurred pursuant to Section 4.03(a), the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; provided, however, that Indebtedness under the Credit Agreement outstanding or incurred on the Issue Date shall be deemed to have been Incurred pursuant to Section 4.03(b)(i)(A) and the Issuers shall not be permitted to reclassify all or any portion of such Indebtedness under the Credit Agreement outstanding on the Issue Date; and

(ii) the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.03(a) and (b) above, and in that connection shall be entitled to treat a portion of such Indebtedness as having been Incurred under Section 4.03(a) and thereafter the remainder of such Indebtedness having been Incurred under Section 4.03(b).

(d) Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, however, that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03.

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(e) For purposes of determining compliance with this Section 4.03, (i) the Euro Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided, however, that (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than euro, and such refinancing would cause the applicable euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) the Euro Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such Currency Agreements and (ii) the US Dollar Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided, however, that (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than US Dollars, and such refinancing would cause the applicable US Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such US Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) the US Dollar Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such Currency Agreements.

(f) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that BP I, BP II and the Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

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(g) For all purposes of this Senior Secured Notes Indenture, (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured, (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral, (3) Indebtedness of such Person which is not guaranteed will not be treated as subordinated or junior to Indebtedness that is guaranteed merely because of such guarantee and (4) Indebtedness under any Secured Indebtedness will not be deemed to be subordinated because of the application of waterfall or other payment-ordering or collateral-sharing provisions affecting any such Secured Indebtedness.

SECTION 4.04. Limitation on Restricted Payments. (a) BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any distribution on account of BP I’s, BP II’s or any Restricted Subsidiaries’ Equity Interests or pay any amounts in respect of Subordinated Shareholder Funding, including any payment made in connection with any merger, amalgamation or consolidation involving BP I or BP II (other than (A) dividends or distributions by BP I or BP II payable solely in Equity Interests (other than Disqualified Stock) of BP I or BP II or in Subordinated Shareholder Funding of BP I or BP II; (B) dividends or distributions payable to BP I, BP II or a Restricted Subsidiary or (C) in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, such dividends or distributions paid to minority shareholders; provided, however, that BP I, BP II or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities (except to the extent non-pro rata payments of such dividends or distributions are required by law or under the terms of any agreement in effect on the Issue Date);

(ii) purchase or otherwise acquire or retire for value any Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II, in each case held by Persons other than BP I, BP II or a Restricted Subsidiary;

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Shareholder Funding, any Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) of BP I, BP II, the Issuers or any Senior Secured Note Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) any Subordinated Indebtedness between any of BP I, BP II and any Restricted Subsidiary or between any of the Restricted Subsidiaries); or

(iv) make any Restricted Investment,

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

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(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, BP I or BP II could Incur $1.00 of additional Indebtedness under the provisions of Section 4.03(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by BP I, BP II and the Restricted Subsidiaries after the RP Reference Date (and not returned or rescinded) (including Restricted Payments permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid pursuant to such clause), (vi) and (viii) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit.

(b) The provisions of Section 4.04(a) will not prohibit:

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Senior Secured Notes Indenture;

(ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) or Subordinated Shareholder Funding of BP I, BP II, any direct or indirect parent of BP I, BP II or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests or Subordinated Shareholder Funding of BP I, BP II or any direct or indirect parent of BP I or BP II or contributions to the equity capital of BP I or BP II (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of BP I or BP II) (collectively, including any such contributions, “Refunding Capital Stock”), and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of BP I or BP II) of Refunding Capital Stock;

(iii) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) of BP I, BP II or any Senior Secured Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of BP I, BP II or a Senior Secured Note Guarantor which is Incurred in accordance with Section 4.03 so long as:

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest and premiums (if any), of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the

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Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, and any defeasance costs, fees and expenses Incurred in connection therewith);

(B) such Indebtedness is subordinated to the Senior Secured Notes or the related Senior Secured Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (1) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired or (2) 91 days following the maturity date of the Senior Secured Notes; and

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred that is not less than the shorter of (1) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (2) the Weighted Average Life to Maturity that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date one year following the last maturity date of any Senior Secured Notes then outstanding were instead due on such date one year following the last date of maturity of the Senior Secured Notes; provided, however, that in the case of this subclause (D)(2), such Indebtedness does not provide for any scheduled principal payments prior to the maturity date of the Senior Secured Notes in excess of, or prior to, the scheduled principal payments due prior to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced or defeased;

(iv) a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of BP I, BP II or any direct or indirect parent of BP I or BP II held by any future, present or former employee, director or consultant of BP I, BP II or any direct or indirect parent of BP I or BP II or any Subsidiary of BP I or BP II pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment (without giving effect to the following proviso) of $10.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds received by BP I, BP II or any Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of BP I, BP II or any direct or indirect parent of BP I or BP II (to

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the extent contributed to BP I or BP II) to members of management, directors or consultants of BP I, BP II and the Restricted Subsidiaries or any direct or indirect parent of BP I or BP II that occurs after the Reference Date; provided, however, that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (2) of the definition of Cumulative Credit; plus

(B) the cash proceeds of key man life insurance policies received by BP I, BP II or any direct or indirect parent of BP I or BP II (to the extent contributed to BP I or BP II) or the Restricted Subsidiaries after the Reference Date;

provided, however, that the Issuers may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year;

(v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of BP I, BP II or any Restricted Subsidiaries issued or Incurred in accordance with Section 4.03;

(vi) (A) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Reference Date, (B) a Restricted Payment to any direct or indirect parent of BP I or BP II, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of BP I or BP II issued after the Reference Date and (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.04(b); provided, however, that, (1) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, BP I and BP II would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 on a combined basis and (2) the aggregate amount of dividends declared and paid pursuant to subclauses (A) and (B) of this clause (vi) does not exceed the net cash proceeds actually received by BP I and BP II from any such sale or issuance of Designated Preferred Stock (other than Disqualified Stock) issued after the Reference Date or contributed by Subordinated Shareholder Funding to BP I or BP II after the Reference Date;

(vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

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(viii) the payment of dividends on BP I’s or BP II’s ordinary shares (or a Restricted Payment to any direct or indirect parent of BP I or BP II to fund the payment by such direct or indirect parent of BP I or BP II of dividends on such entity’s ordinary shares) of up to 6% per annum of the net proceeds received by BP I or BP II from any public offering of ordinary shares of BP I or BP II or any of their direct or indirect parents;

(ix) Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;

(x) other Restricted Payments in an aggregate amount not to exceed €50.0 million at the time made;

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to BP I, BP II or a Restricted Subsidiary by, Unrestricted Subsidiaries;

(xii) Restricted Payments (A) to any direct or indirect parent of BP I or BP II in amounts required for such parent to pay national, state or local income taxes (as the case may be) imposed directly on such parent to the extent such income taxes are attributable to the income of BP I, BP II and the Restricted Subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which BP I, BP II or the Restricted Subsidiaries are members) or (B) to RGHL or any of its Affiliates relating to the transfer or surrender, in each case on arm’s-length terms, of any tax losses or other tax assets that can be used by BP I, BP II or a Restricted Subsidiary;

(xiii) the payment of dividends, other distributions or other amounts or the making of loans or advances or any other Restricted Payment, if applicable:

(A) in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including, without limitation, compliance and reporting expenses) of any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of BP I or BP II, if applicable, and their respective Subsidiaries; provided, however, that for so long as such direct or indirect parent owns no material assets other than Equity Interests in BP I or BP II or any direct or indirect parent of BP I or BP II, such fees and expenses shall be deemed for purposes of this clause (xiii)(A) to be attributable to such ownership or operation;

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(B) in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, if applicable, to pay interest and principal on Indebtedness the proceeds of which have been contributed to BP I, BP II or any Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, BP I or BP II Incurred in accordance with Section 4.03; and

(C) in amounts required for any direct or indirect parent of BP I or BP II, or an Affiliate thereof, to pay fees and expenses, other than to Affiliates of BP I or BP II, related to any unsuccessful equity or debt offering of such parent.

(xiv) Restricted Payments used to fund the Transactions, the 2009 Post-Closing Reorganization and the payment of fees and expenses incurred in connection with the Transactions and the 2009 Post-Closing Reorganization (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith and including payments made pursuant to the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document or the Graham Packaging Acquisition Document) or owed by BP I or BP II or any direct or indirect parent of BP I or BP II, as the case may be, or any Restricted Subsidiary to Affiliates for services rendered or goods sold, in each case to the extent permitted by Section 4.07;

(xv) repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(xvii) payments of cash, or dividends, distributions, advances or other Restricted Payments by BP I, BP II or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(xviii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness constituting Acquired Indebtedness or any other Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) pursuant to the provisions similar to those described under Sections 4.06 and 4.08; provided that all Senior Secured Notes tendered by holders of the Senior Secured Notes in connection with a Change of Control or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value in accordance with the terms of this Senior Secured Notes Indenture;

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(xix) payments or distributions to dissenting stockholders pursuant to applicable law or in connection with a consolidation, amalgamation, merger or transfer of all or Substantially All of the assets of BP I, BP II and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided, however, that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer (if required by this Senior Secured Notes Indenture) and that all Senior Secured Notes tendered by holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value; and

(xx) Restricted Payments in an amount not to exceed an aggregate of €25.0 million made with the proceeds of the sale of Non-Strategic Land in accordance with Section 4.06;

provided, however, that at the time of, and after giving effect to any Restricted Payment permitted under clauses (x), (xi) and (xx) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Issue Date, BP II will not have any Subsidiaries and all of BP I’s Subsidiaries, including the Issuers, will be Restricted Subsidiaries. BP I and BP II will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary”. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by BP I, BP II and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments”. Such designation will only be permitted if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (B) pay any Indebtedness owed to BP I, BP II or any Restricted Subsidiaries;

(ii) make loans or advances to BP I, BP II or any Restricted Subsidiaries; or

(iii) sell, lease or transfer any of its properties or assets to BP I, BP II or any Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Issuers’ Existing

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Indentures, the 2007 Senior Note Indenture, the 2007 Senior Subordinated Note Indenture, and the 2007 UK Intercreditor Agreement, the August 2011 Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to the Senior Secured Credit Facilities and the Local Facilities;

(2) this Senior Secured Notes Indenture, the Senior Secured Notes (and guarantees thereof), the Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person acquired by BP I, BP II or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(6) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;

(7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business;

(8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business;

(9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course of business;

(10) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business;

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(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date by Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (B) if such encumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

(13) any encumbrances or restrictions of the type referred to in clause (iii) of Section 4.05(a) above existing by reason of any Lien permitted under Section 4.12;

(14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(15) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business.

(b) For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of (or remedy bars in respect of) loans or advances made to BP I, BP II or a Restricted Subsidiary to other Indebtedness Incurred by BP I, BP II or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

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SECTION 4.06. Asset Sales. (a) BP I and BP II will not, and will not permit any Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) BP I, BP II or any Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by BP I, BP II or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided, however, that for purposes of clause (y) the amount of:

(i) any liabilities (as shown on BP I’s, BP II’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of BP I, BP II or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Secured Notes or any Senior Secured Note Guarantee) that are assumed by the transferee of any such assets,

(ii) any notes or other obligations or other securities or assets received by BP I, BP II or such Restricted Subsidiary from such transferee that are converted by BP I, BP II or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), and

(iii) any Designated Non-cash Consideration received by BP I, BP II or any Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 1.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value),

shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a).

(b) Within 12 months after BP I, BP II or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, BP I, BP II or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

(i) to repay (A) Obligations constituting First Lien Obligations (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any First Lien Obligations other than the Senior Secured Notes are repaid with the Net Proceeds of any Asset Sale, the Issuers will equally and ratably reduce Obligations under the Senior Secured Notes through open-market purchases (provided, however, that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Senior Secured Notes or (B) Obligations constituting Indebtedness of a Restricted Subsidiary of BP I that is not an Issuer or a Senior Secured Note Guarantor, in the case of each of clauses (A) and (B), other than Indebtedness owed to RGHL or its Affiliates;

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(ii) to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I if it is not already a Restricted Subsidiary of BP I), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Similar Business; or

(iii) to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I), properties or assets that replace the properties and assets that are the subject of such Asset Sale.

In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, BP I, BP II or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the prior binding commitment; provided, further, that BP I, BP II or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale.

Pending the final application of any such Net Proceeds, BP I, BP II or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Senior Secured Notes Indenture. The Holders may not have control of, or a perfected security interest in, Net Proceeds of any Collateral, which could have the effect of diminishing the value of, and ability to collect with respect to, that Collateral. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the immediately two preceding paragraphs (it being understood that any portion of such Net Proceeds used to make an offer to purchase Senior Secured Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds (determined by adding all Excess Proceeds since the Issue Date) exceeds €20.0 million, the Issuers shall make an offer to all holders of Senior Secured Notes (and, at the option of the Issuers, to holders of any First Lien Obligations of an Issuer or Senior Secured Note Guarantor or any other Indebtedness of a Restricted Subsidiary of BP I that is not an Obligor) (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of Senior Secured Notes (and such First Lien Obligations and other Indebtedness), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such First Lien Obligations or other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such First Lien Obligations or other Indebtedness, such lesser price, if any, as may be provided for by the terms of such First Lien Obligations or other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Senior Secured Notes Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed €20.0 million by mailing (or otherwise delivering in accordance with applicable DTC procedures) the notice required pursuant to the terms of this Senior Secured Notes Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Senior Secured Notes (and such First Lien Obligations or other

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Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, BP I, BP II or such Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Secured Notes (and such First Lien Obligations or other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Secured Notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. An Asset Sale Offer need not be made by the Issuers until the date that is 12 months after the date on which an Asset Sale is made, the proceeds of which, in aggregate with all funds not applied in accordance with this Section 4.06 or the subject of an Asset Sale Offer, exceed €20.0 million.

(c) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Senior Secured Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Senior Secured Notes Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Senior Secured Notes Indenture by virtue thereof.

(d) If more Senior Secured Notes (and such First Lien Obligations or other Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Senior Secured Notes for purchase will be made by the Trustee on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC and any stock exchange on which the Senior Secured Notes are then admitted to trading; provided, however, that no Senior Secured Notes of $2,000 or less shall be purchased in part. Selection of such First Lien Obligations or other Indebtedness will be made pursuant to the terms of such First Lien Obligations or other Indebtedness.

(e) An Asset Sale Offer insofar as it relates to the Senior Secured Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Offer Period”). No later than five Business Days after the termination of the applicable Offer Period the Issuers will purchase the principal amount of the Senior Secured Notes (and purchase or repay any relevant First Lien Obligations or other Indebtedness required to be so purchased or repaid as set out above) validly tendered.

(f) To the extent that any portion of the Net Proceeds payable in respect of the Senior Secured Notes is denominated in a currency other than the currency in which the relevant Senior Secured Notes are denominated, the amount payable in respect of such Senior Secured Notes shall not exceed the net amount of funds in the currency in which such Senior Secured Notes are denominated as is actually received by BP I, BP II or such Restricted Subsidiary upon converting the relevant portion of the Net Proceeds into such currency.

(g) Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid (or otherwise delivered in accordance with applicable DTC procedures) at least 30 but not more than 60 days before the purchase date to each holder of Senior Secured Notes at such holder’s registered address. If any Senior Secured Note is to be purchased in part only, any notice of purchase that relates to such Senior Secured Note shall state the portion of the principal amount thereof that has been or is to be purchased.

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(h) The Issuers’ obligation under this Section 4.06 to make an Asset Sale Offer may be waived or modified with the consent of a majority in principal amount of the Senior Secured Notes.

SECTION 4.07. Transactions with Affiliates. (a) BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 million, unless:

(i) such Affiliate Transaction is on terms that are not materially less favorable to BP I, BP II or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by BP I, BP II or such Restricted Subsidiary with an unrelated Person; and

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, BP I or BP II delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of BP I or BP II, approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above.

(b) An Affiliate Transaction shall be deemed to have satisfied the approval requirements set forth in clause (a) if (1) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (2) in the event there are no Disinterested Directors, a fairness opinion is provided by an Independent Financial Advisor with respect to such Affiliate Transaction.

(c) The provisions of Section 4.07(a) shall not apply to the following:

(i) transactions between or among BP I, BP II or any Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) or between or among Restricted Subsidiaries or any Receivables Subsidiary and any merger, consolidation or amalgamation of BP I, BP II and any direct parent of BP I or BP II; provided, however, that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of BP I and BP II and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Senior Secured Notes Indenture and effected for a bona fide business purpose;

(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments;

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(iii) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to Rank in an aggregate amount in any fiscal year not to exceed 1.5% of EBITDA of BP I, BP II and the Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expense reimbursement;

(iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of BP I, BP II or any Restricted Subsidiary or any direct or indirect parent of BP I or BP II;

(v) payments by BP I, BP II or any Restricted Subsidiaries to Rank made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with the Transactions, acquisitions or divestitures, which payments are (A) made pursuant to the agreements with Rank described in “Part I — Item 7. Major Shareholders and Related Party Transactions” in the RGHL Group’s Annual Report for the year ended December 31, 2011 or (B) approved by a majority of the Board of Directors of BP I or BP II in good faith;

(vi) transactions in which BP I, BP II or any Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to BP I, BP II or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a);

(vii) payments or loans (or cancellation of loans) to directors, employees or consultants which are approved by a majority of the Board of Directors of BP I or BP II in good faith;

(viii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Senior Secured Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith by senior management or the Board of Directors of BP I or BP II;

(ix) the existence of, or the performance by BP I, BP II or any Restricted Subsidiaries of its obligations under the terms of, the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document, the Credit Agreement Documents, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement, any shareholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or any other agreement or arrangement in existence on the Issue Date or described in the Offering Circular and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by BP I, BP II or any Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or

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arrangement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the Senior Secured Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

(x) the execution of the Transactions, the 2009 Post-Closing Reorganization and the payment of all fees and expenses, bonuses and awards related to the Transactions, including fees to Rank, that are described in the Offering Circular or contemplated by the Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham Packaging Acquisition Document or by any of the other documents related to the Transactions;

(xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Senior Secured Notes Indenture, which are fair to BP I, BP II and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of BP I or BP II, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(xii) any transaction effected as part of a Qualified Receivables Financing or a Financing Disposition;

(xiii) the issuance of Equity Interests (other than Disqualified Stock) of BP I or BP II or Subordinated Shareholder Funding to any Person;

(xiv) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding or entering into of employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of BP I or BP II or any direct or indirect parent of BP I or BP II or of a Restricted Subsidiary of BP I or BP II, as appropriate;

(xv) the entering into and performance of any tax sharing agreement or arrangement and any payments permitted by Section 4.04(b)(xii);

(xvi) any contribution to the capital of BP I or BP II;

(xvii) transactions permitted by, and complying with, the provisions of Section 5.01;

(xviii) transactions between BP I, BP II or any Restricted Subsidiaries and any Person, a director of which is also a director of BP I, BP II or any direct or indirect parent of BP I or BP II; provided, however, that such director abstains from voting as a director of BP I, BP II or such direct or indirect parent, as the case may be, on any matter involving such other Person;

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(xix) pledges of Equity Interests of Unrestricted Subsidiaries;

(xx) the formation and maintenance of any consolidated or combined group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(xxi) any employment agreements entered into by BP I, BP II or any Restricted Subsidiaries in the ordinary course of business; and

(xxii) intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officer of BP I or BP II in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of BP I, BP II and their respective Subsidiaries and not for the purpose of circumventing any covenant set forth in this Senior Secured Notes Indenture.

SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change of Control, each holder will have the right to require the Issuers to repurchase all or any part of such holder’s Senior Secured Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuers have previously elected to redeem all of the Senior Secured Notes as described under Article III of this Senior Secured Notes Indenture. In the event that at the time of such Change of Control the terms of any Bank Indebtedness restrict or prohibit the repurchase of Senior Secured Notes pursuant to this Section 4.08, then prior to the mailing (or delivery) of the notice to holders provided for in Section 4.08(c), but in any event within 45 days following any Change of Control, the Issuers shall: (i) repay in full all such Bank Indebtedness or, if doing so will allow the purchase of Senior Secured Notes, offer to repay in full all such Bank Indebtedness and repay the Bank Indebtedness of each lender that has accepted such offer; or (ii) obtain the requisite consent under the agreements governing such Bank Indebtedness to permit the repurchase of the Senior Secured Notes as provided for in Section 4.08(c).

(b) The Issuers’ failure to comply with such provisions or the provisions of the immediately following paragraph shall constitute an Event of Default under 6.01(d) and not 6.01(b).

(c) Within 45 days following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the Senior Secured Notes by delivery of a notice of redemption in accordance with Article III or all conditions to such redemption have been satisfied or waived, the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating:

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(i) that a Change of Control has occurred and that such holder has the right to require the Issuers to repurchase such holder’s Senior Secured Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(ii) the circumstances and relevant facts and financial information regarding such Change of Control;

(iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”);

(iv) the instructions determined by the Issuers, consistent with this Section 4.08, that a holder must follow in order to have its Senior Secured Notes purchased; and

(v) if applicable and such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control.

(d) Holders electing to have a Senior Secured Note purchased shall be required to surrender the Senior Secured Note, with an appropriate form duly completed, to the Issuers, at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Issuers receive not later than one Business Day prior to the purchase date a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Secured Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Senior Secured Note purchased.

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Senior Secured Notes Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Secured Notes validly tendered and not withdrawn under such Change of Control Offer.

(g) On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuers will, to the extent lawful:

(i) accept for payment all Senior Secured Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Secured Notes so tendered;

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(iii) deliver or cause to be delivered to the Trustee an Officers’ Certificate stating the Senior Secured Notes or portions of the Senior Secured Notes being purchased by the Issuers in the Change of Control Offer;

(iv) in the case of Global Senior Secured Securities, deliver, or cause to be delivered, to the principal Paying Agent the Global Senior Secured Securities in order to reflect thereon the portion of such Senior Secured Notes or portions thereof that have been tendered to and purchased by the Issuers; and

(v) in the case of Definitive Securities, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Securities accepted for purchase by the Issuers.

(h) The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable DTC procedures) to each holder of Senior Secured Notes so tendered the Change of Control Payment for such Senior Secured Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder of Senior Secured Notes a new Senior Secured Note equal in principal amount to the unpurchased portion of the Senior Secured Notes surrendered, if any; provided, however, that each such new Senior Secured Note will be in a principal amount that is at least $2,000 and integral multiples of $1,000 in excess thereof.

(i) [Reserved.]

(j) Senior Secured Notes repurchased by the Issuers or an Affiliate pursuant to a Change of Control Offer will have the status of Senior Secured Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Senior Secured Notes purchased by an unaffiliated third party pursuant to Section 4.08(h) will have the status of Senior Secured Notes issued and outstanding.

(k) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Secured Notes pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.

(l) The Issuers’ obligation under this Section 4.08 to make an offer to repurchase the Senior Secured Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of outstanding Senior Secured Notes.

SECTION 4.09. Compliance Certificate. Each Issuer, BP I and BP II shall deliver to the Trustee within 120 days after the end of each fiscal year of such entity, beginning with the fiscal year end on December 31, 2012, and, within 14 days of a request by the Trustee, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of an Issuer, BP I or BP II, as applicable, they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the applicable entity is taking or proposes to take with respect thereto.

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SECTION 4.10. Further Instruments and Acts. The Issuers, BP I or BP II shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Senior Secured Notes Indenture (including upon request of the Trustee and/or Collateral Agent but without affirmative duty to do so).

SECTION 4.11. Future Senior Secured Note Guarantors. (a) Each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to (x) any Indebtedness under any Credit Agreement or (y) any Public Debt of BP I, BP II, an Issuer or any Senior Secured Note Guarantor, in each case, will execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the Senior Secured Notes; provided, however, that notwithstanding the foregoing:

(i) each Restricted Subsidiary incorporated or otherwise organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia shall only be required to enter into its respective Senior Secured Note Guarantee within 135 days following the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion);

(ii) [reserved];

(iii) [reserved];

(iv) with respect to any Restricted Subsidiary not referred to in clause (i) above, to the extent the foregoing obligation is triggered by Indebtedness or Public Debt existing as of the Issue Date, the relevant Restricted Subsidiary shall only be required to enter into its respective Senior Secured Note Guarantee as soon as reasonably practicable following the Issue Date;

(v) no Senior Secured Note Guarantee shall be required as a result of any Indebtedness or guarantee of Indebtedness that existed at the time such Person became a Restricted Subsidiary if the Indebtedness or guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

(vi) no such Senior Secured Note Guarantee need be secured unless required pursuant to Section 4.16;

(vii) if such Indebtedness is by its terms expressly subordinated to the Senior Secured Notes or any Senior Secured Note Guarantee, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Senior Secured Note Guarantee of the Senior Secured Notes at least to the same extent as such Indebtedness is subordinated to the Senior Secured Notes or any other senior guarantee;

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(viii) no Senior Secured Note Guarantee shall be required as a result of any guarantee given to a bank or trust company incorporated in any member state of the European Union as of the date of this Senior Secured Notes Indenture or any commercial banking institution that is a member of the US Federal Reserve System (or any branch, Subsidiary or Affiliate thereof), in each case having combined capital and surplus and undivided profits of not less than $500.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cash management programs established for BP I’s and BP II’s benefit or that of any Restricted Subsidiary;

(ix) no Senior Secured Note Guarantee shall be required if such Senior Secured Note Guarantee would not be required pursuant to the applicable provisions of the Agreed Security Principles;

(x) no Senior Secured Note Guarantee shall be required from a US Controlled Foreign Subsidiary or a Financial Assistance Restricted Subsidiary;

(xi) no Senior Secured Note Guarantee shall be required if such Senior Secured Note Guarantee could reasonably be expected to give rise to or result in (x) personal liability for, or material risk of personal liability for, the officers, directors or shareholders of BP I, BP II, any parent of BP I or BP II or any Restricted Subsidiary, (y) any violation of, or material risk of violation of, applicable law that cannot be avoided or otherwise prevented through measures reasonably available to BP I, BP II or any such Restricted Subsidiary, including, for the avoidance of doubt, “whitewash” or similar procedures or (z) any significant cost, expense, liability or obligation (including with respect of any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses Incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (y) undertaken in connection with, such Senior Secured Note Guarantee, which cannot be avoided through measures reasonably available to BP I, BP II or any such Restricted Subsidiary; and

(xii) each such Senior Secured Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

(b) The Senior Secured Note Guarantees shall be released in accordance with the provisions of Section 10.06.

SECTION 4.12. Liens. (a) BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of BP I, BP II or such Restricted Subsidiary (including Capital Stock or Indebtedness of a Restricted Subsidiary), whether owned on the Issue Date or acquired thereafter, or any interest therein or any income, profits or proceeds therefrom securing any Indebtedness, except Permitted Liens.

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(b) At any time the First Lien Obligations consist solely of the Senior Secured Notes and other Public Debt that contains limitations similar to those set forth under Section 12.01(a)(i) and (ii), BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, create, incur or suffer to exist any Lien on any Excluded Stock Collateral, except for any Lien in favor of the Senior Secured Notes and any other First Lien Obligations consisting of Public Debt with substantially similar limitations as those set forth under Section 12.01(a)(i) and (ii).

SECTION 4.13. [Reserved.]

SECTION 4.14. Maintenance of Office or Agency. (a) The Issuers, BP I and BP II shall maintain one or more offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Senior Secured Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Senior Secured Notes and this Senior Secured Notes Indenture may be served. The Issuers shall give prompt written notice to the Trustee and the Principal Paying Agent of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Principal Paying Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02.

(b) The Issuers may also from time to time designate one or more other offices or agencies where the Senior Secured Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers shall give prompt written notice to the Trustee and the Principal Paying Agent of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuers hereby designate the corporate trust office of the Trustee or its Agent as such office or agency of the Issuers in accordance with Section 2.04.

SECTION 4.15. Withholding Taxes. (a) All payments made by any Issuer or any Senior Secured Note Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or with respect to the Senior Secured Notes or any Senior Secured Note Guarantee will be made without withholding or deduction for, or on account of, any Taxes unless such withholding or deduction is required by law or FATCA; provided, however that a Payor, in any case, may withhold from any interest payment made on the Senior Secured Notes to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on the Senior Secured Notes were treated as income from sources within the U.S. for U.S. federal income tax purposes. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

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(i) any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having power to tax) from or through which payment on the Senior Secured Notes or any Senior Secured Note Guarantee is made by such Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(ii) any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor that actually makes a payment on the Senior Secured Notes or its Senior Secured Note Guarantee is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax,

(each of clause (i) and (ii) of this Section 4.15(a), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made by a Payor with respect to the Senior Secured Notes or any Senior Secured Note Guarantee, including payments of principal, redemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the noteholders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on the Senior Secured Notes or the Senior Secured Note Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1) any Taxes that would not have been so imposed or levied but for the existence of any present or former connection between the relevant secured noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant secured noteholder, if such secured noteholder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Senior Secured Note, the receipt of any payment in respect thereof or the perfection or enforcement of any security interest related to the Senior Secured Notes;

(2) any Taxes that would not have been so imposed or levied if the holder of the Senior Secured Note had complied with a reasonable request in writing of the Payor (such request being made at a time that would enable such holder acting reasonably to comply with that request) to make a declaration of nonresidence or any other claim or filing or satisfy any certification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided, however, that such declaration of nonresidence or other claim, filing or requirement is required by the applicable law, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes);

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(3) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest under the Senior Secured Notes or any Senior Secured Note Guarantee;

(4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;

(5) any Taxes that are required to be deducted or withheld on a payment pursuant to the Directive or any law implementing, or introduced in order to conform to, the Directive;

(6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes imposed in connection with a Senior Secured Note presented for payment by or on behalf of a secured noteholder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Senior Secured Note to, or otherwise accepting payment from, another paying agent in a member state of the European Union;

(7) any Taxes arising under FATCA; or

(8) any combination of the above.

Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Senior Secured Note for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the secured noteholder or (y) where, had the beneficial owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above.

(b) The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the same are not obtainable, such Payor will provide the Trustee with other evidence reasonably satisfactory to the applicable Holder.

(c) If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Senior Secured Notes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to noteholders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to

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the relevant payment date, in which case the Payor shall deliver such Officers’ Certificate and such other information as promptly as practicable after the date that is 30 days prior to the payment date, but no less than five (5) Business Days prior thereto, and otherwise in accordance with the requirements of DTC).

(d) Wherever in this Senior Secured Notes Indenture, the Senior Secured Notes or any Senior Secured Note Guarantee there is mentioned, in any context: (i) the payment of principal, (ii) redemption prices or purchase prices in connection with a redemption or purchase of Senior Secured Notes, (iii) interest or (iv) any other amount payable on or with respect to any of the Senior Secured Notes or any Senior Secured Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this Section 4.15 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(e) The Payor will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Senior Secured Notes, this Senior Secured Notes Indenture, or any other document or instrument in relation thereto (other than a transfer of the Senior Secured Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction, and the Payor agrees to indemnify the noteholders and the Trustee for any such Taxes paid by such noteholders. The foregoing obligations will survive any termination, defeasance or discharge of this Senior Secured Notes Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for Tax purposes or any political subdivision or taxing authority or agency thereof or therein.

SECTION 4.16. Future Collateral. Subject to the Agreed Security Principles, as promptly as reasonably practicable after the acquisition by the Issuers or any Senior Secured Note Guarantor of any After-Acquired Collateral, the Issuers or such Senior Secured Note Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Trustee and/or Collateral Agent a valid and, to the extent applicable in the applicable jurisdiction and required under the Agreed Security Principles, perfected, security interest, subject only to Permitted Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral (but subject to certain limitations, if applicable), added to the Collateral, and thereupon all provisions of this Senior Secured Notes Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect; provided, however, that if granting such security interest in such After-Acquired Collateral requires the consent of a third party, the Issuers will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee on behalf of the Holders of the Senior Secured Notes; provided further, however, that if such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the Issuers or such Senior Secured Note Guarantor, as the case may be, will not be required to provide such security interest. Under the commercially reasonable efforts standard, the Issuers will not be obligated to seek to obtain consent if, in the good faith determination of BP I, to do so would have a material adverse effect on the ability of the Issuers or the relevant Senior Secured Note Guarantors to conduct their operations and business in the ordinary course or if, in good faith determination of BP I, to do so would be inconsistent with the Agreed Security Principles.

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SECTION 4.17. Impairment of Security Interest. (a) Subject to Section 4.17(b), BP I shall not, and shall not permit any Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Issuers), have the result of materially impairing the value of the security interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Trustee and the Holders of the Senior Secured Notes (including materially impairing the lien priority of the Senior Secured Notes with respect thereto) (it being understood that any release under 12.06 and the incurrence of Permitted Liens shall not be deemed to so materially impair the security interests with respect to the Collateral); provided, however, that BP I, BP II and the Restricted Subsidiaries may Incur Permitted Liens and Liens otherwise permitted pursuant to Section 4.12.

(b) At the direction of the Issuers and without the consent of the Holders, the Trustee (or its agent or designee) shall from time to time enter into one or more amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Liens or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Issuers deliver to the Trustee, either:

(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of BP I, BP II and their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or

(ii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and required under the Agreed Security Principles, perfected, Liens.

SECTION 4.18. Amendment of 2007 Senior Subordinated Notes. Except with the consent of the Holders of a majority in outstanding aggregate principal amount of the Senior Secured Notes, BP II and the Obligors will not amend the 2007 Senior Subordinated Note Indenture or the notes and guarantees in respect of the foregoing if such amendment would result in any of the following:

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(a) the principal obligor in respect of the 2007 Senior Subordinated Notes not being either RGHL or BP II;

(b) (x) except as may be otherwise permitted under Section 4.11, any Restricted Subsidiary other than a Senior Secured Note Guarantor or an Issuer guaranteeing the 2007 Senior Notes or the 2007 Senior Subordinated Notes or (y) such guarantees not being subordinated to the Senior Secured Notes and Senior Secured Note Guarantees pursuant to the 2007 UK Intercreditor Agreement; or

(c) the terms of the 2007 Senior Subordinated Notes relating to subordination being materially less favorable overall to the Holders.

SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status. (a) If (i) the Senior Secured Notes have Investment Grade Ratings from both Rating Agencies, and the Issuers have delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Senior Secured Notes Indenture, then, beginning on that day, BP I, BP II and the Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.16 and Section 5.01(a)(iv) of this Senior Secured Notes Indenture (the “Suspended Covenants”).

(b) In the event that BP I, BP II and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Senior Secured Notes Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Senior Secured Notes below an Investment Grade Rating or (b) BP I, BP II or any of their Affiliates enters into an agreement to effect a transaction that would result in a breach of a Suspended Covenant if not so suspended and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Senior Secured Notes below an Investment Grade Rating, then BP I, BP II and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Senior Secured Notes Indenture. Such covenants will not, however, be of any effect with regard to the actions of BP I, BP II and the Restricted Subsidiaries properly taken during the continuance of the covenant suspension and Section 4.04 shall be interpreted as if it had been in effect since the RP Reference Date except that no Default will be deemed to have occurred and will not occur solely by reason of a Restricted Payment made during the covenant suspension.

(c) During the continuance of the covenant suspension, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary.

SECTION 4.20. Intercreditor Agreements. (a) At the request of the Issuers, in connection with the Incurrence by BP I, BP II or the Restricted Subsidiaries of any Indebtedness for borrowed money permitted pursuant to Section 4.03 constituting First Lien Obligations or Subordinated Indebtedness of BP I, BP II, any Issuer or any Senior Secured Note Guarantor, BP I, BP II, the Issuers, the relevant Restricted Subsidiaries and the Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representatives) one or more intercreditor agreements (each an “Additional Intercreditor Agreement”) on substantially the same terms as one

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or both of the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement (or, in each case, on terms not materially less favorable to the holders of the Senior Secured Notes), including containing substantially the same terms with respect to enforcement and release of Senior Secured Note Guarantees and Collateral; provided, however, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement.

(b) At the direction of the Issuers and without the consent of secured noteholders, the Trustee shall from time to time enter into one or more amendments to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement to: (i) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (ii) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by BP I, BP II or a Restricted Subsidiary (including with respect to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Senior Secured Notes), (iii) add parties to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or an Additional Intercreditor Agreement, including Senior Secured Note Guarantors, or successors, including successor trustees or other Representatives, (iv) secure the Senior Secured Notes (including Additional Senior Secured Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder, (v) make provision for pledges of any collateral to secure the Senior Secured Notes (including any Additional Senior Secured Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder or (vi) make any other change to any such agreement that does not adversely affect the Senior Secured Notes in any material respect. The Issuers shall not otherwise direct the Trustee to enter into any amendment to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the holders representing a majority in aggregate principal amount of the Senior Secured Notes then outstanding, except as otherwise permitted under Article IX of this Senior Secured Notes Indenture and the Issuers may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Senior Secured Notes Indenture or the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement.

(c) Each secured noteholder, by accepting a Senior Secured Note, shall be deemed to have agreed to and accepted the terms and conditions of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and the performance by the Trustee of its obligations and the exercise of its rights thereunder and in connection therewith. A copy of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement shall be made available for inspection during normal business hours on any Business Day upon prior written request at the offices of the Trustee.

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SECTION 4.21. [Reserved.]

SECTION 4.22. [Reserved.]

SECTION 4.23. [Reserved.]

SECTION 4.24. Designation of Senior Secured Notes. BP II will designate the Senior Secured Notes and the Senior Secured Note Guarantees as “Designated Senior Indebtedness” and this Senior Secured Notes Indenture as included in the definition of “Credit Agreement” for all purposes of the 2007 Senior Note Indenture, the 2007 Senior Subordinated Notes Indenture and the 2007 UK Intercreditor Agreement.

SECTION 4.25. Certain Country Limitations. (a) Within 135 days after the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion) SIG Combibloc Ltd. (Thailand) (the “Thai Guarantor”) shall apply to the Bank of Thailand for, and use commercially reasonable efforts to obtain, in-principle approval for the remittance of any foreign currency sum pursuant to the Thai Guarantor’s obligation to make any payment under its guarantee of the Senior Secured Notes (the “Thai Senior Secured Note Guarantee”).

In respect of any in-principle approval of the Bank of Thailand granted to the Thai Guarantor, the Thai Guarantor agrees to: (i) when it is required to remit the foreign currency sum pursuant to its obligation of payment under the Thai Senior Secured Note Guarantee, comply with the Bank of Thailand’s requirements set out in such in-principle approval for obtaining the final approval of the Bank of Thailand for the remittance of such sum (to the full amount of its guarantee obligations), within the time limits specified by the Bank of Thailand (if any); (ii) if such in-principle approval has an expiry date, apply for the renewal or extension of such approval prior to the expiry date of such approval, so long as any of the obligations under the Thai Senior Secured Note Guarantee are outstanding; and (iii) comply with the conditions set out in the final approval (if any) to allow the Thai Guarantor to remit the approved foreign currency sum (to the fullest extent) for the payment under the Thai Senior Secured Note Guarantee.

(b) The Issuers will use the proceeds of the Senior Secured Notes only for the purposes specified in the section of the Offering Circular entitled “Use of Proceeds”. The Senior Secured Notes have not and shall not be used with a view to (a) the subscription or acquisition of any shares in the share capital or depositary receipts thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in the share capital or depositary receipts thereof in The Netherlands.

(c) (i) Each Senior Secured Note Guarantor organized in Germany and each other Senior Secured Note Guarantor and each Issuer that is party to a Domination Agreement shall (A) to the extent not prohibited by applicable law, comply with such Domination Agreement and do all that is necessary to maintain the Domination Agreements in full force and effect; provided that (1) with respect to any Domination Agreements other than any Domination Agreements with SIG Euro Holding AG & Co KGaA as a dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) in connection with a transaction permitted by Section 5.01 hereof involving a Senior Secured Note Guarantor

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organized in Germany as a dominated entity (beherrschtes Unternehmen) under a Domination Agreement that leads to such Senior Secured Note Guarantor ceasing to be a Senior Secured Note Guarantor, or (y) if a replacement domination agreement reasonably acceptable to the Administrative Agent (under and as defined in the Senior Secured Credit Facilities) will be executed and filed for registration concurrently with the termination thereof or (z) as otherwise permitted by the Trustee, and (2) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as a dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) to the extent SIG Euro Holding AG & Co KGaA has changed its corporate legal form into that of a German limited liability company (Gesellschaft mit beschränkter Haftung) or limited partnership pursuant (Kommanditgesellschaft), if a replacement domination agreement reasonably acceptable to the Administrative Agent (under and as defined in the Senior Secured Credit Facilities) will be executed and filed for registration concurrently with the termination thereof provided, or (y) as otherwise permitted by the Administrative Agent (under and as defined in the Senior Secured Credit Facilities); and (B) provide the Administrative Agent (under and as defined in the Senior Secured Credit Facilities) with at least ten days, but in the case of any Domination Agreement with SIG Euro Holding AG & Co KGaA as a dominated entity (beherrschtes Unternehmen) at least six weeks, prior written notice of any intention to cancel any Domination Agreement, unless such cancellation is permitted under Section 5.17(a) of the Senior Secured Credit Facilities.

(ii) None of the Issuers or the Senior Secured Note Guarantors shall terminate any Domination Agreement with SIG Euro Holding AG & Co KGaA as a dominated entity (beherrschtes Unternehmen), except as otherwise provided by Section 5.17(a) of the Senior Secured Credit Facilities, and none of the Issuers or the Senior Secured Note Guarantors shall take any action that would cause the Administrative Agent (under and as defined in the Senior Secured Credit Facilities) to receive notice from any party to such Domination Agreement of its intention to terminate, except as permitted by Section 5.17(a) of the Senior Secured Credit Facilities, such Domination Agreement;

(iii) No Senior Secured Note Guarantor incorporated in Germany, shall become unable to pay its debts as they fall due (Zahlungsunfähigkeit) or be deemed to be unable to pay its debts as they fall due (drohende Zahlungsunfähigkeit) or be over-indebted (Überschuldung) within the meaning of Sections 17 - 19 of the German Insolvency Code (Insolvenzordnung).

SECTION 4.26. Limitation on Restricted Subsidiaries. RGHL will not, and will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take any action which action or omission could reasonably be expected to or would have the result of any Subsidiary of Pactiv being a “Restricted Subsidiary” within the meaning of the Pactiv Base Indenture.

SECTION 4.27. Fiscal Year. Each Issuer at all times will have the same fiscal year as BP I and BP II.

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ARTICLE V

Successor Company

SECTION 5.01. When the Issuers, BP I or BP II May Merge or Transfer Assets. (a) Each of BP I, BP II and each of the Issuers may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind-up or convert into (whether or not BP I, BP II or any Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets in one or more related transactions, to any Person unless:

(i) BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding-up or conversion (if other than BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of any member state of the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand (BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, or such Person, as the case may be, being herein called the “Successor Company”); provided, however, that in the case where the surviving Person is not a corporation, a co-obligor of the Senior Secured Notes is a corporation;

(ii) the Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) expressly assumes all the obligations of BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under its Senior Secured Note Guarantee (if applicable) and this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable Security Documents pursuant to supplemental indentures or other documents or instruments in form and substance satisfactory to the Trustee;

(iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either:

(1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or

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(2) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for BP I, BP II and the Restricted Subsidiaries immediately prior to such transaction;

(v) if the Successor Company is not BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, the Issuers and each Senior Secured Note Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations under this Senior Secured Notes Indenture, Senior Secured Notes, and Senior Secured Note Guarantees, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the Security Documents, as applicable, shall apply to such Person’s obligations under this Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, the Security Documents and the Senior Secured Note Guarantees; and

(vi) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Senior Secured Notes Indenture; provided, however, that in giving such opinion such counsel may rely on an Officers’ Certificate as to compliance with the foregoing clauses (iii) and (iv) of this Section 5.01(a) and as to any matters of fact.

The Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) will succeed to, and be substituted for, BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under the applicable Senior Secured Note Guarantee (if applicable), this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable Security Documents, and in such event BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, will automatically be released and discharged from its obligations under the applicable Senior Secured Note Guarantee, this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable Security Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) any Restricted Subsidiary (other than an Issuer) may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to BP I, BP II or to another Restricted Subsidiary, and (B) BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer in a member state of (or in another member state of) the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand or may convert into a limited liability company, so long as the amount of Indebtedness of BP I, BP II and the Restricted Subsidiaries is not increased thereby. The provisions set forth in this Article V will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among BP I, BP II and the Restricted Subsidiaries.

(b) Subject to the provisions of Section 10.06 (which govern the release of a Senior Secured Note Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Senior Secured Note Guarantor), no Senior Secured Note Guarantor (other than RGHL) will, and BP I

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and BP II will not permit any Senior Secured Note Guarantor (other than RGHL) to, consolidate, amalgamate or merge with or into or wind-up into (whether or not such Senior Secured Note Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets in one or more related transactions to, any Person unless:

(i) either (A) such Senior Secured Note Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Senior Secured Note Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of any member state of the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand (such Senior Secured Note Guarantor or such Person, as the case may be, being herein called the “Successor Senior Secured Note Guarantor”), and the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) expressly assumes all the obligations of such Senior Secured Note Guarantor under this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the relevant Security Documents and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form satisfactory to the Trustee, or (B) if such sale or disposition or consolidation, amalgamation or merger is with a Person other than BP I, BP II or any Restricted Subsidiary, such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06; and

(ii) the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Senior Secured Notes Indenture.

Except as otherwise provided in this Senior Secured Notes Indenture, in a transaction to which Section 5.01(b)(i)(A) applies, the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) will succeed to, and be substituted for, such Senior Secured Note Guarantor under this Senior Secured Notes Indenture and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee, and such Senior Secured Note Guarantor will automatically be released and discharged from its obligations under this Senior Secured Notes Indenture and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee. Notwithstanding the foregoing, (A) a Senior Secured Note Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Senior Secured Note Guarantor in a member state of (or another member state of) the European Union that was a member state on January 1, 2004, the United States or any state or territory thereof, the District of Columbia or New Zealand so long as the amount of Indebtedness of the Senior Secured Note Guarantor is not increased thereby, and (B) a Senior Secured Note Guarantor may merge, amalgamate or consolidate with another Senior Secured Note Guarantor, an Issuer, BP I or BP II.

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In addition, notwithstanding the foregoing, any Senior Secured Note Guarantor may consolidate, amalgamate or merge with or into or wind-up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All of its properties or assets (collectively, a “Transfer”) to (x) BP I, an Issuer or any Senior Secured Note Guarantor or (y) any Restricted Subsidiary that is not a Senior Secured Note Guarantor; provided, however, that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed 5.0% of the consolidated assets of BP I, BP II, the Issuers and the Senior Secured Note Guarantors as shown on the most recent available combined consolidated balance sheet of BP I, BP II, the Issuers and the Restricted Subsidiaries after giving effect to each such Transfer and including all Transfers occurring from and after the Issue Date (excluding Transfers in connection with the transactions described in the Offering Circular). Subject to the foregoing, upon a Transfer to a Restricted Subsidiary that is not a Senior Secured Note Guarantor, any Collateral subject to security interests in favor of the Senior Secured Notes will be automatically released from such security interests and the Senior Secured Notes will no longer have the benefit of such Collateral.

ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default. An “Event of Default” occurs if:

(a) there is a default in any payment of interest on any Senior Secured Note when the same becomes due and payable, and such default continues for a period of 30 days;

(b) there is a default in the payment of principal or premium, if any, of any Senior Secured Note when due at its Stated Maturity, upon optional redemption, upon required repurchase (other than with respect to any Change of Control Payment, which shall be governed by clause (d) of this Section 6.01), upon declaration or otherwise;

(c) BP I, BP II, the Issuers or any Restricted Subsidiary fails to comply with its obligations under Section 5.01;

(d) BP I, BP II or any Restricted Subsidiary fails to comply for 60 days after notice with its agreements contained in the Senior Secured Notes or this Senior Secured Notes Indenture (other than a failure to purchase Senior Secured Notes);

(e) BP I, BP II, an Issuer or any Significant Subsidiary fails to pay any Indebtedness for borrowed money or evidenced by bonds, notes, debentures or other similar instruments (other than Indebtedness owing to BP I, BP II or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $30.0 million or its foreign currency equivalent;

(f) BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer, pursuant to or within the meaning of any Bankruptcy Law:

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(i) commences a voluntary case;

(ii) consents to the entry of an order for relief against it in an involuntary case;

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(iv) takes any comparable action to that set forth in clause (i), (ii) or (iii) of this Section 6.01(f) under any foreign laws relating to insolvency;

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer, in an involuntary case;

(ii) appoints a Custodian of BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer, or for any substantial part of its property; or

(iii) orders the winding up or liquidation of BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer;

and the order or decree remains unstayed and in effect for 60 days;

(h) BP I, BP II, an Issuer or any Significant Subsidiary fails to pay final judgments aggregating in excess of $50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof;

(i) any Senior Secured Note Guarantee of RGHL, BP I or a Significant Subsidiary (or any Senior Secured Note Guarantee of one or more Senior Secured Note Guarantors that collectively would represent a Significant Subsidiary) ceases to be in full force and effect (except as contemplated by the terms thereof or the terms of this Senior Secured Notes Indenture or the First Lien Intercreditor Agreement) or BP I, BP II or any Senior Secured Note Guarantor that qualifies as a Significant Subsidiary (or one or more Senior Secured Note Guarantors that collectively would represent a Significant Subsidiary) denies or disaffirms its obligations under this Senior Secured Notes Indenture or any Senior Secured Note Guarantee and such Default continues for 20 days; or

(j) the security interest in the Collateral created under any Security Document shall, at any time, cease to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by this Senior Secured Notes Indenture for any reason other than the

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satisfaction in full of all obligations under this Senior Secured Notes Indenture and discharge of this Senior Secured Notes Indenture or in accordance with the terms of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement or as provided under Section 12.06 or any security interest created under any Security Document shall be invalid or unenforceable (other than any such failure to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by this Senior Secured Notes Indenture or any invalidity or unenforceability that would not be material to the Holders) or RGHL, BP I, an Issuer or any Person granting Collateral the subject of any such security interest shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and in each case (but only in the event that such failure to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by this Senior Secured Notes Indenture or such invalidity or unenforceability or failure to be perfected or such assertion is capable of being cured without imposing any new hardening period, in equity or at law, to which such security interest was not otherwise subject immediately prior to such failure or assertion, other than any such hardening period that is also applicable to any other Lien over the relevant Collateral) such failure or such assertion shall have continued uncured for a period of (x) 30 days after the Issuers become aware of such failure with respect to any Collateral of a Domestic Subsidiary of BP I (other than Collateral which is an Equity Interest of a Foreign Subsidiary) or (y) 60 days after the Issuers become aware of such failure otherwise.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means any applicable Luxembourg law relating to bankruptcy, insolvency, administration, examination, court protection, receivership, schemes of arrangement or similar matters, Title 11, United States Code, or any similar Federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (d) of this Section 6.01 (other than a failure to purchase Senior Secured Notes) shall not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of outstanding Senior Secured Notes of such series notify the Issuers of the Default and the Issuers do not cure or cause the cure of such Default within the time specified in clause (d) hereof, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

An Issuer or BP I, as applicable, shall deliver to the Trustee (i) as soon as it becomes aware of the occurrence of an Event of Default, written notice of the occurrence of such Event of Default and (ii) within 30 days after the occurrence thereof, written notice of any event which would constitute a Default under clause (c), (d), (e), (f) or (g) of Section 6.01, its status and what action BP I, BP II or any Issuer, as applicable, is taking or proposes to take in respect thereof.

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SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Senior Secured Notes by notice to the Trustee and the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Senior Secured Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the principal of, premium, if any, and interest on all the Senior Secured Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The Holders of a majority in principal amount of the Senior Secured Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Senior Secured Notes, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Senior Secured Notes as described above be annulled, waived or rescinded upon the happening of any such events.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Senior Secured Notes or to enforce the performance of any provision of the Senior Secured Notes or this Senior Secured Notes Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Senior Secured Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies are cumulative.

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SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of outstanding Senior Secured Notes by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Senior Secured Note, (b) a Default arising from the failure to redeem or purchase any Senior Secured Note when required pursuant to the terms of this Senior Secured Notes Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of the Holders of not less than 100% of the then outstanding aggregate principal amount of the Senior Secured Notes. When a Default is waived, it is deemed cured and the Issuers, the Senior Secured Note Guarantors, the Trustee and the Holders shall be restored to their former positions and rights under this Senior Secured Notes Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of outstanding Senior Secured Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Senior Secured Notes Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Senior Secured Notes Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06. Limitation on Suits. (a) Subject to Section 7.01, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Senior Secured Notes Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to this Senior Secured Notes Indenture or the Senior Secured Notes unless:

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing,

(ii) Holders of at least 25% in principal amount of the outstanding Senior Secured Notes have requested the Trustee to pursue the remedy,

(iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,

(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

(v) the Holders of a majority in principal amount of the outstanding Senior Secured Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Senior Secured Notes Indenture, but subject to the terms of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement, the right of any Holder to receive payment of principal of and interest on the Senior

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Secured Notes held by such Holder, on or after the respective due dates expressed or provided for in the Senior Secured Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holders of not less than 100% of the then outstanding aggregate principal amount of the Senior Secured Notes.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers, BP I or any other obligor on the Senior Secured Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Senior Secured Notes) and the amounts provided for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuers, BP I or any Senior Secured Note Guarantor, their creditors or their property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Senior Secured Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities. Subject to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to the Holders for amounts due and unpaid on the Senior Secured Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Senior Secured Notes for principal and interest, respectively;

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THIRD: to the Collateral Agent for amounts due and unpaid on Subordinated Indebtedness of the Issuers and, if such money or property has been collected from a Senior Secured Note Guarantor, to holders of Subordinated Indebtedness of such Senior Secured Note Guarantor; and

FOURTH: to the Issuers or, to the extent the Trustee collects any amount for any Senior Secured Note Guarantor, to such Senior Secured Note Guarantor.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.10 and shall notify the Issuers of such record date. At least 15 days before such record date, the Issuers shall deliver to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Senior Secured Notes Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of outstanding Senior Secured Notes.

SECTION 6.12. Waiver of Stay or Extension Laws. None of the Issuers, BP I or any Senior Secured Note Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Senior Secured Notes Indenture; and the Issuers, BP I and each Senior Secured Note Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.13. Direction to Agents. Following the occurrence of an Event of Default or a potential Event of Default, the Trustee may, by notice to the Agents, require them to act under its direction.

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Senior Secured Notes Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Senior Secured Notes Indenture and no implied covenants or obligations shall be read into this Senior Secured Notes Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Senior Secured Notes Indenture shall not be construed as a duty); and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Senior Secured Notes Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Senior Secured Notes Indenture (but need not confirm or investigate the truth or accuracy of mathematical calculations or other facts, statements or opinions stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02 or 6.05; and

(iv) no provision of this Senior Secured Notes Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(d) Every provision of this Senior Secured Notes Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers or BP I.

(f) Money held by the Trustee need not be segregated from other funds except to the extent required by law.

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SECTION 7.02. Rights of Trustee. Subject to Section 7.01:

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with professional advisers and/or counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Senior Secured Notes Indenture and the Senior Secured Notes or any other agreement referenced herein shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such professional advisers and/or counsel.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of outstanding Senior Secured Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers or BP I, personally or by agent or attorney, at the expense of the Issuers and BP I and shall incur no liability of any kind by reason of such inquiry or investigation.

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Secured Notes Indenture at the request or direction of any of the Holders pursuant to this Senior Secured Notes Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee under this Article VII, including without limitation its right to be indemnified and all other rights provided under this Article VII (other than with respect to the Collateral Agent, Section 7.07(b)), are extended to, and shall be enforceable by, the Collateral Agent and The Bank of New York Mellon, as the Trustee and in each of its other capacities hereunder.

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(i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of outstanding Senior Secured Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Senior Secured Notes Indenture.

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Senior Secured Notes Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Senior Secured Note shall be conclusive and binding upon future Holders of Senior Secured Notes and upon Senior Secured Notes executed and delivered in exchange therefor or in place thereof.

(k) The Trustee shall have no duty to inquire as to the performance of the covenants of the Issuers, BP II or BP I, their Subsidiaries and/or the Senior Secured Note Guarantors in Article IV hereof, except with respect to Section 4.01 and shall be entitled to assume that the Issuers have performed in accordance with all of the provisions of this Senior Secured Notes Indenture, unless otherwise notified to it in writing. Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’, BP I’s, BP II’s or RGHL’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely on Officers’ Certificates).

(l) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Senior Secured Notes Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Senior Secured Notes.

(m) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Senior Secured Notes Indenture or the Senior Secured Notes.

(n) The Trustee shall not, under any circumstance be liable for any special or consequential damages (being loss of business, goodwill, opportunity or profit of any kind) of the Issuers, BP I, BP II or any Senior Secured Note Guarantor or any Subsidiary or any other Person.

(o) The Issuers shall deliver no later than the date of execution of this Senior Secured Notes Indenture an Officers’ Certificate setting forth the names of the individuals and/or titles of officers, authorized at such time to take specified actions pursuant to this Senior Secured Notes Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded, and the Trustee shall be entitled to rely on the most recent Officers’ Certificate received.

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(p) The Trustee will not be liable if prevented or delayed in performing any of its obligations by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any force majeure circumstances beyond its control.

(q) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of, or caused by, directly or indirectly, forces majeures beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(r) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of the State of New York. Furthermore, the Trustee may also refrain from taking such action if it could otherwise render it liable to any person in that jurisdiction or the State of New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in the State of New York or if it is determined by any court or other competent authority in that jurisdiction or in the State of New York that it does not have such power.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Senior Secured Notes and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Section 7.10.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Senior Secured Notes Indenture, any Senior Secured Note Guarantee or the Senior Secured Notes, or any Collateral. The Trustee shall not be accountable for the Issuers’ or BP I’s use of the proceeds from the Senior Secured Notes, and it shall not be responsible for any statement of the Issuers, BP I or any Senior Secured Note Guarantor in this Senior Secured Notes Indenture or in any document issued in connection with the sale of the Senior Secured Notes or in the Senior Secured Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i) or (j) or of the identity of any Significant Subsidiary unless a Trust Officer in the Corporate Trust Office of the Trustee shall have received written notice thereof referencing this Senior Secured Notes Indenture and the applicable section of 6.01 hereof in accordance with Section 13.02 hereof from the Issuers, BP I, any Senior Secured Note Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders of the Senior Secured Notes and not in its individual capacity and all persons, including the Holders of Senior Secured Notes and the Issuers having any claim against the Trustee arising from this Senior Secured Notes Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.

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SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and has been notified to the Trustee, the Trustee must mail (or otherwise deliver in accordance with applicable DTC procedures, as applicable) to each registered holder of Senior Secured Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after written notice of it is received by the Trustee.

SECTION 7.06. [Reserved.]

SECTION 7.07. Compensation and Indemnity. (a) The Issuers, failing which the Senior Secured Note Guarantors, shall pay to the Trustee and each Agent from time to time compensation for their respective services as agreed in writing between the Issuers and the Trustee and each Agent from time to time and, following the occurrence of an Event of Default or a potential Event of Default, such additional fees and expenses as the Trustee deems to be appropriate. The Trustee’s and each Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers, jointly and severally, failing which the Senior Secured Note Guarantors shall reimburse the Trustee and each Agent upon request for all properly incurred out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the properly incurred compensation and expenses, disbursements and advances of the Trustee’s and each Agent’s agents, counsel, accountants and experts. The Issuers and each Senior Secured Note Guarantor, jointly and severally shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section 7.07, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Indenture or Senior Secured Note Guarantee against the Issuers, BP I or a Senior Secured Note Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, any Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve the Issuers, BP I or any Senior Secured Note Guarantor of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Senior Secured Note Guarantors, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the other Senior Secured Note Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on particular Senior Secured Notes.

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(c) The Issuers’ and the Senior Secured Note Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Senior Secured Notes Indenture, any rejection or termination of this Senior Secured Notes Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuers or BP I, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

(d) No provision of this Senior Secured Notes Indenture shall require the Trustee or Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee and by each Agent (including Wilmington Trust (London) Limited as additional collateral agent).

SECTION 7.08. Replacement of Trustee or Agent. (a) The Trustee and any Agent may resign at any time by so notifying the Issuers or BP I. The Holders of a majority in principal amount of outstanding Senior Secured Notes may remove the Trustee or any Agent by so notifying the Trustee or such Agent and may appoint a successor Trustee or Agent. The Issuers shall remove the Trustee or any Agent if:

(i) the Trustee or such Agent fails to comply with Section 7.10;

(ii) the Trustee or such Agent is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or such Agent or its property; or

(iv) the Trustee or such Agent otherwise becomes incapable of acting.

(b) If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in principal amount of outstanding Senior Secured Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment and its accession to the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement and any Additional Intercreditor Agreement to the retiring Trustee, the Collateral Agent and to the Issuers or BP I. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Senior Secured Notes Indenture. The successor Trustee shall deliver a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07(b).

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(d) If a successor Trustee or Agent, as applicable, does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee or Agent, as applicable, or the Holders of 10% in principal amount of outstanding Senior Secured Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the retiring Trustee or Agent, as applicable, may appoint a successor Trustee or Agent, as applicable, at any time prior to the date on which a successor Trustee or Agent, as applicable, takes office; provided that such appointment shall be reasonably satisfactory to the Issuers.

(e) If the Trustee fails to comply with Section 7.10, any Holder who has been a bona fide Holder of a Senior Secured Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuers’ or BP I’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee or Agent, as applicable.

SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or Substantially All of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Senior Secured Notes Indenture any of the Senior Secured Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Senior Secured Notes so authenticated; and in case at that time any of the Senior Secured Notes shall not have been authenticated, any successor to the Trustee may authenticate such Senior Secured Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Senior Secured Notes or in this Senior Secured Notes Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Senior Secured Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 7.10. Eligibility; Disqualification. This Senior Secured Notes Indenture shall at all times have a Trustee that is an entity organized and doing business under the laws of the United States or any state thereof, or a member state of the European Union or a political subdivision thereof, that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities or by the authorities of a member state of the European Union or a political subdivision thereof. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. No obligor under the Senior Secured Notes or Person directly controlling, controlled by, or under common control with such obligor shall serve as Trustee.

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ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Senior Secured Notes; Defeasance. This Senior Secured Notes Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Senior Secured Notes, as expressly provided for in this Senior Secured Notes Indenture) as to all outstanding Senior Secured Notes when:

(a) either (i) all the Senior Secured Notes theretofore authenticated and delivered (except lost, stolen or destroyed Senior Secured Notes which have been replaced or paid and Senior Secured Notes for whose payment money has theretofore been deposited in trust or segregated and held by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Senior Secured Notes (A) have become due and payable, (B) will become due and payable at their stated maturity within one year or (C) if redeemable at the option of the Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee money, US Government Obligations, or a combination thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Senior Secured Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Senior Secured Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b) BP I, BP II, any Issuer or the Senior Secured Note Guarantors have paid all other sums payable under this Senior Secured Notes Indenture;

(c) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Senior Secured Notes Indenture relating to the satisfaction and discharge of this Senior Secured Notes Indenture have been complied with; provided, however, that any counsel may rely on an Officers’ Certificate as to matters of fact; and

(d) if the Issuers have deposited or caused to be deposited with the Trustee US Government Obligations in connection with clause (a) of this Section 8.01, the Issuers have delivered to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Government Obligations, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Secured Notes to maturity or redemption, as the case may be.

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Notwithstanding clauses (a) and (b) above, the Issuers’, BP I’s or BP II’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.15, 7.07, 7.08 and in this Article VIII shall survive until the Senior Secured Notes have been paid in full. Thereafter, the Issuers’ BP I’s or BP II’s obligations in Sections 7.07 and 8.06 shall survive such satisfaction and discharge.

Subject to the preceding paragraph and Section 8.02, the Issuers at any time may terminate (i) all of their obligations under the Senior Secured Notes and this Senior Secured Notes Indenture (with respect to such Senior Secured Notes) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.16, 4.17, 4.18, 4.19, 4.24, 4.25(a), 4.26 and 4.27 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d) (with respect to the foregoing Sections of Article IV only), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries only), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h), 6.01(i) and 6.01(j) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Senior Secured Notes and this Senior Secured Notes Indenture (with respect to such Senior Secured Notes) by exercising their legal defeasance option or their covenant defeasance option, each Senior Secured Note Guarantor will be released from all of its obligations with respect to its Senior Secured Note Guarantee and the Issuers and each Senior Secured Note Guarantor will be released from all of its obligations under the Security Documents with respect to the Senior Secured Notes or Senior Secured Note Guarantees, as applicable.

If the Issuers exercise their legal defeasance option, payment of the Senior Secured Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Senior Secured Notes may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect only to Significant Subsidiaries), 6.01(g) (with respect only to Significant Subsidiaries), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01(a)(iv).

Upon satisfaction of the conditions set forth herein and upon request of the Issuers, BP I or BP II, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.

SECTION 8.02. Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if:

(i) the Issuers irrevocably deposit with the Trustee money, US Government Obligations, or a combination thereof, the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior Secured Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date;

(ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Government

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Obligations, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Secured Notes to maturity or redemption, as the case may be;

(iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to any Issuer, BP I or BP II occurs that is continuing at the end of the period;

(iv) the deposit does not constitute a default under any other material agreement binding on any Issuer, BP I or BP II;

(v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Senior Secured Notes Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Secured Notes not theretofore delivered to the Trustee for cancellation have become due and payable;

(vi) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(vii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Secured Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with.

(b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Secured Notes at a future date in accordance with Article III.

SECTION 8.03. Application of Trust Money. The Trustee shall hold money deposited with it pursuant to this Article VIII. The Trustee shall apply the deposited money through each Paying Agent and in accordance with this Senior Secured Notes Indenture to the payment of principal of and interest on the Senior Secured Notes so discharged or defeased.

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SECTION 8.04. Repayment to Issuers. Each of the Trustee and each Paying Agent shall promptly pay to the Issuers upon request an amount equal to any money held by it as provided in this Article VIII which, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII.

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.

SECTION 8.05. [Reserved.]

SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and the Senior Secured Notes Guarantors’ obligations under this Senior Secured Notes Indenture and the Senior Secured Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any Paying Agent is permitted to apply all such money in accordance with this Article VIII; provided, however, that, if any Issuer or any Senior Secured Note Guarantor has made any payment of principal of or interest on, any such Senior Secured Notes because of the reinstatement of its obligations, such Issuer or Senior Secured Note Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Senior Secured Notes to receive such payment from the money held by the Trustee or any Paying Agent.

ARTICLE IX

Amendments and Waivers

SECTION 9.01. Without Consent of the Holders. (a) BP I, the Issuers, the Trustee and the Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document:

(i) to cure any ambiguity, omission, mistake, defect or inconsistency;

(ii) to give effect to any provision of this Senior Secured Notes Indenture (including, without limitation, the release of any Senior Secured Note Guarantees or security interest in any Collateral in accordance with the terms of Sections 10.06 (with respect to the Senior Secured Note Guarantees) and 12.01(a)(i) and (ii) and 12.06 (with respect to security interests in the Collateral));

(iii) to comply with Article V;

(iv) to provide for the assumption by a Successor Company of the obligations of any Issuer under this Senior Secured Notes Indenture and the Senior Secured Notes or to provide for the assumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under this Senior Secured Notes Indenture and its Senior Secured Note Guarantee;

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(v) to provide for uncertificated Senior Secured Notes in addition to or in place of certificated Senior Secured Notes (provided, however, that the uncertificated Senior Secured Notes are issued in registered form for purposes of Section 163(f) of the Code);

(vi) to add a Senior Secured Note Guarantee with respect to the Senior Secured Notes;

(vii) to add assets to the Collateral;

(viii) to release Collateral from any Lien pursuant to this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents;

(ix) to the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited under Section 4.17 or otherwise under this Senior Secured Notes Indenture;

(x) to add to the covenants of the Issuers, BP I, BP II or any Senior Secured Note Guarantor for the benefit of the Holders or to surrender any right or power conferred upon BP I or BP II;

(xi) to make any change that does not adversely affect the rights of any Holder;

(xii) to evidence and give effect to the acceptance and appointment under this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a successor Trustee;

(xiii) to provide for the accession of the Trustee to any instrument in connection with the Senior Secured Notes;

(xiv) to make certain changes to this Senior Secured Notes Indenture to provide for the issuance of Additional Senior Secured Notes;

(xv) to comply with any requirement of the SEC in connection with the qualification of this Senior Secured Notes Indenture under the Trust Indenture Act, if such qualification is required; or

(xvi) to conform the text of this Senior Secured Notes Indenture or the Senior Secured Notes to any provision of the description of the Senior Secured Notes in the Offering Circular, to the extent such provision in the description of Senior Secured Notes in the Offering Circular was intended to be a verbatim recitation of a provision of this Senior Secured Notes Indenture or the Senior Secured Notes.

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Before entering into any such amendment or supplemental indenture, the Trustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate.

After an amendment under this Section 9.01 becomes effective, the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of the amendment under this Section 9.01.

SECTION 9.02. With Consent of the Holders. (a) The Issuers, the Senior Secured Note Guarantors, the Trustee and the Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Senior Secured Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, no amendment may, among other things:

(i) reduce the amount of Senior Secured Notes whose holders must consent to an amendment;

(ii) reduce the rate of or extend the time for payment of interest on any Senior Secured Note;

(iii) reduce the principal of or extend the Stated Maturity of any Senior Secured Note;

(iv) reduce the premium or amount payable upon the redemption of any Senior Secured Note, change the time at which any Senior Secured Note may be redeemed in accordance with Article III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured Notes;

(v) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note;

(vi) expressly subordinate the Senior Secured Notes or any Senior Secured Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Secured Note Guarantor not otherwise permitted by this Senior Secured Notes Indenture;

(vii) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Secured Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Senior Secured Notes;

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(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;

(ix) change the provisions of the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the interests of the Holders in any material respect; or

(x) make any change in Section 4.15 of this Senior Secured Notes Indenture or Section 7 of the Senior Secured Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Secured Notes or this Senior Secured Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States.

(b) Without the consent of the holders of the requisite percentage of the aggregate principal amount of the Senior Secured Notes then outstanding required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes), no amendment or waiver may release from the Lien of this Senior Secured Notes Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects one series of Senior Secured Notes, such amendment or waiver shall also require the consent of the holders of at least the requisite percentage of the aggregate principal amount of such adversely affected series of Senior Secured Notes required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes).

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 9.02 becomes effective, the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of the amendment under this Section 9.02.

SECTION 9.03. [Reserved.]

SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a Senior Secured Note shall bind the Holder and every subsequent Holder of that Senior Secured Note or portion of the Senior Secured Note that

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evidences the same debt as the consenting Holder’s Senior Secured Note, even if notation of the consent or waiver is not made on the Senior Secured Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Senior Secured Note or portion of the Senior Secured Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from each Issuer certifying that the requisite principal amount of Senior Secured Notes have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuers or the Trustee of consents by the Senior Secured Notes of the requisite principal amount of Senior Secured Notes, (ii) satisfaction of conditions to effectiveness as set forth in Section 13.03 and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee.

(b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Senior Secured Notes Indenture. If a record date is fixed, then notwithstanding clause (a) of this Section 9.04, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.05. Notation on or Exchange of Senior Secured Notes. If an amendment, supplement or waiver changes the terms of a Senior Secured Note, the Issuers may require the Holder of the Senior Secured Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Senior Secured Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuers or the Trustee so determine in exchange for the Senior Secured Note, the Issuers shall issue and the Trustee shall authenticate a new Senior Secured Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Senior Secured Note shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity or security satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Senior Secured Notes Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and the Senior Secured Note Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

SECTION 9.07. Payment for Consent. None of the Issuers nor any Affiliate of any Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Senior Secured Notes Indenture or the

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Senior Secured Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

SECTION 9.08. Compliance with the Trust Indenture Act. All amendments and supplements shall comply with the Trust Indenture Act if, at the time of any such amendment, supplement or waiver, the Trust Indenture Act is applicable to this Senior Secured Notes Indenture. In the event the Senior Secured Notes are registered with the SEC pursuant to the Senior Secured Notes Registration Rights Agreement, the Trust Indenture Act shall govern this Senior Secured Notes Indenture.

ARTICLE X

Guarantees

SECTION 10.01. Guarantees. (a) Subject to the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement and any Additional Intercreditor Agreement, each Senior Secured Note Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Senior Secured Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”), subject to the limitations set forth in Section 10.08; provided, however, that in no event shall a US Controlled Foreign Subsidiary be required to guarantee the Guaranteed Obligations. Each Senior Secured Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Secured Note Guarantor and that such Senior Secured Note Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation.

(b) Each Senior Secured Note Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Senior Secured Note Guarantor waives notice of any default under the Senior Secured Notes or the Guaranteed Obligations. The obligations of each Senior Secured Note Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person (including any Senior Secured Note Guarantor) under this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Senior Secured Note Guarantor.

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(c) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(d) [Reserved.]

(e) Except as expressly set forth in Article VIII and Sections 10.02, 10.06 and 10.08, the obligations of each Senior Secured Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Senior Secured Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Senior Secured Note Guarantor or would otherwise operate as a discharge of such Senior Secured Note Guarantor as a matter of law or equity.

(f) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of any Issuer or otherwise.

(g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Senior Secured Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Senior Secured Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest and premiums (if any) on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Issuers to the Holders and the Trustee.

(h) Each Senior Secured Note Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article VI for the purposes of such Senior Secured Note Guarantor’s Senior Secured Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such

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Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Senior Secured Note Guarantor for the purposes of this Section 10.01.

(i) Each Senior Secured Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses), subject to the limitations set forth in Section 10.08, incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01.

SECTION 10.02. Limitation on Liability. Any term or provision of this Senior Secured Notes Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Senior Secured Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Senior Secured Notes Indenture, as it relates to such Senior Secured Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 10.03. Successors and Assigns. This Article X shall be binding upon each Senior Secured Note Guarantor and its successors and shall inure to the benefit of the successors, transferees and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Senior Secured Notes Indenture and in the Senior Secured Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Senior Secured Notes Indenture. Each Senior Secured Note Guarantee shall be a continuing guarantee and shall, subject to Section 10.06, remain in full force and effect until the payment in full of the Guaranteed Obligations.

SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise.

SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Senior Secured Note Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Senior Secured Note Guarantor in any case shall entitle such Senior Secured Note Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 10.06. Release of Senior Secured Note Guarantor. Subject to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement, a Senior Secured Note Guarantee of a Senior Secured Note Guarantor will be automatically released upon (x) receipt by the Trustee of a notification from BP I that such Senior Secured Note Guarantee be released and (y) the occurrence of any of the following:

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(a) the consummation of any transaction permitted by this Senior Secured Notes Indenture as a result of which such Senior Secured Note Guarantor ceases to be a Restricted Subsidiary;

(b) the release or discharge of the guarantee or other obligation by such Senior Secured Note Guarantor (other than RGHL) of the Senior Secured Credit Facilities or such other guarantee or other obligation that resulted in the creation of such Senior Secured Note Guarantee, except a release or discharge by or as a result of payment under such guarantee;

(c) BP I designating such Senior Secured Note Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”;

(d) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuers’ obligations under this Senior Secured Notes Indenture are otherwise discharged in accordance with the terms of this Senior Secured Notes Indenture; or

(e) the transfer or sale of the equity interests of such Senior Secured Note Guarantor pursuant to an enforcement action, in accordance with the terms of the First Lien Intercreditor Agreement.

Upon the occurrence of any event set forth by this Section 10.06, the applicable Senior Secured Note Guarantor will be required to deliver to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Senior Secured Notes Indenture relating to the release have been complied with.

A Senior Secured Note Guarantee of a Senior Secured Note Guarantor also will be released as provided in Section 5.01.

Upon any occurrence specified in Section 10.06, the Trustee shall, at the instruction of and at the cost of the Issuers, execute any documents reasonably requested of it to evidence such release.

SECTION 10.07. [Reserved.]

SECTION 10.08. Limitation on Guarantees in the Netherlands, Switzerland, Austria, Thailand, Germany, Luxembourg, Guernsey, Mexico, Hong Kong and England and Wales. (a) Notwithstanding any provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the obligations of any Senior Secured Note Guarantor organized in The Netherlands (a “Dutch Guarantor”) expressed to be assumed in this Senior Secured Notes Indenture shall be deemed not to be assumed by such Dutch Guarantor to the extent that such assumption would constitute unlawful financial assistance within the meaning of Article 2:207c or 2:98c of the Dutch Civil Code or any other applicable financial assistance rules of any

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relevant jurisdiction (the “Prohibitions”) and the provisions of this Senior Secured Notes Indenture and the other Senior Secured Note Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that each Dutch Guarantor will continue to guarantee all obligations expressed to be guaranteed in this Senior Secured Notes Indenture and the other Senior Secured Note Documents, to the extent that such obligations do not constitute a violation of the Prohibition.

(b) Notwithstanding any provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, if the obligations expressed to be assumed in this Senior Secured Notes Indenture or any other Senior Secured Note Document are assumed by any Senior Secured Note Guarantor organized, or for tax purposes resident, in Switzerland (a “Swiss Guarantor”), such Swiss Guarantor shall:

(i) only be liable for obligations contained in this Senior Secured Notes Indenture or the Senior Secured Note Guarantee or under the Senior Secured Note Documents (including any restructuring of such Swiss Guarantor’s rights of set-off and/or subrogation and its duties to subordinate claims) in relation to obligations (other than obligations under the Senior Secured Note Documents of (y) the Swiss Guarantor to the extent certain proceeds of this Senior Secured Notes Indenture have been made available to the Swiss Guarantor, up to such proceeds and (z) a direct or indirect Subsidiary of the Swiss Guarantor (the “Swiss Guarantor’s Subsidiary”) to the extent certain proceeds of this Senior Secured Notes Indenture have been made available to the Swiss Guarantor’s Subsidiary, up to such proceeds) to the extent that the payment of such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited to be made by such Swiss Guarantor by the Swiss Federal Code of Obligations and in the maximum amount of its profits available for the distribution of dividends on the date which such Swiss Guarantor’s obligations hereunder are due (it being understood that such available profits are the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law).

(ii) pass for such payments shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations then in effect (it being understood that as of the Issue Date, the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolutions must be based on a report from such Swiss Guarantor’s auditors approving the proposed distribution); and

(iii) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as is in effect from time to time) and, subject to any applicable double taxation treaty and/or agreement entered into with the Swiss Federal Tax Administration:

(1) pay such deduction to the Swiss Federal Tax Administration;

(2) give evidence to the Trustee and each noteholder of such deduction in accordance with Section 4.15 of this Senior Secured Notes Indenture; and

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(3) if such a deduction is made, not be obligated to gross-up pursuant to Section 4.15 of this Senior Secured Notes Indenture to the extent that such gross-up would result in the aggregate amounts paid to the Trustee and/or each noteholder and the Swiss Federal Tax Administration exceeding the maximum amount of such Swiss Guarantor’s profits available for the distribution of dividends.

(c) (i) Notwithstanding any other provision of this Senior Secured Notes Indenture and any of the provisions of the Senior Secured Note Documents, any guarantee or indemnity given by or other obligation assumed by a Senior Secured Note Guarantor organized in Austria (each an “Austrian Guarantor”) under Article X of this Senior Secured Notes Indenture is meant as and is to be interpreted as an abstract guarantee agreement (abstrakter Garantievertrag) and not as surety (Bürgschaft) or joint obligation as borrower (Mitschuldnerschaft) and such Austrian Guarantor undertakes to pay the amounts due under or pursuant to such obligation unconditionally, irrevocably, upon first demand and without raising any defenses (unbedingt, unwiderruflich, über erste Anforderung und Verzicht auf alle Einwendungen). The obligation of any Austrian Guarantor under this Senior Secured Notes Indenture or any other Senior Secured Note Document shall be limited so that no assumption of an obligation shall be required if such assumption would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian company law, including Sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock Corporation Act (Aktiengesetz); and

(ii) should any obligation under this Senior Secured Notes Indenture or any other Senior Secured Note Document violate or contradict Austrian capital maintenance rules and should therefore be held invalid or unenforceable, such liability and/or obligation shall be deemed to be replaced by a liability and/or obligation of a similar nature that is in compliance with Austrian capital maintenance rules and that provides the best possible security interest in favour of the Trustee or the noteholders, for the ratable benefit of the noteholders. By way of example, should it be held that the security created under any Senior Secured Note Document is contradicting Austrian capital maintenance rules in relation to any amount of the secured obligations, the security created by the respective Senior Secured Note Document shall be reduced to such an amount of the secured obligations which is permitted pursuant to Austrian capital maintenance rules.

(d) Each Senior Secured Note Guarantor incorporated or organized in Thailand irrevocably and unconditionally waives any and all rights to avoid such Thai Guarantor’s obligations under its Senior Secured Note Guarantee which it may have under Sections 196, 293, 294, 684, 687, 688-690, 694 and 697-701 of the Civil and Commercial Code of Thailand, and agrees not to exercise any of its rights under Sections 693 and 696 of the Civil and Commercial Code of Thailand unless and until the Issuers and the Senior Secured Note Guarantors have fully performed all their obligations under this Senior Secured Notes Indenture and all of such obligations have been unconditionally, irrevocably, indefeasibly and fully paid or discharged.

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(e) If the guarantee and indemnity granted in this Article X is given by a Senior Secured Note Guarantor incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership where the sole general partner is a GmbH (“GmbH & Co. KG”) (each, a “German Guarantor”), the following shall apply:

(i) The secured noteholders, the Trustee and the Collateral Agent shall be entitled to enforce the Senior Secured Note Guarantee against the applicable German Guarantor without limitation in respect of:

(1) any and all amounts that are owed under the Senior Secured Note Documents by such German Guarantor itself or by any of its Subsidiaries; and

(2) any and all amounts which correspond to funds that have been borrowed under the Senior Secured Note Documents to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the applicable German Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time (in aggregate, the “Unlimited Enforcement Amount”).

(ii) Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to a German Guarantor pursuant to paragraph (i) above, the secured noteholders, the Trustee and the Collateral Agent shall not be entitled to enforce the Senior Secured Note Guarantee against such German Guarantor if and to the extent that:

(1) the Senior Secured Note Guarantee secures the obligations of a party which is (x) a shareholder of the German Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German Guarantor (other than the German Guarantor and its Subsidiaries); and

(2) the enforcement would have the effect of (x) reducing such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) net assets (Reinvermögen) (the “German Net Assets”) to an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (Stammkapital) or, if the German Net Assets are already an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital), of causing such amount to be further reduced and (y) would thereby affect the assets required for the obligatory preservation of the German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (Stammkapital) according to section 30, 31 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), in each case, provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Senior Secured Notes Indenture shall only be taken into account if such increase has been effected with the prior written consent of the Trustee.

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(iii) The German Net Assets shall be calculated as an amount equal to the sum of the values of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) assets (consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A, B and C of such German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section(3) B, C and D of the German Commercial Code), except that:

(1) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for such German Guarantor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(2) obligations under loans provided to such German Guarantor by any Affiliate thereof shall not be taken into account as liabilities as far as such loans are subordinated by law or contract at least to the claims of the unsubordinated creditors of such German Guarantor; and

(3) obligations under loans or other contractual liabilities incurred by such German Guarantor (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) in violation of the provisions of the Senior Secured Note Documents shall not be taken into account as liabilities.

The German Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall be based on the same principles that were applied by such German Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It is understood that the assets of the respective German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) will be assessed at liquidation values (Liquidationswerte) if the managing directors of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)), at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) can carry on as a going concern (positive Forführungsprognose), in particular when such Senior Secured Note Guarantee is enforced.

(iv) The limitations set out in Section 10.08(e)(ii) shall only apply if and to the extent that:

(1) without undue delay, but not later than within 5 Business Days, following receipt of a request for payment under the Senior Secured Note Guarantee by the Trustee, the applicable German Guarantor shall have confirmed in writing to the Trustee (x) to what extent the Senior Secured Note Guarantee is an up-stream or cross-stream Senior Secured Note Guarantee as described in

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Section 10.08(e)(ii)(1) and (y) which amount of such up-stream or cross-stream Senior Secured Note Guarantee cannot be enforced as it would cause the net assets of the applicable German Guarantor to fall below its stated share capital (taking into account the adjustments set out in Section 10.08(e)(iii)) and such confirmation is supported by evidence reasonably satisfactory to the Trustee (acting on behalf of the noteholders (the “Management Determination”) and the noteholders shall not have contested this and argued that no or a lesser amount would be necessary to maintain the German Guarantor’s stated share capital; or

(2) within 20 Business Days following the date the noteholders shall have contested the Management Determination, the noteholders and Trustee shall receive from the applicable German Guarantor an up-to-date balance sheet prepared by a firm of internationally recognized auditors (the “Determining Auditors”) that shows the value of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) German Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Section 10.08(e)(iii), provided that the final sentence of Section 10.08(e)(iii) shall not apply unless the Determining Auditors shall have determined in an independent assessment that the assets of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Section 10.08(e)(iii).

If such German Guarantor fails to deliver a Balance Sheet within the aforementioned time period, the noteholders, the Trustee and the Collateral Agent, as applicable, shall be entitled to enforce the Senior Secured Note Guarantee irrespective of the limitations set out Section 10.08(e)(ii).

(v) If the noteholders or Trustee disagree with the Balance Sheet, they shall be entitled to enforce the applicable Senior Secured Note Guarantee up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in paragraph Section 10.08(e)(ii). In relation to any additional amounts for which such German Guarantor is liable under the Senior Secured Note Guarantee, the noteholders and Trustee shall be entitled to pursue their claims (if any) further and such German Guarantor shall be entitled to prove that this amount is necessary for maintaining its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (calculated as of the date the demand under the Senior Secured Note Guarantee was made).

(vi) No reduction of the amount enforceable under this 10.08(e) will prejudice the right of the noteholder, the Trustee or the Collateral Agent to continue enforcing the Senior Secured Note Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction of the claims is guaranteed.

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(f) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the obligations of any guarantor incorporated under the laws of Luxembourg (the “Luxembourg Guarantors”) under (i) Section 10.01 of the Senior Secured Credit Facilities, (ii) Article X of the 2009 Indenture, (iii) Article X of the May 2010 Indenture, (iv) Article X of the October 2010 Senior Indenture, (v) Article X of the October 2010 Senior Secured Indenture, (vi) Article X of the February 2011 Senior Indenture, (vii) Article X of the February 2011 Senior Secured Indenture, (vii) Article X of the August 2011 Senior Secured Indenture, (viii) Article X of the August 2011 Senior Indenture, (ix) Article X of the February 2012 Senior Indenture, (x) Article X of this Senior Secured Notes Indenture and (xi) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which RGHL and the administrative agent under the Senior Secured Credit Facilities agree is subject to this limitation, in respect of the obligations of any Obligor which is not a direct or indirect Subsidiary of the applicable Luxembourg Guarantor, shall be limited to the aggregate maximum amount, if any, permitted under applicable Luxembourg law.

(g) Any Senior Secured Note Guarantor organized in Guernsey irrevocably waives and abandons any right which it has or may at any time have under the existing or future laws of Guernsey pursuant to the principle of “droit de discussion” or otherwise, to require that recourse be had to the assets of any party before any action is taken hereunder against it, and further irrevocably waives and abandons any right it has or may have at any time under the existing or future laws of Guernsey, pursuant to the principle of “droit de division” or otherwise, to require that any other party be made a party to any proceedings, or that its liability be divided or apportioned with any other party or reduced in any manner whatsoever.

(h) Notwithstanding any other provisions of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note Guarantor organized in Guernsey does not apply to any obligation to the extent that the assumption of such obligation would result in such assumption constituting a breach of The Control of Borrowing (Bailiwick of Guernsey) Ordinance, 1959 as amended by such Senior Secured Note Guarantor or the directors of such Senior Secured Note Guarantor or exceeding any consent obtained thereunder.

(i) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note Guarantor organized in Guernsey does not apply to any obligation to the extent that the assumption of such obligation would result in such assumption constituting unlawful financial assistance within the meaning of The Companies (Guernsey) Law, 2008, as amended or would result in such Senior Note Guarantor being unable to pass the solvency test as prescribed by The Companies (Guernsey) Law, 2008, as amended.

(j) Any Senior Secured Note Guarantor organized in Mexico (each, a “Mexican Guarantor”) expressly acknowledges that the Senior Secured Note Guarantee is governed by the laws of the State of New York and expressly agrees that any rights and privileges that it might otherwise have under the laws of Mexico shall not be applicable to such Senior Secured Note Guarantee, including, but not limited to, any benefit of orden, excusión, división, quita, novación, espera and modificación which may be available to it under articles 2813, 2814, 2815,

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2816, 2821, 2822, 2823, 2827, 2836, 2840, 2845, 2847, 2848 and 2849 of the Federal Civil Code of Mexico and the corresponding articles under the Civil Code in effect for the Federal District of Mexico and in all other states of Mexico, and such acknowledgement and agreement are without prejudice to such Mexican Guarantor’s rights and/or privileges under the laws of New York (as such rights have been modified by and/or waived in the Senior Secured Note Documents). Each Mexican Guarantor incorporated in Mexico represents that it is familiar with the contents of these articles and agrees that there is no need to reproduce them herein.

(k) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note Guarantor organized in Hong Kong does not apply to any obligation to the extent that the assumption of such obligation would result in such assumption constituting a breach of Section 47A (Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as amended or replaced).

(l) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note Guarantor organized in England or Wales does not apply to any obligation to the extent that the assumption of such obligation would result in such assumption constituting unlawful financial assistance within the meaning of Sections 678 or 679 of the Companies Act 2006 (as amended or replaced).

(m) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other Senior Secured Note Document, the Senior Secured Note Guarantee given by any Subsidiary that becomes a Senior Secured Note Guarantor after the Issue Date (an “Additional Guarantor”) is subject to any limitations set forth in the supplemental indenture applicable to such Additional Guarantor.

ARTICLE XI

Intercreditor Agreement

Reference is made to (i) the First Lien Intercreditor Agreement dated as of November 5, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Intercreditor Agreement”), among The Bank of New York Mellon, as Collateral Agent, Credit Suisse, as Representative under the Credit Agreement, The Bank of New York Mellon, as Representative under this Senior Secured Notes Indenture, each additional Representative from time to time party thereto and the grantors party thereto and (ii) the Intercreditor Agreement dated May 11, 2007 (the “2007 UK Intercreditor Agreement”), among RGHL, BP I, the senior lenders identified therein, Credit Suisse, as senior agent thereunder, the senior issuing banks as identified therein, the subordinated bridging lenders, Credit Suisse, as subordinated bridging agent, Credit Suisse, as security trustee, and the other parties identified therein, as from time to time amended, supplemented or modified. Each noteholder hereunder (a) acknowledges that it has received a copy of the First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent to enter into the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement as Collateral Agent and on behalf of such secured noteholder.

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ARTICLE XII

Collateral and Security Documents

SECTION 12.01. Collateral and Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the Obligations of the parties hereto, BP I, the Issuers, the Senior Secured Note Guarantors and the Collateral Agent shall, on the Issue Date, enter into certain Security Documents and may enter into additional Security Documents. In the event that security interests in any of the Collateral are not created as of the Issue Date, the Issuers, BP II and the Senior Secured Note Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion). All security interests in the Collateral for the Senior Secured Notes and the Senior Secured Note Guarantees will be granted and implemented subject to the Agreed Security Principles.

(i) Notwithstanding the foregoing, the Capital Stock and securities of any Restricted Subsidiary will constitute Collateral with respect to the Senior Secured Notes only to the extent that the securing of the Senior Secured Notes with such Capital Stock and securities would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act; provided, however, that the foregoing limitation will not apply to shares of Capital Stock of BP I at any time. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary (other than BP I) due to the fact that such Restricted Subsidiary’s Capital Stock and securities secure the Senior Secured Notes or any Senior Secured Note Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Capital Stock and securities is referred to as the “Excluded Stock Collateral”. In such event, the Security Documents may be amended, modified or supplemented, without the consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral.

(ii) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Senior Secured Notes in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Senior

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Secured Note Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities.

(b) By accepting a Senior Secured Note, each Holder thereof will be deemed to have: (1) irrevocably appointed the Collateral Agent to act as its agent and trustee under the Security Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Senior Secured Notes Indenture, the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents or other documents to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf.

(c) The Trustee shall become party to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement by executing a joinder to the First Lien Intercreditor Agreement and an accession deed to the 2007 UK Intercreditor Agreement on or prior to the Issue Date and by accepting a Senior Secured Note, each Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement.

SECTION 12.02. Recording; Certificates and Opinions. In accordance with the provisions set forth in Section 4.10, the Issuers shall do or cause to be done, at their own expense, all acts and things reasonably required, or which the Trustee or the Collateral Agent from time to time may request to assure and confirm that the Trustee and/or Collateral Agent holds, for the benefit of the Holders, duly created, enforceable and perfected Liens as contemplated by this Senior Secured Notes Indenture and the Security Documents, with the priority contemplated by this Senior Secured Notes Indenture and the Security Documents, so as to render the same available for the security and benefit of this Senior Secured Notes Indenture and the Senior Secured Notes, according to the intent and purposes therein expressed.

SECTION 12.03. Suits To Protect the Collateral. Subject to the provisions of the Security Documents, this Senior Secured Notes Indenture, the 2007 UK Intercreditor Agreement and the First Lien Intercreditor Agreement (or, if applicable, any Additional Intercreditor Agreement), the Trustee and the Collateral Agent shall have power to institute and to maintain such suits and proceedings as either of them may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents, this Senior Secured Notes Indenture, the 2007 UK Intercreditor Agreement or the First Lien Intercreditor Agreement (or, if applicable, any Additional Intercreditor Agreement), and such suits and proceedings as the Trustee or the Collateral Agent, in their sole discretion, may deem expedient to preserve or protect their interests and the interests of the Holders, the Trustee and the Collateral Agent in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other

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governmental enactment, rule or order that may be unconstitutional, ultra vires or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the lien on the Collateral or be prejudicial to the interests of the Holders, the Trustee or the Collateral Agent).

SECTION 12.04. Other Agreements. This Senior Secured Notes Indenture and the Security Documents shall be subject to the Agreed Security Principles, the 2007 UK Intercreditor Agreement and the First Lien Intercreditor Agreement (and any Additional Intercreditor Agreement).

SECTION 12.05. Determinations Relating to Collateral. Subject to the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, (and, if applicable, any Additional Intercreditor Agreement), in the event (i) the Trustee shall receive any written request from the Issuers, RGHL, BP I or the Collateral Agent under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Issuers’ obligations with respect thereto or (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuers of any covenant or any material breach of any representation or warranty of the Issuers set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not taking) of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification or other security provided in accordance with Section 6.05 and other sections of this Senior Secured Notes Indenture if such action is agreed to by Holders of a majority in principal amount of outstanding Senior Secured Notes pursuant to Section 6.05.

SECTION 12.06. Release of Collateral. (a) Subject to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement, the Security Interests in the Collateral for the benefit of the Senior Secured Notes shall be released:

(i) upon payment in full of principal, interest and all other Obligations on the Senior Secured Notes issued under this Senior Secured Notes Indenture or discharge or defeasance thereof;

(ii) to the extent a Senior Secured Note Guarantor would be and is so released pursuant Section 10.06(b);

(iii) to enable the Issuers or a Senior Secured Note Guarantor to consummate the disposition of such property or assets to the extent not prohibited under Section 4.06;

(iv) in the case of property or assets of a Senior Secured Note Guarantor that is released from its Senior Secured Note Guarantee with respect to the Senior Secured Notes, on the release of the Senior Secured Note Guarantee of such Senior Secured Note Guarantor;

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(v) in the case of the property and assets of a specific Senior Secured Note Guarantor, such Senior Secured Note Guarantor making a Transfer permitted by clause (y) of the last paragraph of Section 5.01(b);

(vi) in the circumstances set forth in Sections 9.01(a)(iv) and (viii) or as set forth in Section 9.02(b);

(vii) by the Trustee or Collateral Agent, acting on the instructions of the Applicable Representative in accordance with the terms of the First Lien Intercreditor Agreement (other than releases of all or substantially all of the Collateral); or

(viii) upon a legal defeasance or covenant defeasance under Section 8.01(a).

(b) The security interest in the 2007 Notes Collateral in favor of the 2007 Senior Notes and 2007 Senior Subordinated Notes will be released upon an enforcement action in accordance with the 2007 UK Intercreditor Agreement. In order to secure new Indebtedness (where such Indebtedness is permitted under this Senior Secured Notes Indenture and the Lien securing such Indebtedness is a Permitted Lien that is entitled to rank equal with, in priority to or behind the security interests on the Collateral, as applicable), on the date on which such new Indebtedness is incurred, and subject to no Default having occurred and being continuing, the Trustee or Collateral Agent for the Senior Secured Notes, as applicable, is authorized by the Trustee and the Holders to, and shall, at the request of the Issuers or RGHL, release the security interests in the Collateral and will, simultaneously with the grant of Liens in respect of the new Indebtedness, retake such security interests in the Collateral; provided, however, that all holders of Liens on behalf of other Indebtedness or obligations secured by such Collateral concurrently release and (if applicable) retake the security interests in the same manner; provided further, however, that following such release and retaking the security interests in the Collateral are not subject to any new hardening period or limitation (excluding any such hardening period or limitation that existed prior to such release and retaking) which is not also applicable to the Lien granted in favor of the new Indebtedness and any such other Indebtedness or obligations (it being understood that the new Indebtedness and such other Indebtedness and obligations may be subject to longer or more onerous hardening periods or limitations) or the Trustee shall have received a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of BP I and its respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such release and retaking.

(c) To the extent required under the mandatory provisions of the Trust Indenture Act, the Issuers will comply with the provisions of Section 314(b) and 314(d) of the Trust Indenture Act, in each case following qualification of this Senior Secured Notes Indenture pursuant to the Trust Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be delivered by an Officer of any Issuer except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any

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portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of such section or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.

(d) Upon certification by the Issuers, each of the Trustee and the Collateral Agent shall execute all documents reasonably requested of it to effectuate any release in accordance with these provisions, subject to customary protections and indemnifications. The Collateral Agent or the Trustee, as applicable, at the instruction of and at the cost of the Issuers or the Applicable Representative (as applicable), will agree to any release of the Liens on the Collateral created by the Security Documents that is in accordance with this Senior Secured Notes Indenture and the First Lien Intercreditor Agreement and 2007 UK Intercreditor Agreement without requiring any consent of the Holders, in reliance upon an Opinion of Counsel or Officers’ Certificate to that effect delivered by the Issuers.

SECTION 12.07. Notices. The Issuers and the Collateral Agent shall cause any notices delivered by such parties pursuant to the Security Documents to be delivered to the Trustee concurrently.

SECTION 12.08. Collateral Agent. The Collateral Agent’s rights and obligations shall be governed by the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents.

SECTION 12.09. Quebec Collateral Agent. Subject to the terms of the First Lien Intercreditor Agreement, the Trustee acting for and on behalf of the Secured Parties hereby designates and appoints The Bank of New York Mellon, in its capacity as collateral agent under the First Lien Intercreditor Agreement:

(a) as the person holding the power of attorney (fondé de pouvoir) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Québec, to enter into, to take and to hold on behalf of and for the benefit of the Secured Parties, any deed of hypothec (“Deed of Hypothec”) granted to secure the obligations of the relevant Obligor under the Bond (as defined below) executed by such Obligor under the laws of the Province of Québec and creating a charge over the Collateral located in such Province and to exercise such powers and duties which are conferred upon The Bank of New York Mellon under such deed; and

(b) as agent, mandatary, custodian and depositary for and on behalf of the Secured Parties (i) to hold and to be the sole registered holder of any bond (“Bond”) issued by an Obligor under the Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Québec) or any other applicable law, and (ii) to enter into, to take and to hold on behalf of, and for the benefit of the Secured Parties, any bond pledge agreement (“Pledge”) to be executed by such Obligor under the laws of the Province of Québec with respect to such Bond.

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Subject to the terms of the First Lien Intercreditor Agreement, each Secured Party will be entitled to the benefits of any Collateral charged under the Deed of Hypothec and the Pledge and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms thereof. The Bank of New York Mellon, in such aforesaid capacities shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms of the Indenture or the First Lien Intercreditor Agreement, all rights and remedies given to the Collateral Agent with respect to the Collateral under the Deed of Hypothec and Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions thereof, in the Indenture and the First Lien Intercreditor Agreement with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties. Any Person who becomes a Secured Party, and each Holder, by becoming the holder of a Senior Secured Note, shall be deemed to have consented to, ratified and confirmed the appointment of The Bank of New York Mellon as the person holding the power of attorney (fondé de pouvoir) and as the agent, mandatary, custodian and depositary as aforesaid and to have ratified thereupon all actions taken by The Bank of New York Mellon in such capacities. In accordance with the First Lien Intercreditor Agreement, The Bank of New York Mellon, in such capacities, shall be entitled to delegate from time to time any of its powers or duties under the Deed of Hypothec and the Pledge to any Person and on such terms and conditions as it may determine from time to time.

ARTICLE XIII

Miscellaneous

SECTION 13.01. [Reserved.]

SECTION 13.02. Notices. (a) Any notice or communication required or permitted hereunder shall be in the English language in writing and delivered in person, via facsimile, email or mailed by first-class mail addressed as follows:

if to the Issuers, BP I or a Senior Secured Note Guarantor:

Level 22

20 Bond Street

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +61292686693

helen.golding@rankgroup.co.nz

and

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if to the Trustee, Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

and

if to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

9 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

The Issuers, any Senior Secured Note Guarantor, the Trustee, the Collateral Agent and the Transfer Agent, Registrar and Principal Paying Agent, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. No communication (including fax, electronic message or communication in any other written form) under or in connection with the Senior Secured Note Documents shall be made to or from an address located inside of the Republic of Austria.

(b) Any notice or communication delivered to a Holder shall be delivered electronically or mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so delivered within the time prescribed.

(c) Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received.

(d) The Trustee and the Agents agree to accept and act upon notice, instructions or directions pursuant to this Senior Secured Notes Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (except that no notice, instructions or directions may be sent to or need be accepted by the Additional Collateral Agent by e-mail, whether or not unsecured); provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee or the Agents in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee or the Agents e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee or the Agents in its discretion elects to act upon such instructions, the Trustee or the Agents shall not be liable for any losses, costs or expenses arising directly or indirectly from the

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Trustee’s or the Agents’ reliance upon and compliance in good faith with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction received by the Trustee or the Agents following action taken pursuant to prior instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee or the Agents, including without limitation the risk of the Trustee or the Agents acting in good faith on unauthorized instructions, and the risk of interception and misuse by third parties.

SECTION 13.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take or refrain from taking any action under this Senior Secured Notes Indenture, each Issuer shall furnish to the Trustee at the request of the Trustee:

(a) an Officers’ Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Senior Secured Notes Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Senior Secured Notes Indenture (other than pursuant to Section 4.09) shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 13.05. When Senior Secured Notes Disregarded. In determining whether the Holders of the required principal amount of Senior Secured Notes have concurred in any direction, waiver or consent, Senior Secured Notes owned by the Issuers or BP II, any Senior Secured Note Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers, BP II or any Senior Secured Note Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or

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consent, only Senior Secured Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Senior Secured Notes outstanding at the time shall be considered in any such determination.

SECTION 13.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.

SECTION 13.07. Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

SECTION 13.08. GOVERNING LAW. THIS SENIOR SECURED NOTES INDENTURE AND THE SENIOR SECURED NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE IN RESPECT OF THE SENIOR SECURED NOTES AND THIS SENIOR SECURED NOTES INDENTURE. THE PARTIES ACKNOWLEDGE THAT NEW YORK JUDGMENTS ARE NOT ENFORCEABLE IN AUSTRIA. THE PARTIES HERETO HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY.

SECTION 13.09. Consent to Jurisdiction and Service. Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any legal action or proceeding relating to this Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) designate and appoint the US Issuer II, at 160 Greentree Drive, Suite 101, Dover, DE 19904 and Reynolds Group Holdings Inc., with offices at 200 Tri-State International Drive, Suite 500, Lincolnshire, Illinois 60069 (or its successors), as its authorized agents upon which process may be served in any action, suit or proceeding arising out of or relating to this Senior Secured Notes Indenture or the transactions contemplated hereby that may be instituted in any Federal or state court in the State of New York (and each of them accepts such appointments); and (d) agree that service of any process, summons, notice or document by US registered mail addressed to the US Issuer II, with written notice of said service to such Person at the address of the US Issuer II set forth in this Senior Secured Notes Indenture shall be effective service of process for any action, suit or proceeding brought in any such court.

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SECTION 13.10. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of a Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

SECTION 13.11. Successors. All agreements of the Issuers, BP I, BP II and each Senior Secured Note Guarantor in this Senior Secured Notes Indenture and the Senior Secured Notes shall bind its successors. All agreements of the Trustee, and each Agent and the Collateral Agent in this Senior Secured Notes Indenture shall bind its successors.

SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this Senior Secured Notes Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Senior Secured Notes Indenture.

SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Senior Secured Notes Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.14. Senior Secured Notes Indenture Controls. If and to the extent that any provision of the Senior Secured Notes limits, qualifies or conflicts with a provision of this Senior Secured Notes Indenture, such provision of this Senior Secured Notes Indenture shall control.

SECTION 13.15. Severability. In case any provision in this Senior Secured Notes Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 13.16. Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes (i) a portion (if any) of the Senior Secured Notes as debt of the Luxembourg Issuer (or the sole owner of the Luxembourg Issuer) and a portion (if any) of the Senior Secured Notes as debt of the sole owner of the US Issuer I (with such portions being proportionate to the proceeds received by the Luxembourg Issuer and the US Issuer I), and (ii) interest payments on the portion (if any) of the Senior Secured Notes that is treated as debt of the Luxembourg Issuer (or its sole owner) as non-U.S. source interest and interest payments on the portion (if any) of the Senior Secured Notes that is treated as debt of the sole owner of the US Issuer I as U.S. source interest, provided, however, that this agreement shall cease to apply if the

160

Issuers (a) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of changed circumstances, and (b) file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such filing or furnishing, post on RGHL’s website), in each case in the manner described under Section 4.02(a), a notice that this agreement shall cease to apply. The Luxembourg Issuer shall receive 60% of the proceeds of the Senior Secured Notes and the US Issuer I shall receive 40% of the proceeds of the Senior Secured Notes. The Issuers shall file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such filing or furnishing, post on RGHL’s website), in each case in the manner described under Section 4.02(a), a notice setting forth such amounts. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated entirely as income from sources within the U.S. for U.S. federal income tax purposes.

SECTION 13.17. Austrian Stamp Duty. (a) No party to this Senior Secured Notes Indenture shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:

(i) it does not cause a liability of a party to this Senior Secured Notes Indenture to pay stamp duty in the Republic of Austria;

(ii) a party to this Senior Secured Notes Indenture wishes to enforce any of its rights under or in connection with a Stamp Duty Sensitive Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no party to this Senior Secured Notes Indenture shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or

161

(iii) a party to this Senior Secured Notes Indenture is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

(b) The Issuers, and the Senior Secured Note Guarantors shall indemnify the Trustee, Principal Paying Agent, Transfer Agent, Registrar, the Collateral Agent and each noteholder against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of any noteholder’s breach, or the Trustee’s negligent breach, of any obligations under Section 13.17(a), in which case the breaching party shall be liable for payment of such stamp duty.

SECTION 13.18. Place of Performance. The parties to this Senior Secured Notes Indenture shall perform their obligations under or in connection with the Senior Secured Note Documents exclusively at the Place of Performance (as defined below), but in no event at a place in Austria, and the performance of any obligations or liability under or in connection with the Senior Secured Note Documents within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means (a) in relation to any payment under or in connection with a Senior Secured Note Document, the place at which such payment is to be made pursuant to Section 4.01 and (b) in relation to any other obligation or liability under or in connection with the Senior Secured Note Documents, the premises of the Trustee in New York or any other place outside of Austria as the Trustee may specify from time to time.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Senior Secured Notes Indenture to be duly executed as of the date first written above.

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.,
by
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorized Signatory

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS GROUP ISSUER LLC
by
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

BAKERS CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

BLUE RIDGE HOLDING CORP.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

BRPP, LLC BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

[Senior Secured Notes Indenture]

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

CSI MEXICO LLC
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

[Senior Secured Notes Indenture]

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Assistant Secretary

EVERGREEN PACKAGING INTERNATIONAL (US) INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

EVERGREEN PACKAGING USA INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GPACSUB LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GPC CAPITAL CORP. I
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GPC CAPITAL CORP. II
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

[Senior Secured Notes Indenture]

GPC HOLDINGS LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GPC OPCO GP LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GPC SUB GP LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING COMPANY, L.P. BY: GPC OPCO GP LLC, its General Partner
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

[Senior Secured Notes Indenture]

GRAHAM PACKAGING GP ACQUISITION LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING HOLDINGS COMPANY BY: BCP/GRAHAM HOLDINGS L.L.C., its General Partner
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING LC, L.P. BY: GRAHAM PACKAGING GP ACQUISITION LLC, its General Partner
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING LP ACQUISITION LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING MINSTER LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

[Senior Secured Notes Indenture]

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President, Secretary and General Counsel

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President, Secretary and General Counsel

GRAHAM PACKAGING PX COMPANY
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President, Secretary and General Counsel

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING PX, LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM PACKAGING REGIOPLAST STS INC.
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

[Senior Secured Notes Indenture]

GRAHAM PACKAGING WEST JORDAN, LLC
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

GRAHAM RECYCLING COMPANY, L.P. BY: GPC SUB GP LLC, its General Partner
By
	/s/ Joseph B. Hanks
	Name: Joseph B. Hanks
	Title: Vice President and Secretary

NEWSPRING INDUSTRIAL CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV GERMANY HOLDINGS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

[Senior Secured Notes Indenture]

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PRAIRIE PACKAGING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PWP INDUSTRIES, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

[Senior Secured Notes Indenture]

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Vice President and Assistant Treasurer

REYNOLDS FLEXIBLE PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Vice President and Assistant Secretary

REYNOLDS FOOD PACKAGING LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Vice President and Assistant Secretary

REYNOLDS GROUP HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PACKAGING HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President and Secretary

[Senior Secured Notes Indenture]

REYNOLDS PACKAGING KAMA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Vice President and Assistant Secretary

REYNOLDS PACKAGING LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

[Senior Secured Notes Indenture]

SIG COMBIBLOC INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

SIG HOLDING USA, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

SOUTHERN PLASTICS INC.
By
	/s/ Stephanie Blackman
	Name: Stephanie Blackman
	Title: Secretary

ULTRA PAC, INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Vice President and Assistant Secretary

[Senior Secured Notes Indenture]

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	/s/ Karen Mower
	Name: Karen Mower
	Occupation: Lawyer
	Address: Sydney Australia

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorized Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
By
	/s/ Karen Mower
	Name: Karen Mower
	Title: Authorized Signatory

[Senior Secured Notes Indenture]

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, the Collateral Agent and Registrar
by
	/s/ Catherine F. Donohue
	Name: Catherine F. Donohue
	Title: Vice President

[Senior Secured Notes Indenture]

THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent
By
	/s/ Catherine F. Donohue
	Name: Catherine F. Donohue
	Title: Vice President

[Senior Secured Notes Indenture]

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
by
	/s/ Paul Barton
	Name: Paul Barton
	Title: Relationship Manager

[Senior Secured Notes Indenture]

APPENDIX A

PROVISIONS RELATING TO SENIOR SECURED NOTES

1. Definitions.

1.1 Definitions.

Capitalized terms used but not otherwise defined in this Appendix A shall have the meanings assigned to them in the Senior Secured Notes Indenture. For the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Common Depositary” means The Bank of New York Depository (Nominees) Limited, its nominees and their respective successors.

“Definitive Security” means a certificated Senior Secured Note (bearing the Restricted Securities Legend if the transfer of such Senior Secured Note is restricted by applicable law) that does not include the Global Securities Legend.

“Global Securities Legend” means the legend set forth under that caption in Exhibit A to the Senior Secured Notes Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Securities” means all Original Senior Secured Notes offered and sold outside the United States in reliance on Regulation S.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Securities” means all Original Senior Secured Notes offered and sold to QIBs in reliance on Rule 144A.

“Senior Secured Exchange Securities” means (1) the 5.750% Senior Secured Notes Due 2020 issued pursuant to the Senior Secured Notes Indenture in connection with the Registered Exchange Offer pursuant to the Senior Secured Notes Registration Rights Agreement and (2) Additional Senior Secured Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

“Senior Secured Notes Purchase Agreement” means (a) the Purchase Agreement dated September 14, 2012 among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the several Purchasers (as defined therein) and (b) any other similar Purchase Agreement relating to Additional Senior Secured Notes.

“Senior Secured Notes Registered Exchange Offer” means the offer by the Issuers, pursuant to the Senior Secured Notes Registration Rights Agreement, to certain Holders of Original Senior Secured Notes, to issue and deliver to such Holders, in exchange for the Original Senior Secured Notes, a like aggregate principal amount of Senior Secured Exchange Securities registered under the Securities Act.

“Senior Secured Notes Shelf Registration Statement” means the registration statement, if any, filed by the Issuers pursuant to the Senior Secured Notes Registration Rights Agreement.

“Senior Secured Notes Transfer Restricted Securities” means Definitive Securities and any other Senior Secured Notes that bear or are required to bear or are subject to the Restricted Securities Legend.

1.2 Other Definitions.

Term:	Defined in Section:
Agent Members		2.1(b)
DTC		2.1(a)
Global Senior Secured Securities		2.1(a)
Regulation S Global Senior Secured Securities		2.1(a)
Rule 144A Global Senior Secured Securities		2.1(a)

2. The Senior Secured Notes.

2.1 (a) Form and Dating; Global Senior Secured Securities. The Senior Secured Notes shall be offered and sold by the Issuers pursuant to a Senior Secured Notes Purchase Agreement. The Senior Secured Notes shall be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Senior Secured Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Senior Secured Notes initially resold pursuant to Rule 144A shall be issued initially in the form of seven or more permanent global notes in fully registered form (each, a “Rule 144A Global Senior Secured Security”); Senior Secured Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in fully registered form (each, a “Regulation S Global Senior Secured Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Senior Secured Securities and the Regulation S Global Senior Secured Securities in respect of the Senior Secured Notes shall be deposited on behalf of the purchasers of the Senior Secured Notes with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuers and authenticated by the Trustee or the authentication agent as provided in the Senior Secured Notes Indenture.

Beneficial interests in a Regulation S Global Senior Secured Security may be exchanged for interests in a Rule 144A Global Senior Secured Security only after the 40th day after the Issue Date and then only if (1) such exchange occurs in connection with a transfer of Senior Secured Notes in compliance with Rule 144A and (2) the transferor of the beneficial

2

interest in a Regulation S Global Senior Secured Security first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Secured Note) to the effect that the beneficial interests in the Regulation S Global Senior Secured Security are being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Prior to the 40th day after the Issue Date of the Senior Secured Notes, any transfer of a beneficial interest in a Regulation S Global Senior Secured Security may only occur through the facilities of Euroclear or Clearstream, Luxembourg.

Beneficial interests in a Rule 144A Global Senior Secured Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Senior Secured Security only if the transferor first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Secured Note) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S to a person who is not a U.S. person (as defined in Regulation S) and in accordance with all applicable securities laws of any State of the United States and other jurisdictions.

The Rule 144A Global Senior Secured Security and the Regulation S Global Senior Secured Security are collectively referred to herein as the “Global Senior Secured Securities”. The aggregate principal amount of the Global Senior Secured Securities may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depositary or its nominee as hereinafter provided.

(b) Book-Entry Provisions of Senior Secured Notes. This Section 2.1(b) shall apply only to a Global Senior Secured Security deposited with or on behalf of the Common Depositary.

The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially seven Rule 144A Global Senior Secured Securities in respect of the Senior Secured Notes and one Regulation S Global Senior Secured Security in respect of the Senior Secured Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions.

Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Secured Notes Indenture with respect to any Global Senior Secured Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Secured Security, and the Issuers, the Trustee, the Collateral Agent and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Secured Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Collateral Agent or any agent of the Issuers, the Trustee or the Collateral Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or

3

impair, as between DTC and their Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Secured Security.

(c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Senior Secured Securities shall not be entitled to receive physical delivery of Definitive Securities.

2.2 Authentication.

On the Issue Date, the Trustee or the authentication agent shall authenticate and deliver $3,250,000,000 aggregate principal amount of Global Senior Secured Securities in respect of the Senior Secured Notes and, at any time and from time to time thereafter, the Trustee or the authentication agent shall authenticate and deliver (i) Additional Senior Secured Notes for original issue in an aggregate principal amount specified in such order and (ii) Senior Secured Exchange Securities for issue only in a Senior Secured Notes Registered Exchange Offer, pursuant to a Senior Secured Notes Registration Rights Agreement, for a like principal amount of Original Senior Secured Notes, in each case upon a written order of the Issuers signed by an Officer or authorized signatory of the Issuers. Such order shall specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated and, in the case of an issuance of Additional Senior Secured Notes pursuant to Section 2.01 of the Senior Secured Notes Indenture after the Issue Date, shall certify that such issuance is in compliance with Section 4.03 of the Senior Secured Notes Indenture. The Trustee or the authentication agent shall authenticate Additional Senior Secured Notes upon receipt of a written order of an Authentication Order relating thereto.

2.3 Transfer and Exchange.

(a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request:

(x) to register the transfer of such Definitive Securities; or

(y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

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(A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B) if such Definitive Securities are being transferred to the Issuers, a certification to that effect; or

(C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144A or Regulation S under the Securities Act, a certification to that effect.

(b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Senior Secured Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Senior Secured Security or a Regulation S Global Senior Secured Security except upon satisfaction of the requirements set forth below. Upon receipt by the Registrar of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Registrar, together with:

(i) certification, in the form set forth on the reverse of the Senior Secured Note, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A, or (B) being transferred outside the United States in an offshore transaction in accordance with Rule 903 or 904 under the Securities Act to a person who is not a U.S. person (as defined in Regulation S under the Securities Act); and

(ii) written instructions directing the Registrar to make an adjustment on its books and records with respect to a Rule 144A Global Senior Secured Security (in the case of a transfer pursuant to clause (b)(i)(A)) or a Regulation S Global Senior Secured Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Senior Secured Notes represented by a Rule 144A Global Senior Secured Security or a Regulation S Global Senior Secured Security, as applicable, such instructions to contain information regarding the transferor’s account details at DTC to be credited with such increase,

then the Registrar shall cancel such Definitive Security and cause, or direct the Transfer Agent to cause, in accordance with standing instructions and procedures, the aggregate principal amount of Senior Secured Notes represented by the applicable Rule 144A Global Senior Secured Security or the applicable Regulation S Global Senior Secured Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Rule 144A Global Senior Secured Security or the applicable Regulation S Global Senior Secured Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global Senior Secured Security or Regulation S Global Senior Secured Security, as applicable, is then outstanding, the Issuers shall issue and the Trustee shall authenticate, upon receipt of an Authentication Order, a new Rule 144A Global

5

Senior Secured Security or Regulation S Global Senior Secured Security, as applicable, in the appropriate principal amount. The Registrar shall record the exchange or transfer of a Definitive Security for an interest in a Global Senior Secured Security in accordance with this Section 2.3(b) in the register maintained by it.

(c) Transfer and Exchange of Global Senior Secured Securities.

(i) The transfer and exchange of Global Senior Secured Securities or beneficial interests therein shall be effected through the Common Depositary in accordance with the Senior Secured Notes Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of DTC therefor. A transferor of a beneficial interest in a Global Senior Secured Security shall deliver to the Registrar a written order, given in accordance with DTC’s, procedures, containing information regarding the participant account of DTC to be credited with a beneficial interest in the Global Senior Secured Security. The Registrar shall, in accordance with such instructions, instruct the Common Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Senior Secured Security and to debit the account of the Person making the transfer of the beneficial interest in the Global Senior Secured Security being transferred.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Senior Secured Security to a beneficial interest in another Global Senior Secured Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Senior Secured Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Senior Secured Security from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Senior Secured Security may not be transferred as a whole except by the custodian of DTC or the Common Depositary to a nominee thereof or a successor thereof.

(iv) In the event that a Global Senior Secured Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix A, prior to the consummation of a Senior Secured Notes Registered Exchange Offer or the effectiveness of a Senior Secured Notes Shelf Registration Statement with respect to such Securities, such Senior Secured Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Original Senior Secured Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuers.

(d) Legend. The Senior Secured Notes shall bear the legends set forth below.

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(i) Except as permitted by the following paragraph (ii), each Senior Secured Note certificate evidencing the Global Senior Secured Securities (and all Senior Secured Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY

(I) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES,

(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,

(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE PROVISIONS OF RULE 903 AND RULE 904 UNDER THE U.S. SECURITIES ACT,

(IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR

(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT,

IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND IN EACH OF CASES (III) AND (IV) SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY

7

NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON WITHOUT REGISTRATION EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT.”]¹

(ii) Each Definitive Security shall bear the following additional legends:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(iii) Upon any sale or transfer of a Senior Secured Notes Transfer Restricted Security (including any Senior Secured Notes Transfer Restricted Security represented by a Global Senior Secured Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Senior Secured Notes Transfer Restricted Security for a certificated Senior Secured Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Senior Secured Notes Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Senior Secured Note).

(iv) After a transfer of any Original Senior Secured Notes pursuant to and during the period of the effectiveness of a Senior Secured Notes Shelf Registration Statement with respect to such Original Senior Secured Notes, all requirements pertaining to legends on such Original Senior Secured Note will cease to apply, the requirements requiring any such Original Senior Secured Note issued to certain Holders be issued in global form will cease to apply, and a certificated Original Senior Secured Note or an Original Senior Secured Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Original Senior Secured Notes upon exchange of such transferring Holder’s certificated Original Senior Secured Note or directions to transfer such Holder’s interest in the Global Senior Secured Security, as applicable.

(v) Upon the consummation of a Senior Secured Notes Registered Exchange Offer with respect to the Original Senior Secured Notes, all requirements pertaining to such Original Senior Secured Notes that Original Senior Secured Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Original Senior Secured Notes that do not exchange their Original Senior Secured Notes, and Senior Secured Exchange Securities in certificated or global form, in each case without the restricted securities legend set forth in Exhibit A hereto will be available to Holders that exchange such Original Senior Secured Notes in such Senior Secured Notes Registered Exchange Offer.

¹  Applicable to Regulation S Global Securities only.

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(e) Cancellation or Adjustment of Global Senior Secured Security. At such time as all beneficial interests in a Global Senior Secured Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceled, such Global Senior Secured Security shall be returned to the Registrar for cancellation or retained and canceled by the Registrar. At any time prior to such cancellation, if any beneficial interest in a Global Senior Secured Security is exchanged for certificated Senior Secured Notes, redeemed, repurchased or canceled, the principal amount of Senior Secured Notes represented by such Global Senior Secured Security shall be reduced and an adjustment shall be made on the books and records of the Registrar with respect to such Global Senior Secured Security, by the Registrar, to reflect such reduction.

(f) No Obligation of the Trustee, the Collateral Agent or the Registrar.

(i) None of the Trustee, the Collateral Agent or the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Senior Secured Security, a member of, or a participant in DTC or other Person with respect to the accuracy of the records of DTC or any nominee or of any participant or member thereof, with respect to any ownership interest in the Senior Secured Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the custodian for DTC or the Common Depositary, as applicable) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Senior Secured Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Senior Secured Notes shall be given or made only to or upon the order of the registered Holders (which shall be the custodian for DTC, the Common Depositary or their respective nominees in the case of a Global Senior Secured Security). The rights of beneficial owners in any Global Senior Secured Security shall be exercised only through the custodian for DTC or the Common Depositary, as applicable, subject to the applicable rules and procedures of DTC. The Trustee, the Collateral Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the custodian of DTC or the Common Depositary with respect to the Agent Members and any beneficial owners.

(ii) The Trustee, the Collateral Agent and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Senior Secured Notes Indenture or under applicable law with respect to any transfer of any interest in any Senior Secured Note (including any transfers between or among participants in DTC, members or beneficial owners in any Global Senior Secured Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Senior Secured Notes Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4 Definitive Securities.

(a) A Global Senior Secured Security deposited with the custodian of DTC or the Common Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the

9

principal amount of such Global Senior Secured Security, in exchange for such Global Senior Secured Security, only if such transfer complies with Section 2.3 hereof and (i) the Issuers have consented to such transfer in writing; (ii) the Issuers notify the Trustee in writing that DTC, acting through itself, the custodian for DTC or the Common Depositary, as applicable, are unwilling or unable to continue as a clearing system in respect of such Global Senior Secured Security and a successor clearing system is not appointed by the Issuers within 120 days of such notice; (iii) DTC so requests following a Default under the Senior Secured Notes Indenture (in which case such Senior Secured Notes may be exchanged in whole but not in part); or (iv) the Issuers, at their option, notify the Trustee in writing that they elect to issue Definitive Securities.

(b) Any Global Senior Secured Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the custodian for DTC or the Common Depositary, as applicable, to the Registrar located at its principal corporate trust office, to be so transferred, in whole or from time to time in part, without charge, and the Registrar shall authenticate and deliver, upon such transfer of each portion of such Global Senior Secured Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Senior Secured Security in respect of the Senior Secured Notes transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the custodian of DTC, shall direct. Any Definitive Security delivered in exchange for an interest in the Senior Secured Notes Transfer Restricted Security shall, except as otherwise provided by Section 2.3(d) hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit A hereto.

(c) Subject to the provisions of Sections 2.4(d) hereof, the registered Holder of a Global Senior Secured Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Senior Secured Notes Indenture or the Senior Secured Notes.

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) or 2.4(b) hereof, the Issuers shall promptly make available to the Registrar a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not issued, the Issuers expressly acknowledge, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.05 of the Senior Secured Notes Indenture, the right of any beneficial owner of Senior Secured Notes to pursue such remedy with respect to the portion of the Global Senior Secured Security that represents such beneficial owner’s Senior Secured Notes as if such Definitive Securities had been issued.

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Exhibit A

[FORM OF FACE OF SENIOR SECURED NOTE]

[Global Senior Secured Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SENIOR SECURED NOTES INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Securities Legend]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY

(I) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES,

(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,

A-1

(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE PROVISIONS OF RULE 903 AND RULE 904 UNDER THE U.S. SECURITIES ACT,

(IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR

(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT,

IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND IN EACH OF CASES (III) AND (IV) SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON WITHOUT REGISTRATION EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT.]²

[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

²  Applicable to Regulation S Global Securities only.

A-2

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

[FORM OF SENIOR SECURED NOTE]

No. $

5.750% Senior Secured Note due 2020

CUSIP

ISIN

REYNOLDS GROUP ISSUER INC., A DELAWARE CORPORATION, REYNOLDS GROUP ISSUER LLC, A DELAWARE LIMITED LIABILITY COMPANY AND REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., A COMPANY INCORPORATED AS A SOCIÉTÉ ANONYME (A PUBLIC LIMITED LIABILITY COMPANY) UNDER THE LAWS OF LUXEMBOURG, PROMISE TO PAY TO [            ], OR ITS REGISTERED ASSIGNS, THE PRINCIPAL SUM OF $[            ], AS THE SAME MAY BE REVISED FROM TIME TO TIME ON THE SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL SECURITY ATTACHED HERETO, ON OCTOBER 15, 2020.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Additional provisions of this Senior Secured Note are set forth on the other side of this Senior Secured Note.

A-3

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

REYNOLDS GROUP ISSUER INC.
By
	Name:
	Title:
REYNOLDS GROUP ISSUER LLC
By
	Name:
	Title:
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By
	Name:
	Title:

Dated:

A-4

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

THE BANK OF NEW YORK MELLON, as Trustee,

certifies that this is one of the

Senior Secured Notes referred to in the

Senior Secured Notes Indenture.

By
	Authorized Signatory

*/ If the Senior Secured Note is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL SECURITY”.

A-5

[FORM OF REVERSE SIDE OF SENIOR SECURED NOTE]

5.750% Senior Secured Note due 2020

1. Interest

Reynolds Group Issuer LLC, a Delaware limited liability company (such company being herein called the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (such company being herein called the “US Issuer II” and, together with the US Issuer I, the “ US Issuers”), and Reynolds Group Issuer (Luxembourg) S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), promise to pay interest on the principal amount of this Senior Secured Note at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Senior Secured Notes Registration Rights Agreement) occurs, additional interest will accrue on this Senior Secured Note from and including the date on which any such Registration Default shall occur to but excluding the earlier of the date on which all Registration Defaults have been cured and September 28, 2014, at the applicable rate as determined pursuant to the Senior Secured Notes Registration Rights Agreement.

The Issuers shall pay interest semiannually on April 15 and October 15 of each year, commencing April 15, 2013. Interest on the Senior Secured Notes shall accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from September 28, 2012 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Senior Secured Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2. Method of Payment

The Issuers shall pay interest on this Senior Secured Note (except defaulted interest) to the registered Holder at the close of business on the April 1 or October 1 next preceding the interest payment date even if this Senior Secured Note is canceled after the record date and on or before the interest payment date (whether or not a Business Day). The Issuers shall pay principal, premium, if any, and interest in US Dollars or such other lawful currency of the United States that at the time of payment is legal tender for payment of public and private debts. The Issuers shall make all payments in respect of this Senior Secured Note (including principal, premium, if any, and interest) at the office of the relevant Paying Agent; provided that all such payments [shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof]³ [at the option of the Issuers, may be made through the Principal Paying Agent by mailing a check to the registered address of each Holder thereof]⁴.

³  Applicable if this Security is represented by a Global Senior Secured Security registered in the name of or held by a nominee of, DTC, Clearstream or Euroclear on the relevant record date.

⁴  Applicable if this Security is represented by a Definitive Security on the relevant record date.

A-6

3. Paying Agent and Registrar

Initially, (i) The Bank of New York Mellon (the “Trustee”) shall act as Trustee, Principal Paying Agent (“Principal Paying Agent”), Collateral Agent (the “Collateral Agent”), Transfer Agent (“Transfer Agent”) and Registrar (the “Registrar”) and (ii) Wilmington Trust (London) Limited shall act as Additional Collateral Agent (the “Additional Collateral Agent”). The Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or BP I or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Senior Secured Securities) or Registrar.

4. Indenture

The Issuers issued the Senior Secured Notes under an Indenture dated as of September 28, 2012 (the “Senior Secured Notes Indenture”), among the Issuers, the Trustee, the Collateral Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the Additional Collateral Agent. The terms of the Senior Secured Notes include those stated in the Senior Secured Notes Indenture. Terms defined in the Senior Secured Notes Indenture and not defined herein have the meanings ascribed thereto in the Senior Secured Notes Indenture. The Senior Secured Notes are subject to all terms and provisions of the Senior Secured Notes Indenture, and the Holders (as defined in the Senior Secured Notes Indenture) are referred to the Senior Secured Notes Indenture for a statement of such terms and provisions.

The Senior Secured Notes are senior secured obligations of the Issuers. This Senior Secured Note is one of the Original Senior Secured Notes referred to in the Senior Secured Notes Indenture. The Senior Secured Notes include the Original Senior Secured Notes and any Additional Senior Secured Notes. The Original Senior Secured Notes and any Additional Senior Secured Notes are treated as a single class of securities under the Senior Secured Notes Indenture. The Senior Secured Notes Indenture imposes certain limitations on the ability of the Issuers, BP I, BP II and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, impair the security, create or incur Liens and make Asset Sales. The Senior Secured Notes Indenture also imposes limitations on the ability of the Issuers and the Senior Secured Note Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Senior Secured Notes Indenture also imposes limitations on the ability of the Issuers to undertake certain activities.

To the extent any provision of the Senior Secured Notes conflicts with the express provisions of the Senior Secured Notes Indenture, the provisions of the Senior Secured Notes Indenture shall govern and be controlling.

5. Optional Redemption

Except as set forth in this Section 5 and Section 6 below, the Senior Secured Notes shall not be redeemable at the option of the Issuers prior to October 15, 2015. Thereafter, the Issuers may redeem the Senior Secured Notes at their option, in whole or in part, at any time

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or from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 15 of the years set forth below. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Period	Redemption Price
2015		104.313	%
2016		102.875	%
2017		101.438	%
2018 and thereafter		100.000	%

In addition, at any time and from time to time prior to October 15, 2015, the Issuers may redeem the Senior Secured Notes at their option, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at a redemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed plus the Applicable Premium (as calculated by the Issuers or on behalf of the Issuers by such person as the Issuers shall designate) as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Notwithstanding the foregoing, at any time and from time to time prior to October 15, 2015, the Issuers may at their option redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any issuance of any Additional Senior Secured Notes) with the net cash proceeds of one or more Equity Offerings (1) by BP I or (2) any direct or indirect parent of BP I, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of BP I or any of its Subsidiaries or used to purchase Capital Stock (other than Disqualified Stock) of any such entity from it, at a redemption price (expressed as a percentage of principal amount thereof) of 105.750%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any issuance of any Additional Senior Secured Notes) remain outstanding after each such redemption; provided further, however, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Senior Secured Notes being redeemed and otherwise in accordance with the procedures set forth in the Senior Secured Notes Indenture.

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Any notice of any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, a Change of Control, a financing or any other transaction or event. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

6. Redemption for Taxation Reasons

The Issuers may redeem the Senior Secured Notes, at their option, in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days’ prior notice (which notice will be irrevocable) to the secured noteholders mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of secured noteholders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts (as defined in Section 7 below), if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of:

(1) any change in, or amendment to, the law or treaties (or any regulations, protocols or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined in Section 7 below) affecting taxation; or

(2) any change in official position regarding the application, administration or interpretation of such laws, treaties, protocols, regulations or rulings (including a holding, judgment or order by a government agency or court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

any Payor (as defined in Section 7 below), with respect to the Senior Secured Notes or a Senior Secured Note Guarantee is, or on the next date on which any amount would be payable in respect of the Senior Secured Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such payment would be reasonable, the payment through another Payor); provided, however, that no Payor shall be required to take any measures that in the Issuers’ good faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person.

In the case of any Payor, the Change in Tax Law must be announced or become effective on or after the date of the Offering Circular. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the

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Payor would be obliged to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Senior Secured Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (a) an Officers’ Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the secured noteholders.

Subject to the terms of the applicable redemption notice, Senior Secured Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Senior Secured Notes or portions of them called for redemption.

The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. The foregoing provisions will survive any termination, defeasance or discharge of the Senior Secured Notes Indenture.

7. Withholding Taxes

All payments made by any Issuer or any Senior Secured Note Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or with respect to the Senior Secured Notes or any Senior Secured Note Guarantee will be made without withholding or deduction for, or on account of, any Taxes unless such withholding or deduction is required by law or FATCA; provided, however, that a Payor, in any case, may withhold from any interest payment made on the Senior Secured Notes to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on the Senior Secured Notes were treated as income from sources within the U.S. for U.S. federal income tax purposes. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having power to tax) from or through which payment on the Senior Secured Notes or any Senior Secured Note Guarantee is made by such Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(2) any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor that actually makes a payment on the Senior Secured Notes or its Senior Secured Note Guarantee is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax,

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(each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made by a Payor with respect to the Senior Secured Notes or any Senior Secured Note Guarantee, including payments of principal, redemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the secured noteholders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on the Senior Secured Notes or the Senior Secured Note Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1) any Taxes that would not have been so imposed or levied but for the existence of any present or former connection between the relevant secured noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant secured noteholder, if such secured noteholder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Senior Secured Note, the receipt of any payment in respect thereof or the perfection or enforcement of any security interest related to the Senior Secured Notes;

(2) any Taxes that would not have been so imposed or levied if the holder of the Senior Secured Note had complied with a reasonable request in writing of the Payor (such request being made at a time that would enable such holder acting reasonably to comply with that request) to make a declaration of nonresidence or any other claim or filing or satisfy any certification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided, however, that such declaration of nonresidence or other claim, filing or requirement is required by the applicable law, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes);

(3) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest under the Senior Secured Notes or any Senior Secured Note Guarantee;

(4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;

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(5) any Taxes that are required to be deducted or withheld on a payment pursuant to the Directive or any law implementing, or introduced in order to conform to, the Directive;

(6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes imposed in connection with a Senior Secured Note presented for payment by or on behalf of a secured noteholder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Senior Secured Note to, or otherwise accepting payment from, another paying agent in a member state of the European Union;

(7) any Taxes arising under FATCA; or

(8) any combination of the above.

Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Senior Secured Note for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the secured noteholder or (y) where, had the beneficial owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the same are not obtainable, such Payor will provide the Trustee with other evidence reasonably satisfactory to the applicable Holder.

If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Senior Secured Notes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to secured noteholders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officers’ Certificate and such other information as promptly as practicable after the date that is 30 days prior to the payment date, but no less than five (5) Business Days prior thereto, and otherwise in accordance with the requirements of DTC).

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Wherever in the Senior Secured Notes Indenture, the Senior Secured Notes, or any Senior Secured Note Guarantee there is mentioned, in any context:

(1) the payment of principal,

(2) redemption prices or purchase prices in connection with a redemption or purchase of Senior Secured Notes,

(3) interest, or

(4) any other amount payable on or with respect to any of the Senior Secured Notes or any Senior Secured Note Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this Section 7 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Senior Secured Notes, the Senior Secured Notes Indenture, or any other document or instrument in relation thereto (other than a transfer of the Senior Secured Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction, and the Payor agrees to indemnify the secured noteholders and the Trustee for any such Taxes paid by such secured noteholders. The foregoing obligations will survive any termination, defeasance or discharge of the Senior Secured Notes Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein.

8. Sinking Fund

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Senior Secured Notes.

9. Notice of Redemption

Notice of redemption shall be mailed by first-class mail (or otherwise delivered in accordance with applicable DTC procedures) upon not less than 30 days nor more than 60 days’ prior notice to each Holder’s registered address. Senior Secured Notes in denominations of $2,000 or less may be redeemed in whole but not in part. The Trustee may select for redemption portions of the principal of Senior Secured Notes that have denominations larger than $2,000. Senior Secured Notes and portions thereof selected by the Trustee shall be in principal amounts of $2,000 or a whole multiple of $1,000 in excess thereof, except that if all of the Senior Secured Notes of a Holder are to be redeemed, the entire outstanding amount of Senior Secured Notes held by such Holder, even if not in a multiple of $1,000 shall be redeemed. If money sufficient to pay the redemption price of and accrued and unpaid interest and premiums (if any) on all Senior Secured Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Senior Secured Notes (or such portions thereof) called for redemption.

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10. Repurchase of Senior Secured Notes at the Option of the Holders upon Change of Control and Asset Sales

Upon the occurrence of a Change of Control, each Holder will have the right, subject to certain conditions specified in the Senior Secured Notes Indenture, to require the Issuers to repurchase all or any part of such Holder’s Senior Secured Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest and premiums, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Senior Secured Notes Indenture.

In accordance with Section 4.06 of the Senior Secured Notes Indenture, the Issuers shall be required to offer to purchase Senior Secured Notes upon the occurrence of certain events in connection with certain Asset Sales.

11. Guarantees

Each of the Senior Secured Note Guarantors will jointly and severally, irrevocably and unconditionally guarantee on a senior basis to the extent set forth in the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement (i) the full and punctual payment when due of all obligations of the Issuers under the Senior Secured Notes Indenture and this Senior Secured Note and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under the Senior Secured Notes Indenture and this Senior Secured Note.

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12. Security

The Senior Secured Notes and the Senior Secured Note Guarantees will, with certain exceptions, have the benefit of Liens in the Collateral, which will consist of first priority security interests shared with the other First Lien Obligations, including the Issuers’ Existing Secured Debt (subject to Permitted Liens, which may rank ahead of the first priority security interests for the benefit of the Senior Secured Notes, and except as otherwise set forth in the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement), in the Collateral; provided, however, that in no event shall more than 65% of the total outstanding voting Equity Interests, or any of the assets, of any US Controlled Foreign Subsidiary be required to be pledged. In addition, as set forth in Section 12.01(a) of the Senior Secured Notes Indenture, the value of the stock pledged as Collateral by the Senior Secured Note Guarantors with respect to the Senior Secured Notes will include shares of capital stock of such Senior Secured Note Guarantors only to the extent that the securing of the Senior Secured Notes with such capital stock would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X, except that the limitations on stock collateral set forth in this sentence shall not apply to shares of Capital Stock of BP I at any time.

13. Denominations; Transfer; Exchange

The Senior Secured Notes are in registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of Senior Secured Notes in accordance with the Senior Secured Notes Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents, furnish information regarding the account of the transferee at DTC, where appropriate, furnish certain certificates and opinions, and pay any taxes, duties and governmental charges in connection with such transfer or exchange. The Registrar need not register the transfer of or exchange any Senior Secured Notes selected for redemption (except, in the case of a Senior Secured Note to be redeemed in part, the portion of the Senior Secured Note not to be redeemed) or to transfer or exchange any Senior Secured Notes for a period of 15 days prior to a selection of Senior Secured Notes to be redeemed.

14. Persons Deemed Owners

The registered Holder of this Senior Secured Note shall be treated as the owner of it for all purposes.

15. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at its written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

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16. Discharge and Defeasance

Subject to certain conditions, the Issuers at any time may terminate some of or all their obligations under the Senior Secured Notes and the Senior Secured Notes Indenture if the Issuers, among other things, deposit with the Trustee money, US Government Obligations, or a combination thereof, for the payment of principal, premium, if any, and interest on the Senior Secured Notes to redemption or maturity, as the case may be.

17. Amendment; Waiver

Subject to certain exceptions set forth in the Senior Secured Notes Indenture, (i) the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and any Security Document may be amended with the consent of the Holders of a majority in principal amount of the outstanding Senior Secured Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Senior Secured Notes. Subject to certain exceptions set forth in the Senior Secured Notes Indenture, without the consent of any Holder, the Issuers, the Collateral Agent, the Additional Collateral Agent and the Trustee may amend the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and any Security Document: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Senior Secured Notes Indenture (including the release of any Senior Secured Note Guarantee in accordance with the terms of Section 10.06, 12.01(a)(i) and (ii) and 12.06 of the Senior Secured Notes Indenture); (iii) to comply with Article V of the Senior Secured Notes Indenture; (iv) to provide for the assumption by a Successor Company of the obligations of any Issuer under the Senior Secured Notes Indenture and the Senior Secured Notes or to provide for the assumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the Senior Secured Notes Indenture and its Senior Secured Note Guarantee; (v) to provide for uncertificated Senior Secured Notes in addition to or in place of certificated Senior Secured Notes; provided, however, that the uncertificated Senior Secured Notes are issued in registered form for purposes of Section 163(f) of the Code; (vi) to add a Senior Secured Note Guarantee with respect to the Senior Secured Notes; (vii) to add assets to the Collateral; (viii) to release Collateral from any Lien pursuant to the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents; (ix) to the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited under Section 4.17 of the Senior Secured Notes Indenture or otherwise under the Senior Secured Notes Indenture; (x) to add to the covenants of the Issuers, BP I, BP II or any Senior Secured Note Guarantor for the benefit of the Holders or to surrender any right or power conferred upon BP I or BP II; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to evidence and give effect to the acceptance and appointment under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a

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successor Trustee; (xiii) to provide for the accession of the Trustee to any instrument in connection with the Senior Secured Notes; (xiv) to make certain changes to the Senior Secured Notes Indenture to provide for the issuance of Additional Senior Secured Notes; (xv) to comply with any requirement of the SEC in connection with the qualification of the Senior Secured Notes Indenture under the Trust Indenture Act, if such qualification is required; or (xvi) to conform to the text of the Senior Secured Notes Indenture or the Senior Secured Notes to any provision of the description of the senior secured notes in the Offering Circular, to the extent such provision in the description of the senior secured notes in the Offering Circular was intended to be a verbatim recitation of a provision of the Senior Secured Notes Indenture or the Senior Secured Notes.

18. Defaults and Remedies

If an Event of Default (other than an Event of Default related to certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Senior Secured Notes by notice to the Trustee and the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Senior Secured Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the principal of, premium, if any, and interest on all the Senior Secured Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The Holders of a majority in principal amount of the Senior Secured Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Subject to provisions of the Senior Secured Notes Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Senior Secured Notes Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Senior Secured Notes Indenture or the Senior Secured Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Senior Secured Notes have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Senior Secured Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in

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principal amount of outstanding Senior Secured Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Secured Notes Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior Secured Notes Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

19. Trustee Dealings with the Issuer

The Trustee under the Senior Secured Notes Indenture, in its individual or any other capacity, may become the owner or pledgee of Senior Secured Notes and may otherwise collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.

20. No Recourse Against Others

No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, the Senior Secured Notes Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of a Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

21. Authentication

This Senior Secured Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Senior Secured Note.

22. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

23. Governing Law

THIS SENIOR SECURED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW OF

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AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE IN RESPECT OF THIS SENIOR SECURED NOTE. THE PARTIES ACKNOWLEDGE THAT NEW YORK JUDGMENTS ARE NOT ENFORCEABLE IN AUSTRIA.

24. Agreed Tax Treatment

The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to the U.S. federal income tax treatment described in Section 13.16 of the Senior Secured Notes Indenture.

25. Holders’ Compliance with Senior Secured Notes Registration Rights Agreement.

Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Senior Secured Notes Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Issuers to the extent provided therein.

26. CUSIPs; ISINs

The Issuers have caused CUSIPs and ISINs to be printed on the Senior Secured Notes and have directed the Trustee to use CUSIPs and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Senior Secured Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers shall furnish to any Holder of Senior Secured Notes upon written request and without charge to the Holder a copy of the Senior Secured Notes Indenture which has in it the text of this Senior Secured Note. Capitalized terms used but not defined herein shall have the meanings set forth in the Senior Secured Notes Indenture.

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The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

ASSIGNMENT FORM AND CERTIFICATE

To assign this Senior Secured Note, fill in the form below:

I or we assign and transfer this Senior Secured Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                     agent to transfer this Senior Secured Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                           Your Signature:                         

Sign exactly as your name appears on the other side of this Original Senior Secured Note.

The parties shall perform their obligations under or in connection with this assignment exclusively outside of Austria and the performance of any obligations or liability under or in connection with this assignment within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. It is expressly agreed between the parties hereto that any such performance within the Republic of Austria will not establish Austria as the place of performance and shall be deemed not effective with respect to any party hereto. Furthermore, the parties agree that the fulfillment of any contractual obligation under this assignment within the Republic of Austria does not result in a discharge of debt.

In connection with any transfer of any of the Senior Secured Notes evidenced by this form and certificate the undersigned confirms that such Senior Secured Notes are being transferred in accordance with its terms (including in accordance with all applicable securities laws of the States of the United States and other jurisdictions):

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CHECK ONE BOX BELOW

¨    (1) in the United States to a person whom the undersigned reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act) (“QIB”) that purchases for its own account or for the account of a QIB to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A;

¨    (2) outside the United States in an offshore transaction in accordance with Rule 903 or 904 under the Securities Act to a person who is not a U.S. person (as defined in Regulation S under the Securities Act);

¨    (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder;

¨    (4) to the Registrar for registration in the name of the Holder, without transfer;

¨    (5) pursuant to an effective registration statement under the Securities Act; or

¨    (6) to the Issuers.

Unless one of the boxes is checked, the Registrar shall refuse to register any of the Senior Secured Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (2) or (3) is checked, the Registrar shall be entitled to require, prior to registering any such transfer of the Senior Secured Notes, such legal opinions, certifications and other information as the Registrar and, if applicable, the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Signature

Signature

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Senior Secured Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers, BP I and the Senior Secured Note Guarantors as the undersigned has requested pursuant

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to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

Notice: To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR SECURED

SECURITY

The initial principal amount of this Global Senior Secured Security is $            . The following increases or decreases in this Global Senior Secured Security have been made:

Date of Exchange Amount of decrease in
Principal Amount of this
Global Senior Secured
Security Amount of increase in
Principal Amount of this
Global Senior Secured
Security Principal amount of this
Global Senior Secured
Security following such
decrease or increase Signature of authorized
signatory of Trustee or
Common Depositary

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Senior Secured Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Senior Secured Notes Indenture, check the box:

Asset Sale ¨ Change of Control ¨

If you want to elect to have only part of this Senior Secured Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Senior Secured Notes Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof):

$

Date:	Your Signature:
	(Sign exactly as your name appears on the other side of this Senior Secured Note)

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EX-4.6.42

EXHIBIT 4.6.42

EXECUTION VERSION

The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written confirmations or references thereto, into Austria as well as printing out any e-mail communication that refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Senior Secured Note Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid printing out any e-mail communication which refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature that refers to any Senior Secured Note Document to an Austrian addressee.

FIRST SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of November 7, 2012 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) (“BP I”), the affiliates of the Issuers party hereto (the “Additional Senior Secured Note Guarantors”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), under the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11(a)(i) of the Senior Secured Notes Indenture, each Restricted Subsidiary incorporated or otherwise organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia shall be required to enter into its respective Senior Secured Note Guarantee within 135 days following the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion);

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, BP I, the Issuers, the Trustee and the Collateral Agent are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantors hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agree to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

2

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of an Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of an Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantors executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or an Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Additional Senior Secured Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantors executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantors, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

3

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantors in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantors in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or any Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +61292686693

helen.golding@rankgroup.co.nz

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

4

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Australia

Signed, sealed and delivered by CINDI LEFARI as attorney for WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659) by the party’s attorney pursuant to power of attorney dated 3 September 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
Karen Mower		Cindi Lefari
Name of Witness		Name of Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Austria

SIG AUSTRIA HOLDING GMBH
By:
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG COMBIBLOC GMBH
By:
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG COMBIBLOC GMBH & CO. KG REPRESENTED BY ITS GENERAL PARTNER SIG COMBIBLOC GMBH
By:
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Brazil

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By
	/s/ Sergio Henrique Nascimento
	Name: Sergio Henrique Nascimento
	Title: Manager
SIG BEVERAGES BRASIL LTDA.
By
	/s/ Felix Colas Morea
	Name: Felix Colas Morea
	Title: Manager
SIG COMBIBLOC DO BRASIL LTDA.
By
	/s/ Ricardo Lança Rodriguez
	Name: Ricardo Lança Rodriguez
	Title: General Director
By
	/s/ Rodgrigo D. Salamão
	Name: Rodgrigo D. Salamão
	Title: Director of Finance

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

British Virgin Islands

CSI LATIN AMERICAN HOLDINGS CORPORATION
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ Thomas J. Degnan
	Name: Thomas J. Degnan
	Title: Authorized Signatory
By
	/s/ Allen P. Hugli
	Name: Allen P. Hugli
	Title: Authorized Signatory
PACTIV CANADA INC.
By
	/s/ Thomas J. Degnan
	Name: Thomas J. Degnan
	Title: Authorized Signatory
By
	/s/ Allen P. Hugli
	Name: Allen P. Hugli
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Costa Rica

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney-in-Fact

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Channel Islands

SIG ASSET HOLDINGS LTD.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Germany

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Germany

SIG BEVERAGES GERMANY GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
SIG COMBIBLOC GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
SIG COMBIBLOC SYSTEMS GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Germany

SIG EURO HOLDING AG & CO. KGAA towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG, (formerly SIG Reinag AG), acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
	By
		/s/ Cindi Lefari
		Name: Cindi Lefari
		Title: Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
		/s/ Rolf Stangl
		Name: Rolf Stangl
		Title: Chairman of the supervisory board
SIG INFORMATION TECHNOLOGY GMBH
	By
		/s/ Cindi Lefari
		Name: Cindi Lefari
		Title: Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
	By
		/s/ Cindi Lefari
		Name: Cindi Lefari
		Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Germany

SIG BETEILIGUNGS GMBH
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Hong Kong

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney
SIG COMBIBLOC LIMITED
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Hungary

CSI HUNGARY KFT.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Japan

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of USD 20,000
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By
	/s/ Karen M. Mower
	Name: Karen Michelle Mower
	Title: Authorised Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Mexico

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen Michelle Mower
	Title: Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Mexico

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M.Mower
	Title: Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Mexico

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Its authorised representative: Attorney
EVERGREEN PACKAGING INTERNATIONAL B.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Its authorised representative: Attorney
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Its authorised representative: Attorney
REYNOLDS PACKAGING INTERNATIONAL B.V.
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Its authorised representative: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

New Zealand

WHAKATANE MILL LIMITED
By
	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory
and witnessed by
	/s/ Jennie Blizard
	Name: Jennie Blizzard
	Address: Sydney, Australia
	Occupation: Lawyer

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Switzerland

SIG ALLCAP AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG COMBIBLOC GROUP AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG COMBIBLOC PROCUREMENT AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG COMBIBLOC (SCHWEIZ) AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Switzerland

SIG TECHNOLOGY AG
By
	/s/ Cindi Lefari
	Name: Cindi Lefari
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

Thailand

SIG COMBIBLOC LTD.
	By
		/s/ Cindi Lefari
		Name: Cindi Lefari
		Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

United Kingdom

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
IVEX HOLDINGS, LTD.
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
KAMA EUROPE LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
OMNI-PAC U.K. LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

United Kingdom

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
REYNOLDS SUBCO (UK) LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
SIG COMBIBLOC LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney
THE BALDWIN GROUP LIMITED
By
	/s/ Karen Michelle Mower
	Name: Karen Michelle Mower
	Title: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

INTERNATIONAL TRAY PADS & PACKAGING, INC.
By
	/s/ Joseph Doyle
	Name: Joseph Doyle
	Title: Secretary

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Orla Forrester
	Name: Orla Forrester
	Title: Vice President

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Elaine Lockhart
	Name: Elaine Lockhart
	Title: Director

[SIGNATURE PAGE TO THE SEPTEMBER 2012 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]

EX-4.6.43

EXHIBIT 4.6.43

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SEVENTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Note Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, registrar and transfer agent, to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 8.250% Senior Notes due 2021 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the other obligations of the Issuers under the Senior Notes and the Senior Notes Indenture;

WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor with respect to any Senior Note and (ii) to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for the guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the Additional Senior Note Guarantor. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

if to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

and

if to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2011)

EX-4.6.44

EXHIBIT 4.6.44

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

EIGHTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.875% Senior Secured Notes due 2019 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Secured Notes;

WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;

WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate collateral agent with respect to the Designated Collateral (as defined in Amendment No. 1 and Joinder Agreement to the First Lien Intercreditor Agreement, dated January 21, 2010) under the Senior Secured Notes Indenture;

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Additional Senior Secured Note Guarantor hereby agrees to (i) be bound by and become a party to, as if originally named Senior Secured Note Guarantor therein, the First Lien Intercreditor Agreement and (ii) be bound by and become a party to the 2007 UK

2

Intercreditor Agreement, as if originally named Obligor therein, by executing and delivering accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder (except to the extent any such Additional Senior Secured Note Guarantor is bound by and a party thereunder prior to the date hereof).

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Supplemental Senior Secured Notes Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

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12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Paul Barton
Name:	Paul Barton
Title:	Relationship Manager

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – AUGUST 2011)

EX-4.6.45

EXHIBIT 4.6.45

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

NINTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Note Guarantor”), and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), under the indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Notes;

WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and the Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

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7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – AUGUST 2011)

EX-4.6.46

EXHIBIT 4.6.46

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of December 14, 2012 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Note Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), under the indenture dated as of February 15, 2012, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,250,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is required to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Senior Notes;

WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and the Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Notes as follows:

1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all other Senior Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture.

2. Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

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7. No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Note Guarantor in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

If to the Trustee, Principal Paying Agent, Transfer

Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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13. Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.

5

IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012)

EX-4.6.47

EXHIBIT 4.6.47

The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written confirmations or references thereto, into Austria as well as printing out any e-mail communication that refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Senior Secured Note Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid printing out any e-mail communication which refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature that refers to any Senior Secured Note Document to an Austrian addressee.

SECOND SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of December 14, 2012 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), under the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 4.11(a)(i) of the Senior Secured Notes Indenture, each Restricted Subsidiary incorporated or otherwise organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia shall be required to enter into its respective Senior Secured Note Guarantee within 135 days following the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion);

WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, BP I, the Issuers, the Trustee and the Collateral Agent are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Senior Secured Note Guarantor mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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7. No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

8. No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Senior Secured Note Guarantor, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

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(b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

12. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers or the Additional Senior Secured Note Guarantor:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +61292686693

helen.golding@rankgroup.co.nz

If to the Trustee, Original Collateral Agent, Principal Paying Agent,

Transfer Agent or Registrar:

The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com

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If to the Additional Collateral Agent:

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

13. Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.

REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – SEPTEMBER 2012)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – SEPTEMBER 2012)

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – SEPTEMBER 2012)

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By:	/s/ Paul Barton
Name:	Paul Barton
Title:	Relationship Manager

SUPPLEMENTAL INDENTURE

(SENIOR SECURED NOTES – SEPTEMBER 2012)

EX-4.12.15

EXHIBIT 4.12.15

EXECUTION VERSION

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

$3,250,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2020

REGISTRATION RIGHTS AGREEMENT

September 28, 2012

Credit Suisse Securities (USA) LLC

as representative of the Initial Purchasers (as defined below)

Eleven Madison Avenue

New York, New York 10010-3629

Ladies and Gentlemen:

Reynolds Group Issuer LLC, a limited liability company organized under the laws of the State of Delaware (the “US Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of the State of Delaware (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the US Issuers, the “Issuers”) issued and sold to Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the other purchaser named therein, (collectively, the “Initial Purchasers”), pursuant to and upon the terms set forth in the Purchase Agreement dated September 14, 2012 (the “Purchase Agreement”), $3,250,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2020 (the “Initial Securities”), to be unconditionally guaranteed (the “Guarantees”) on the Closing Date (as defined in the Purchase Agreement) by the Closing Date Guarantors (as defined in the Purchase Agreement) and from time to time after the Closing Date, by the Post Closing Date Guarantors (as defined in the Purchase Agreement and, together with the Closing Date Guarantors, the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated as of September 28, 2012 (the “Indenture”), among the Issuers, the Closing Date Guarantors, The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent, collateral agent, and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent. From time to time after the Closing Date, on the date any Post Closing Date Guarantor guarantees the Initial Securities, such Post Closing Date Guarantor shall, and the Company (as defined below) shall cause it to, join this Registration Rights Agreement (this “Agreement”) by execution and delivery of the joinder attached hereto as Annex A (the “Registration Rights Agreement Joinder”), pursuant to which each such Post Closing Date Guarantor shall obtain the same rights and be subject to the same obligations as the Guarantors party hereto, as though such Post Closing Date Guarantor had entered into this Agreement on the date hereof. As used herein, references to the “Company” refer to (i) the Issuers, (ii) the Closing Date Guarantors and (iii) following the execution of a Registration Rights Agreement Joinder by any Post Closing Date Guarantor, such Post Closing Date Guarantor. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

As an inducement to the Initial Purchasers, for whom Credit Suisse Securities (USA) LLC is acting as representative, to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

1. Registered Exchange Offer. To the extent not prohibited by any applicable law or interpretation of the staff of the Securities and Exchange Commission (the “Commission”), the Company shall prepare, and use its commercially reasonable efforts to file, a registration statement with the Commission (the “Exchange Offer Registration Statement”) on an appropriate form under the United States Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall (i) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to 365 days (or if the 365th day is not a business day, the first business day thereafter) after the date of original issuance of the Initial Securities (the “Issue Date”), (ii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, offer the Exchange Securities of each series in exchange for the Initial Securities of the relevant series and (iii) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof; provided, however, that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that at the time of the commencement of the Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Securities (as defined below), acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex B hereto on the cover, (b) Annex C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and (c) Annex D hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if an Initial Purchaser is permitted and elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to

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permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be 180 days (or such shorter period during which all Participating Broker-Dealers (as defined below) are required by law to deliver such prospectus) (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.”

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver or cause to be delivered to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

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Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the Issue Date.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or, if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) such Holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Notwithstanding any other provisions hereof, the Company shall use its commercially reasonable efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2. Shelf Registration. If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 365 days of the Issue Date, (iii) any Initial Purchaser so requests with respect to Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than the Initial Purchasers) is prohibited by law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Securities acquired by it in the Registered Exchange Offer without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such holder (other than in either case (x) due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act or (y) due to such holder’s inability to make the representations set forth in the second to last paragraph of Section 1 hereof), and such Holder notifies the Company in writing on or before the 60th day following the consummation of the Registered Exchange Offer, the Company shall take the following actions:

(a) The Company shall use commercially reasonable efforts to file with the Commission and cause to make available an effective (unless it becomes effective automatically upon filing) shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”) (A) in the case of clause (i) of the immediately preceding

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paragraph, on or prior to the 365th day after the Issue Date, and (B) in the case of clause (ii), (iii) or (iv) of the immediately preceding paragraph, as promptly as possible after the 365th day after the Issue Date; provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall keep the Shelf Registration Statement effective until the earlier of (A) all such Securities covered by such Shelf Registration Statement (i) become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144 or (ii) have been sold pursuant to the Shelf Registration Statement and (B) the date that is two years from the Issue Date.

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year, if the Board of Directors/Member of the Issuers determines, reasonably and in good faith, that (x) the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors/Member of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall use its commercially reasonable efforts to (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that any Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such reasonable comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex B hereto on the cover, in Annex C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex D hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex E hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by any Initial Purchaser in writing, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as

5

amended (the “Exchange Act”)), of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), to the extent required by law or interpretation of the staff of the Commission, the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall use its commercially reasonable efforts to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, such consent not to be unreasonably withheld, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.

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(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement; provided, however, that such persons shall not be authorized by the Company to deliver, and shall not deliver, any such prospectus after the expiration of the period referred to in Section 2(b), in connection with the resales contemplated by this paragraph.

(h) Prior to any public offering of the Securities pursuant to any Registration Statement, the Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject or (iii) make any changes to their certificate of incorporation, by-laws or other organizational documents, or any agreement between them and any of their shareholders.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the

7

circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). The Initial Purchasers, each Holder and any Participating Broker-Dealers agree that upon the receipt of any such written notice from the Company, they will not distribute copies of the prospectus that are the subject of such notice and will retain such copies in their files.

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l) The Company will comply in all material respects with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority of the aggregate principal amount of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p) In the case of any Shelf Registration, the Company shall make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company customarily inspected by underwriters in primary underwritten offerings and use its commercially reasonable efforts to cause the Company’s officers, directors, employees, accountants and auditors to supply all

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relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by counsel to the Initial Purchasers and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; provided further, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential (any such information, “Confidential Information”), until such time as (A) such Confidential Information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise except as a result of a breach of this or any other obligation of confidentiality to the Company known to such party), or (B) such person shall be required (pursuant to an agreement in form and substance reasonably satisfactory to such person and the Company) so to disclose such Confidential Information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement so that the Company, at its expense, may undertake appropriate action to prevent disclosure of such Confidential Information or records), or (C) such Confidential Information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus or is necessary to include therein in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Notwithstanding anything contained herein to the contrary, if retained as an underwriter, initial purchaser or placement agent by the Company, each of the Initial Purchasers will at all times be entitled to retain all Confidential Information and to use it without any liability to the Company, (i) in carrying out its legal and contractual obligations as an underwriter, initial purchaser or placement agent, as appropriate in any transaction and (ii) to assert any defenses available under the various U.S. state and federal securities laws and other applicable foreign laws, including, without limitation, “due diligence” defenses.

(q) In the case of any Shelf Registration, the Company, if requested by Holders of a majority of the aggregate principal amount of Securities covered thereby, shall cause (i) its counsel to deliver an opinion relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of one applicable time identified by such majority of Holders and managing underwriters, the absence from such prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B),

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of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver such documents and certificates and updates thereof as may be reasonably requested by any underwriters of the applicable Securities and that are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to, and to evidence compliance with any customary conditions contained in, an underwriting agreement and (iii) cause their independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to such Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72 (or any successor bulletins).

(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, which Initial Purchaser or Participating Broker-Dealer has represented to the Company that it may have a “due diligence” defense under the various U.S. state and federal securities laws, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Schedule C of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall use its commercially reasonable efforts to mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t) The Company will use its commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory Authority, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will use commercially reasonable efforts to assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 5121) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

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(v) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.

5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability that the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. For the avoidance of doubt, any indemnification provided by any Guarantor organized under the laws of Switzerland is limited by applicable Swiss capital maintenance rules.

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(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability that such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; provided, however, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; provided further, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. If the indemnifying party does not assume the defense of such action, it is understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for fees and expenses of more than one separate law firm of attorneys (in addition to one separate law firm of local attorneys in each such jurisdiction) at any time for all such indemnified parties, which firms shall be designated in writing by the applicable indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the

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indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim that is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages that such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):

(i) the Exchange Offer Registration Statement does not become effective by the 365th day after the Issue Date;

(ii) the Registered Exchange Offer is not completed within 35 days after the Exchange Offer Registration Statement becomes effective;

(iii) if required pursuant to Section 2, an effective Shelf Registration Statement is not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to make such Shelf Registration Statement available arises; or

(iv) after either (x) the Exchange Offer Registration Statement is declared (or becomes automatically) effective, and prior to the completion of the Registered Exchange Offer, or (y) the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) and the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

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Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been cured and (ii) the date that is two years after the Issue Date. The rate of the Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per annum, regardless of the number of Registration Defaults that shall have occurred and are continuing.

(b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until the earlier of (i) the date on which such Registration Default is cured and (ii) the date that is two years after the Issue Date. A Registration Default referred to in Section 6(a)(i) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated.

(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act, (v) after such time as the Registered Exchange Offer has been consummated (or, if a Shelf Registration Statement is required to be filed, the Shelf Registration Statement has been declared effective), the date on which such Initial Security would be saleable (if it were held by a non-Affiliate) pursuant to Rule 144 under the Securities Act without restrictions on volume or manner of sale or (vi) the date on which such Initial Security shall cease to be outstanding.

7. Rules 144 and 144A. The Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales

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of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering; provided, however, that the Managing Underwriters shall be reasonably satisfactory to the Company.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.

(b) Joinders. From time to time after the date hereof, on the date that any Post Closing Date Guarantor guarantees the Initial Securities, the Company shall cause such Post Closing Date Guarantor to join this agreement by executing and delivering a joinder to this agreement, pursuant to which it shall obtain the same rights and be subject to the same obligations as the Guarantors party hereto, as though it had entered into this Agreement on the date hereof; provided, however, that a Post Closing Date Guarantor shall not be required to join this Agreement after the Registered Exchange Offer has been completed or a Shelf Registration Statement has been declared effective.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier that guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 9(c), which address initially is, with respect to each Holder, the address of such Holder to which confirmation of the sale of the Securities to such Holder was first sent by an Initial Purchaser, with a copy in like manner to you as follows:

(2) if to the Initial Purchasers;

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Facsimile: (212) 325-4296

Attention: Transactions Advisory Group

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Facsimile: (212) 474-3700

Attention: Kris F. Heinzelman, Esq.

(3) if to the Company;

c/o Reynolds Group Holdings Limited

1900 W. Field Court

Lake Forest, IL 60045

Facsimile: (847) 615-6417

Attention: Joseph E. Doyle, Group Legal Counsel

with copies to:

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Facsimile: + 64 9 3666 263

Attention: Helen Golding

and to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6836

Attention: Steven J. Slutzky, Esq.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(d) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

(e) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Execution and delivery of this agreement by delivery of a facsimile or an electronically recorded copy (including a .pdf file) bearing a copy of the signature of a party shall constitute a valid and binding execution and delivery of this agreement by such party. Such copies shall constitute enforceable original documents.

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(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(i) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) irrevocably designates and appoints Reynolds Group Holdings Inc. (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and Reynolds Group Holdings Inc. accepts and acknowledges such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Reynolds Group Holdings Inc. and written notice of said service to the Company shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of Reynolds Group Holdings Inc. in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuers and the Guarantors in accordance with its terms.

[Remainder of page intentionally left blank]

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Very truly yours,
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
By:	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorized Signatory
REYNOLDS GROUP ISSUER INC.
By:	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary
REYNOLDS GROUP ISSUER LLC
By:	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

[Signature page to Registration Rights Agreement]

BAKERS CHOICE PRODUCTS, INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
BLUE RIDGE HOLDING CORP.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
BRPP, LLC
BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
BLUE RIDGE PAPER PRODUCTS INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary

[Senior Secured Notes Registration Rights Agreement]

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
CSI MEXICO LLC
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
CSI SALES & TECHNICAL SERVICES INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary

[Senior Secured Notes Registration Rights Agreement]

EVERGREEN PACKAGING INC.
	By
		/s/ John C. Pekar
		Name: John C. Pekar
		Title: Assistant Secretary
EVERGREEN PACKAGING INTERNATIONAL (US) INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
EVERGREEN PACKAGING USA INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GPACSUB LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GPC CAPITAL CORP. I
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GPC CAPITAL CORP. II
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary

[Senior Secured Notes Registration Rights Agreement]

GPC HOLDINGS LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GPC OPCO GP LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GPC SUB GP LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING ACQUISITION CORP.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING COMPANY INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING COMPANY, L.P. BY: GPC OPCO GP LLC, its General Partner
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary

[Senior Secured Notes Registration Rights Agreement]

GRAHAM PACKAGING GP ACQUISITION LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
BY: BCP/GRAHAM HOLDINGS L.L.C., its General Partner
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING LC, L.P.
BY: GRAHAM PACKAGING GP ACQUISITION LLC, its General Partner
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING LP ACQUISITION LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING MINSTER LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary

[Senior Secured Notes Registration Rights Agreement]

GRAHAM PACKAGING PET TECHNOLOGIES INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President, Secretary and General           Counsel
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President, Secretary and General           Counsel
GRAHAM PACKAGING PX COMPANY
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President, Secretary and General           Counsel
GRAHAM PACKAGING PX HOLDING CORPORATION
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING PX, LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM PACKAGING REGIOPLAST STS INC.
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary

[Senior Secured Notes Registration Rights Agreement]

GRAHAM PACKAGING WEST JORDAN, LLC
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
GRAHAM RECYCLING COMPANY, L.P. BY: GPC SUB GP LLC, its General Partner
	By
		/s/ Joseph B. Hanks
		Name: Joseph B. Hanks
		Title: Vice President and Secretary
NEWSPRING INDUSTRIAL CORP.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PACTIV GERMANY HOLDINGS, INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PACTIV INTERNATIONAL HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PACTIV LLC
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President

[Senior Secured Notes Registration Rights Agreement]

PACTIV MANAGEMENT COMPANY LLC
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PCA WEST INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PRAIRIE PACKAGING, INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
PWP INDUSTRIES, INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President
RENPAC HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Secretary
REYNOLDS CONSUMER PRODUCTS INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary

[Senior Secured Notes Registration Rights Agreement]

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
	By
		/s/ Cindi Lefari
		Name: Cindi Lefari
		Title: Vice President and Assistant Treasurer
REYNOLDS FLEXIBLE PACKAGING INC.
	By
		/s/ Joseph E. Doyle
		Name: Joseph E. Doyle
		Title: Vice President and Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
	By
		/s/ Joseph E. Doyle
		Name: Joseph E. Doyle
		Title: Vice President and Assistant Secretary
REYNOLDS GROUP HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Secretary
REYNOLDS MANUFACTURING, INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Secretary
REYNOLDS PACKAGING HOLDINGS LLC
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Vice President and Secretary

[Senior Secured Notes Registration Rights Agreement]

REYNOLDS PACKAGING KAMA INC.
	By
		/s/ Joseph E. Doyle
		Name: Joseph E. Doyle
		Title: Vice President and Assistant Secretary
REYNOLDS PACKAGING LLC
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary
REYNOLDS PRESTO PRODUCTS INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary
REYNOLDS SERVICES INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Secretary

[Senior Secured Notes Registration Rights Agreement]

SIG COMBIBLOC INC.
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary
SIG HOLDING USA, LLC
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Assistant Secretary
SOUTHERN PLASTICS INC.
	By
		/s/ Stephanie Blackman
		Name: Stephanie Blackman
		Title: Secretary
ULTRA PAC, INC.
	By
		/s/ Joseph E. Doyle
		Name: Joseph E. Doyle
		Title: Vice President and Assistant Secretary

[Senior Secured Notes Registration Rights Agreement]

REYNOLDS GROUP HOLDINGS LIMITED
	By
		/s/ Helen Dorothy Golding
		Name: Helen Dorothy Golding
		Title: Authorised Signatory
	and witnessed by
		/s/ Karen Mower
		Name: Karen Mower
		Occupation: Lawyer
		Address: Sydney, Australia
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	By
		/s/ Karen Mower
		Name: Karen Mower
		Title: Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
	By
		/s/ Karen Mower
		Name: Karen Mower
		Title: Authorized Signatory

[Senior Secured Notes Registration Rights Agreement]

The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.

by: CREDIT SUISSE SECURITIES (USA) LLC

On behalf of itself and the several Initial Purchasers

By:	/s/ Michael North
	Name: Michael North
	Title: Director

[Signature page to Registration Rights Agreement]

ANNEX A

REGISTRATION RIGHTS AGREEMENT JOINDER

With respect to the Registration Rights Agreement dated as of September 28, 2012, among Reynolds Group Issuer LLC, a limited liability company organized under the laws of the State of Delaware (the “US Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of the State of Delaware (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the US Issuers, the “Issuers”), the Guarantors listed on the signature page thereto, and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein) (such agreement, the “Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (other than the Issuers) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each case, as of the date hereof and as though it had entered into the Registration Rights Agreement on September 28, 2012. The obligations assumed by the Issuers and the Guarantors under this Joinder shall be joint and several obligations. Capitalized terms used but not defined in this Joinder shall have the meanings given to such terms in the Registration Rights Agreement.

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date (as defined herein) and (ii) in the case of any broker dealer, 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any such Exchange Dealer, Initial Purchaser or broker dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX C

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX D

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date and (ii) in the case of any broker dealer, 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any such Exchange Dealer, Initial Purchaser or broker dealer for use in connection with any such resale. In addition, until             , 20    , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.⁽¹⁾

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date and (ii) in the case of any broker dealer, 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any such Exchange Dealer, Initial Purchaser or broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

⁽¹⁾  In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

ANNEX E

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.12.16

EXHIBIT 4.12.16

EXECUTION VERSION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

REGISTRATION RIGHTS AGREEMENT JOINDER

With respect to the Registration Rights Agreement dated as of September 28, 2012, among Reynolds Group Issuer LLC, a limited liability company organized under the laws of the State of Delaware (the “US Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of the State of Delaware (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the US Issuers, the “Issuers”), the Guarantors listed on the signature page thereto, and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein) (such agreement, the “Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each case, as of the date hereof and as though it had entered into the Registration Rights Agreement on September 28, 2012. The obligations assumed by the Guarantors under this Joinder shall be joint and several obligations. Capitalized terms used but not defined in this Joinder shall have the meanings given to such terms in the Registration Rights Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have signed this joinder to the Registration Rights Agreement this 7th day of November, 2012.

Australia

Signed, sealed and delivered by CINDI LEFARI as attorney for WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659) by the party’s attorney pursuant to power of attorney dated 3 September 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
Karen Mower		Cindi Lefari
Name of Witness		Name of Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Austria

SIG AUSTRIA HOLDING GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GMBH & CO. KG REPRESENTED BY ITS GENERAL PARTNER SIG COMBIBLOC GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Brazil

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
	By
		/s/ Sergio Henrique Nascimento
		Name:	Sergio Henrique Nascimento
		Title:	Manager
SIG BEVERAGES BRASIL LTDA.
	By
		/s/ Felix Colas Morea
		Name:	Felix Colas Morea
		Title:	Manager
SIG COMBIBLOC DO BRASIL LTDA.
	By
		/s/ Ricardo Lança Rodriguez
		Name:	Ricardo Lança Rodriguez
		Title:	General Director
	By
		/s/ Rodgrigo D. Salamão
		Name:	Rodgrigo D. Salamão
		Title:	Director of Finance

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

British Virgin Islands

CSI LATIN AMERICAN HOLDINGS CORPORATION
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Canada

EVERGREEN PACKAGING CANADA LIMITED
	By
		/s/ Thomas J. Degnan
		Name:	Thomas J. Degnan
		Title:	Authorized Signatory
	By
		/s/ Allen P. Hugli
		Name:	Allen P. Hugli
		Title:	Authorized Signatory
PACTIV CANADA INC.
	By
		/s/ Thomas J. Degnan
		Name:	Thomas J. Degnan
		Title:	Authorized Signatory
	By
		/s/ Allen P. Hugli
		Name:	Allen P. Hugli
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Costa Rica

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney-in-Fact

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Channel Islands

SIG ASSET HOLDINGS LTD.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Germany

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Germany

SIG BEVERAGES GERMANY GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC SYSTEMS GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Germany

SIG EURO HOLDING AG & CO. KGAA towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
		/s/ Rolf Stangl
		Name:	Rolf Stangl
		Title:	Chairman of the supervisory board
SIG INFORMATION TECHNOLOGY GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Germany

SIG BETEILIGUNGS GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Hong Kong

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney
SIG COMBIBLOC LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Hungary

CSI HUNGARY KFT.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Japan

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of USD 20,000
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Mexico

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Mexico

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M.Mower
		Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Mexico

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
EVERGREEN PACKAGING INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
REYNOLDS PACKAGING INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

New Zealand

WHAKATANE MILL LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
	and witnessed by
		/s/ Jennie Blizard
		Name:	Jennie Blizzard

Address: Sydney, Australia

Occupation: Lawyer

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Switzerland

SIG ALLCAP AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GROUP AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Switzerland

SIG TECHNOLOGY AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

Thailand

SIG COMBIBLOC LTD.
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

United Kingdom

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
IVEX HOLDINGS, LTD.
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
KAMA EUROPE LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
OMNI-PAC U.K. LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

United Kingdom

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
SIG COMBIBLOC LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
THE BALDWIN GROUP LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE JOINDER TO THE REGISTRATION RIGHTS AGREEMENT]

EX-4.13.35

EXHIBIT 4.13.35

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SUPPLEMENT NO. 36 (this “Supplement”) dated as of November 7, 2012 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a corporation organized under the laws of the state of Delaware (“RGHI”), PACTIV LLC (f/k/a Pactiv Corporation), a limited liability company organized under the laws of the state of Delaware (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS, INC., a Delaware corporation (“RCPI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC (f/k/a Reynolds Consumer Products Holdings Inc.), a limited liability company organized under the laws of the state of Delaware (“RCPH” and, together with RGHI, Pactiv, Evergreen and RCPI, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a corporation organized under the laws of the state of Delaware (together with the U.S. Term Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a limited liability company formed under the laws of the state of Delaware (the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a corporation organized under the laws of the state of Delaware (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), each Subsidiary of Holdings from time to time party thereto (each such Subsidiary, the Borrowers and the Issuers are referred to collectively herein as the “Grantors”) and THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

A. Reference is made to (a) the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to

time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”), (b) the Indenture dated as of November 5, 2009 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2009 Senior Secured Note Indenture”), among the Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee (in such capacity, the “2009 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “February 2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee (in such capacity, the “August 2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (f) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2012 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (g) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended, novated, supplemented, restated or modified from time

2

to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the 2009 Indenture Trustee, the 2010 Indenture Trustee, the February 2011 Indenture Trustee, the August 2011 Indenture Trustee, the 2012 Indenture Trustee, the Administrative Agent and the Loan Parties party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms pursuant to the Collateral Agreement.

C. The Grantors have entered into the Collateral Agreement in order to induce the Secured Parties to extend credit to the Grantors pursuant to the Loan Documents.

D. Section 5.16 of the Collateral Agreement provides that additional U.S. Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of Exhibit A to the Collateral Agreement. International Tray Pads & Packaging, Inc., a North Carolina corporation (the “New U.S. Subsidiary”), is executing this Supplement in accordance with the requirements of the Collateral Agreement and the other Loan Documents to become a Grantor under the Collateral Agreement in order to induce the Secured Parties to extend additional credit and as consideration for credit previously extended, in each case, under the Loan Documents.

Accordingly, the Collateral Agent and the New U.S. Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New U.S. Subsidiary by its signature below becomes a U.S. Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a U.S. Grantor and the New U.S. Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a U.S. Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a U.S. Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New U.S. Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New U.S. Subsidiary’s right, title and interest in and to the Collateral of the New U.S. Subsidiary to the extent provided in the Collateral Agreement. Each reference to a “Grantor” and “U.S. Grantor” in the Collateral Agreement shall be deemed to include the New U.S. Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New U.S. Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

3

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New U.S. Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New U.S. Subsidiary hereby represents and warrants that (a) set forth on Schedules 1 through 12 attached hereto are true and correct schedules of the information, with respect to the New U.S. Subsidiary, required by the Perfection Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b) set forth in Schedule 2(a) hereto, is the true and correct legal name of the New U.S. Subsidiary, its form of organization and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall (except as otherwise permitted by the Collateral Agreement) be in writing and given as provided pursuant to Section 5.01 of the Collateral Agreement.

SECTION 9. The New U.S. Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06 of the Collateral Agreement, mutatis mutandis.

4

IN WITNESS WHEREOF, the New U.S. Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

INTERNATIONAL TRAY PADS & PACKAGING, INC.
By	/s/ Joseph Doyle
Name:	Joseph Doyle
Title:	Secretary

[Signature Page to Supplement No. 36 to Collateral Agreement]

THE BANK OF NEW YORK MELLON, as Collateral Agent
By	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

[Signature Page to Supplement No. 36 to Collateral Agreement]

Schedule 1 to

Supplement No. 36 to the

Collateral Agreement

Schedules to Supplement No. 36 to Collateral Agreement

Schedule 1

Names

Grantor’s Exact Legal Name	Other Legal Names Within the Past 5 years (including date of change)	Change in Identity or Corporate Structure Within the Past 5 years
International Tray Pads & Packaging, Inc.	None	None.

Schedule 2(a) to

Supplement No. 36 to the

Collateral Agreement

Schedule 2(a)

Jurisdictions and Locations

Grantor	Jurisdiction of Organization	Form of Organization	Organizational Identification Number (if any)	Chief Executive Office or Registered Office Address (including county)
International Tray Pads & Packaging, Inc.	North Carolina	Corporation	0307263	3299 NC 5 HWY Aberdeen, NC 28315

Schedule 2(b) to

Supplement No. 36 to the

Collateral Agreement

Schedule 2(b)

Location of Other Persons that Possess Collateral

None.

Schedule 5 to

Supplement No. 36 to the

Collateral Agreement

Schedule 5

UCC Filings

Grantor	UCC Filing Office/County Recorder’s Office
International Tray Pads & Packaging, Inc.	If the filing is sent via mail, the UCC filing address is as follows: NC Secretary of State The Uniform Commercial Code Section PO Box 29626 Raleigh, NC 27626-0626 If the filing is sent via overnight courier, the UCC filing address is as follows: NC Secretary of State Uniform Commercial Code Section 2 South Salisbury St Raleigh NC 27601-2903

Schedule 6 to

Supplement No. 36 to the

Collateral Agreement

Schedule 6

Stock Ownership and Other Equity Interests

None.

Schedule 7 to

Supplement No. 36 to the

Collateral Agreement

Schedule 7

Debt Instruments

None.

Schedule 8 to

Supplement No. 36 to the

Collateral Agreement

Schedule 8

Mortgaged Property and Mortgage Filings

None.

Schedule 9(a) to

Supplement No. 36 to the

Collateral Agreement

Schedule 9(a)

Intellectual Property

Copyrights and Copyright Applications

None.

Schedule 9(b)

Intellectual Property

Patents and Patent Applications

None.

Schedule 9(c) to

Supplement No. 36 to the

Collateral Agreement

Schedule 9(c)

Intellectual Property

Trademarks and Trademark Applications

United States Trademarks

None.

Schedule 9(c) to

Supplement No. 36 to the

Collateral Agreement

Foreign Trademarks

None.

Schedule 10 to

Supplement No. 36 to the

Collateral Agreement

Schedule 10

Commercial Tort Claims

None.

Schedule 11 to

Supplement No. 36 to the

Collateral Agreement

Schedule 11

Deposit Accounts

Grantor	Depositary Institution (including address)	Type of Account	Account Number
International Tray Pads & Packaging, Inc.	First Citizens Bank 390 Southwest Broad St. Southern Pines, NC 28387	Concentration Account	6031612615
International Tray Pads & Packaging, Inc.	First Bank 105 South Sandhills Blvd. Aberdeen, NC 28315	Payroll Account	0281002630

Schedule 12

Securities Accounts

None.

EX-4.13.36

EXHIBIT 4.13.36

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

SUPPLEMENT NO. 37 (this “Supplement”) dated as of December 20, 2012 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a corporation organized under the laws of the state of Delaware (“RGHI”), PACTIV LLC (f/k/a Pactiv Corporation), a limited liability company organized under the laws of the state of Delaware (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS, INC., a Delaware corporation (“RCPI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC (f/k/a Reynolds Consumer Products Holdings Inc.), a limited liability company organized under the laws of the state of Delaware (“RCPH” and, together with RGHI, Pactiv, Evergreen and RCPI, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a corporation organized under the laws of the state of Delaware (together with the U.S. Term Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a limited liability company formed under the laws of the state of Delaware (the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a corporation organized under the laws of the state of Delaware (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), each Subsidiary of Holdings from time to time party thereto (each such Subsidiary, the Borrowers and the Issuers are referred to collectively herein as the “Grantors”) and THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

A. Reference is made to (a) the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings, the guarantors from time to

time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”), (b) the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c) the Indenture dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “February 2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “February 2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture dated as of August 9, 2011 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “August 2011 Senior Secured Note Indenture”) among RGHL US Escrow II LLC, RGHL US Escrow II Inc., The Bank of New York Mellon, as trustee (in such capacity, the “August 2011 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (e) the Indenture dated as of September 28, 2012 (as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise modified from time to time, the “2012 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2012 Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, and (f) the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended, novated, supplemented, restated or modified from time to time, the “First Lien Intercreditor Agreement”), among the Collateral Agent, the 2010 Indenture Trustee, the February 2011 Indenture Trustee, the August 2011 Indenture Trustee, the 2012 Indenture Trustee, the Administrative Agent and the Loan Parties party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms pursuant to the Collateral Agreement.

2

C. The Grantors have entered into the Collateral Agreement in order to induce the Secured Parties to extend credit to the Grantors pursuant to the Loan Documents.

D. Section 5.16 of the Collateral Agreement provides that additional Non-U.S. Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of Exhibit A to the Collateral Agreement. Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “New Non-U.S. Subsidiary”), is executing this Supplement in accordance with the requirements of the Collateral Agreement and the other Loan Documents to become a Grantor under the Collateral Agreement in order to induce the Secured Parties to extend additional credit and as consideration for credit previously extended, in each case, under the Loan Documents.

Accordingly, the Collateral Agent and the New Non-U.S. Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New Non-U.S. Subsidiary by its signature below becomes a Non-U.S. Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a Non-U.S. Grantor and the New Non-U.S. Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Non-U.S. Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Non-U.S. Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Non-U.S. Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Non-U.S. Subsidiary’s right, title and interest in and to the Non-U.S. Grantor Pledged Collateral of the New Non-U.S. Subsidiary to the extent provided in the Collateral Agreement. Each reference to a “Grantor” and “Non-U.S. Grantor” in the Collateral Agreement shall be deemed to include the New Non-U.S. Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Non-U.S. Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Non-U.S. Subsidiary and the Collateral Agent. Delivery of

3

an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Non-U.S. Subsidiary hereby represents and warrants that (a) set forth on Schedules 1, 2(a) and 5 through 7 attached hereto are true and correct schedules of the information, with respect to the New Non-U.S. Subsidiary, required by the Perfection Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b) set forth in Schedule 2(a) hereto, is the true and correct legal name of the New Non-U.S. Subsidiary, its form of organization and its jurisdiction of organization.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall (except as otherwise permitted by the Collateral Agreement) be in writing and given as provided pursuant to Section 5.01 of the Collateral Agreement.

SECTION 9. The New Non-U.S. Subsidiary agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06 of the Collateral Agreement, mutatis mutandis.

4

IN WITNESS WHEREOF, the New Non-U.S. Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By	/s/ Karen M. Mower
	Name: Karen M. Mower
	Title: Authorized Signatory

[Signature Page to Supplement No. 37 to Collateral Agreement]

THE BANK OF NEW YORK MELLON, as Collateral Agent
By	/s/ Catherine F. Donohue
	Name: Catherine F. Donohue
	Title: Vice President

[Signature Page to Supplement No. 37 to Collateral Agreement]

Schedule 1 to

Supplement No. 37 to the

Collateral Agreement

Schedules to Supplement No. 37 to Collateral Agreement

Schedule 1

Names

Grantor’s Exact Legal Name	Other Legal Names Within the Past 5 years (including date of change)	Change in Identity or Corporate Structure Within the Past 5 years
Beverage Packaging Holdings (Luxembourg) V S.A.	None	Previously owned by Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Schedule 2(a) to

Supplement No. 37 to the

Collateral Agreement

Schedule 2(a)

Jurisdictions and Locations

Grantor	Jurisdiction of Organization	Form of Organization	Organizational Identification Number (if any)	Chief Executive Office or Registered Office Address (including county)
Beverage Packaging Holdings (Luxembourg) V S.A.	Luxembourg	a Luxembourg public limited liability company (société anonyme)	In process of registration.	Daniela Cappello at MAS Luxembourg, 6C rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg

Schedule 5 to

Supplement No. 37 to the

Collateral Agreement

Schedule 5

UCC Filings

Grantor	UCC Filing Office/County Recorder’s Office
Beverage Packaging Holdings (Luxembourg) V S.A.	Recorder of Deeds 1101 4th Street, SW, 5th Floor Washington, DC 20024

Schedule 6 to

Supplement No. 37 to the

Collateral Agreement

Schedule 6

Stock Ownership and Other Equity Interests

Issuer	Number of Certificate		Registered Owners	Number and Class of Equity Interest	Percentage of Equity Interests
Reynolds Group Holdings Inc.		2	Beverage Packaging Holdings (Luxembourg) V S.A.	1,000 Common		100.00	%

Schedule 7 to

Supplement No. 37 to the

Collateral Agreement

Schedule 7

Debt Instruments

None.

EX-4.14.5

EXHIBIT 4.14.5

EXECUTION VERSION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

To: The Bank of New York Mellon and Wilmington Trust (London) Limited, as Collateral Agents, and each Representative under the First Lien Intercreditor Agreement (in each case, as such terms are defined below)

JOINDER (this “Joinder”) dated as of September 28, 2012 to the First Lien Intercreditor Agreement dated as of November 5, 2009 as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (as further amended or supplemented from time to time, the “First Lien Intercreditor Agreement”), among THE BANK OF NEW YORK MELLON AND WILMINGTON TRUST (LONDON) LIMITED, as collateral agents for the Secured Parties (in such capacity and together with their respective successors in such capacity, the “Collateral Agents”), CREDIT SUISSE AG, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, as Representative for the Indenture Secured Parties (in such capacity and together with its successors in such capacity, the “2009 Senior Secured Notes Trustee”) under that certain Indenture, dated as of November 5, 2009, among Issuers (as defined therein) and the Bank of New York Mellon, THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “2010 Senior Secured Notes Trustee”) under that certain Indenture, dated as of October 15, 2010, among Escrow Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, THE BANK OF NEW YORK MELLON, as Representative (together with its successors in such capacity, the “February 2011 Senior Secured Notes Trustee”) under that certain Indenture, dated as of February 1, 2011, among Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, THE BANK OF NEW YORK MELLON, as Representative (together with

its successors in such capacity, the “August 2011 Senior Secured Notes Trustee”) under that certain Indenture, dated as of August 9, 2011, among Escrow Issuers (as defined therein), the Bank of New York Mellon and Wilmington Trust (London) Limited, each GRANTOR party thereto (the “Grantors”) and each additional Representative from time to time party thereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B. The Collateral Agents, the Administrative Agent, the 2009 Senior Secured Notes Trustee, the 2010 Senior Secured Notes Trustee, the February 2011 Senior Secured Notes Trustee, the August 2011 Senior Secured Notes Trustee, the Grantors from time to time party thereto and each additional Representative from time to time party thereto have entered into the First Lien Intercreditor Agreement and pursuant to clause (ii) of Section 5.02(c) of the First Lien Intercreditor Agreement in order to create a Series of Additional Obligations, the undersigned Representative (the “New Representative”) is executing this Joinder as Representative on behalf of the Series of Secured Parties it represents with respect to such Additional Obligations under the First Lien Intercreditor Agreement.

C. Pursuant to the terms of the First Lien Intercreditor Agreement, the Grantors have entered into an Additional Agreement under which the Grantors have incurred Additional Obligations. Such Additional Agreement is the Indenture dated as of September 28, 2012 (as supplemented by the Supplemental Indentures (as defined below), the “New Senior Secured Notes Indenture”) relating to the issuance of $3,250 million aggregate principal amount of 5.750% senior secured notes due 2020 among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. (together, the “Issuers”), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent.

D. Pursuant to the terms of the New Senior Secured Notes Indenture and the Security Documents (as defined therein), the Secured Obligations (as defined therein) are secured by the Collateral, and immediately following the effectiveness of this Joinder, shall constitute Additional Obligations under the First Lien Intercreditor Agreement. In connection with the execution of this Joinder, Holdings has on or prior to the date hereof delivered a certificate signed by a Responsible Officer of Holdings as required under Section 5.02(c)(i) of the First Lien Intercreditor Agreement.

E. In consideration of the mutual agreements contained in the First Lien Intercreditor Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Representative, on behalf of the Series of Secured Parties it represents, hereby agrees as follows.

2

SECTION 1. In accordance with the First Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under the First Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Representative and the New Representative hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as a Representative thereunder. Each reference to a “Representative” in the First Lien Intercreditor Agreement shall be deemed to include the New Representative. The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Collateral Agents, each other Representative and the Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally (regardless of whether enforcement is considered in a proceeding at law or in equity) and subject to general principles of equity.

SECTION 3. This Joinder shall become effective when the Collateral Agents shall have received a counterpart of this Joinder that bears the signature of the New Representative. Delivery of an executed signature page to this Joinder by facsimile transmission or e-mail shall be effective as delivery of a manually signed counterpart of this Joinder.

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Any provision of this Joinder held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder and under the First Lien Intercreditor Agreement to the New Representative shall be given to it at its address set forth below, or to such other address as such New Representative may hereafter specify.

3

SECTION 8. The New Representative agrees to reimburse the Collateral Agents for their respective reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Collateral Agents.

[Remainder of Page Intentionally Left Blank]

4

IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien Intercreditor Agreement as of the day and year first above written.

THE BANK OF NEW YORK MELLON, as Trustee under the New Senior Secured Notes Indenture
	By
		/s/ Catherine F. Donohue
		Name: Catherine F. Donohue
		Title: Vice President
Address for Notices: The Bank of New York Mellon 101 Barclay Street 4-E New York, NY 10286 Attn: International Corporate Trust Fax: (212) 815-5366 Email: catherine.donohue@bnymellon.com; lesley.daley@bnymellon.com

[SIGNATURE PAGE TO JOINDER TO FIRST LIEN INTERCREDITOR AGREEMENT]

EX-4.15.8

EXHIBIT 4.15.8

EXECUTION VERSION

ACCESSION AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee.

This Agreement is made on 28 September 2012

BY THE BANK OF NEW YORK MELLON as trustee for certain senior secured notes issued 28 September 2012 and due 2020 (the “September 2012 Notes”) of 101 Barclay Street, Floor 4E, New York, NY 10286 (the “Acceding Party”)

AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the “Intercreditor Agreement”) dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and November 5, 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG (formerly Credit Suisse) as administrative agent, Credit Suisse AG (formerly Credit Suisse), as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG (formerly Credit Suisse), as security trustee.

IT IS AGREED as follows:

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

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

3. The Acceding Party covenants with the Parties to be bound by the terms of the Intercreditor Agreement as trustee of holders of a series of Additional Obligations.

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

5. This Agreement and all non-contractual obligations arising from or connected with it shall be governed by, and construed in accordance with, English law.

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

EXECUTION VERSION

Acceding Party

SIGNED For and on behalf of THE BANK OF NEW YORK MELLON as trustee in respect of the September 2012 Notes	)  /s/ Catherine F. Donohue )  Catherine F. Donohue )  Vice President
Security Trustee
(for itself and all other parties)
SIGNED For and on behalf of CREDIT SUISSE AG	)  /s/ Ian Croft )  Ian Croft )  Assistant Vice President, Operations
	)  /s/ Melanie Harries )  Melanie Harries )  Assistant Vice President, Operations
Collateral Agent
SIGNED For and on behalf of THE BANK OF NEW YORK MELLON	)  /s/ Catherine F. Donohue )  Catherine F. Donohue )  Vice President
Senior Agent
SIGNED For and on behalf of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	)  /s/ Robert Hetu )  Robert Hetu )  Managing Director
	)  /s/ Kevin Buddhdew )  Kevin Buddhdew )  Associate

- 2 -

EX-4.15.9

EXHIBIT 4.15.9

EXECUTION VERSION

Accession Deed

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee.

This agreement is made by way of deed on November 7 , 2012

BY the subsidiary of Reynolds Group Holdings Limited listed on Schedule I hereto, (the “Acceding Party”);

AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the “Intercreditor Agreement”) dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee.

IT IS AGREED as follows:

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

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

3. The Acceding Party covenants with the Parties to be bound by the terms of the Intercreditor Agreement as a Subordinated Guarantor and an Obligor.

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

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

[signature pages follow]

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

Acceding Party

SIGNED as a deed for and on behalf of	)
INTERNATIONAL TRAY PADS &	)
PACKAGING, INC.	)

By	/s/ Joseph Doyle
Name:	Joseph Doyle
Title:	Secretary

ICA ACCESSION DEED

Security Trustee

(for itself and all other parties)

SIGNED	)
For and on behalf of	)
CREDIT SUISSE AG	)

By:	/s/ Ian Croft
Name:	Ian Croft
Title:	Assistant Vice President Operations
By:	/s/ Andrew Earls
Name:	Andrew Earls
Title:	Authorised Signatory

ICA ACCESSION DEED

Collateral Agent

SIGNED	)
For and on behalf of	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

Senior Agent

SIGNED	)
For and on behalf of	)
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	)

By:	/s/ James Moran
Name:	James Moran
Title:	Managing Director
By:	/s/ Tyler R. Smith
Name:	Tyler R. Smith
Title:	Associate

ICA ACCESSION DEED

SCHEDULE I

Subsidiaries of Reynolds Group Holdings Limited

Entity Name	Registered Office Address
1.      International Tray Pads & Packaging, Inc.	3299 NC 5 HWY Aberdeen, NC 28315

EX-4.15.10

EXHIBIT 4.15.10

Accession Deed

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee.

This agreement is made by way of deed on December 14, 2012

BY the subsidiary of Reynolds Group Holdings Limited listed on Schedule I hereto, (the “Acceding Party”);

AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the “Intercreditor Agreement”) dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee.

IT IS AGREED as follows:

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

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

3. The Acceding Party covenants with the Parties to be bound by the terms of the Intercreditor Agreement as a Subordinated Guarantor and an Obligor.

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

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

[signature pages follow]

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

Acceding Party

SIGNED as a deed for and on behalf of	)
BEVERAGE PACKAGING HOLDINGS	)
(LUXEMBOURG) V S.A.	)

By	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

ICA ACCESSION DEED

Security Trustee

(for itself and all other parties)

SIGNED	)
For and on behalf of	)
CREDIT SUISSE AG, London Branch	)

By:	/s/ [Illegible]
Name:	[Illegible]
Title:	Authorized Signatory
By:	/s/ [Illegible]
Name:	[Illegible]
Title:	Authorized Signatory

ICA ACCESSION DEED

Collateral Agent

SIGNED	)
For and on behalf of	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President

Senior Agent

SIGNED	)
For and on behalf of	)
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	)

By:	/s/ Robert Hetu
Name:	Robert Hetu
Title:	Managing Director
By:	/s/ Kevin Buddhdew
Name:	Kevin Buddhdew
Title:	Associate

ICA ACCESSION DEED

SCHEDULE I

Subsidiaries of Reynolds Group Holdings Limited

Entity Name	Registered Office Address
1.      Beverage Packaging Holdings (Luxembourg) V S.A.	6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg

EX-4.524

EXHIBIT 4.524

Execution version

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

EIGHTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

among

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

SIG AUSTRIA HOLDING GMBH

as Grantor

and

SIG COMBIBLOC DO BRASIL LTDA.

as the Company

Dated as of

November 7, 2012

EIGHTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

This Eighth Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among:

(a) SIG AUSTRIA HOLDING GMBH, a limited liability company duly organized and existing in accordance with the laws of Austria, with its registered office at Industriestrasse 3, 5760 Saalfelden, Austria, registered in the commercial register (Firmenbuch) of the County Court Salzburg under registration number 236071 p, Austria, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (“CNPJ/MF”) under nº 08.539.051/0001-06, herein duly represented in accordance with its Charter Documents (together with its successors and permitted assignees, “Grantor”);

(b) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the CNPJ/MF under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(c) SIG COMBIBLOC DO BRASIL LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of São Paulo, State of São Paulo, at Rua Funchal, nº 418, Edifício e-Tower, 14th floor, Vila Olímpia, CEP 04551-060, enrolled with the CNPJ/MF under nº 01.861.489/0001-59 (the “Company”).

WHEREAS, on March 30, 2010, the parties hereto entered into the Quota Pledge Agreement, as amended from time to time (the “Pledge Agreement”).

WHEREAS, the following document was entered into on the date, and by and among the parties described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

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WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer

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Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

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(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

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VI-DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

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(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

SIG AUSTRIA HOLDING GMBH

/s/ Darci Bet

By: Darci Bet

Title: attorney-in-fact

SIG COMBIBLOC DO BRASIL LTDA.

/s/ Ricardo Lança Rodriguez

By: Ricardo Lança Rodriguez

Title: Executive Director

/s/ Rodrigo Dabus Salomão

By: Rodrigo Dabus Salomão

Title: Manager

THE BANK OF NEW YORK MELLON as Collateral Agent acting as agent of and for the benefit of the Secured Parties

/s/ Joaquim José Aceturi de Oliveira

By: Joaquim José Aceturi de Oliveira

Title: attorney-in-fact

WITNESSES:   /s/ Andrea Ribeiro Name: Andrea Ribeiro ID: 23.126.528-1     /s/ Rita Scorzo Name: Rita Scorzo ID: 19.144.022-x

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EX-4.525

EXHIBIT 4.525

EXECUTION VERSION

The taking of this Agreement or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this Agreement is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee

CONFIRMATION AND AMENDMENT AGREEMENT

dated 7 November 2012

between

1. SIG Austria Holding GmbH

2. SIG Combibloc GmbH

3. SIG Combibloc GmbH & Co KG

each as pledgor

and

4. Wilmington Trust (London) Limited

as pledgee and Collateral Agent

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TABLE OF CONTENTS

1.	Definitions	4
2.	Construction	6
3.	Confirmation	7
4.	Amendments	8
5.	Representations and Warranties	10
6.	Notices	10
7.	Execution in Counterparts	10
8.	Stamp duty	11
9.	Miscellaneous	11
10.	Capital maintenance	12
11.	Choice of Law	12
12.	Settlement of disputes	12
Schedules
SCHEDULE 1 List of the Security Documents		14

Recitals

(A) Under the Security Documents (as defined below), each Confirming Party (as defined below) granted a pledge over certain of its property as a security for the Secured Obligations (as defined in each Security Document), in connection with the Credit Agreement (as defined below).

(B) The Confirming Parties and the Collateral Agent (as defined below) are also, among others, parties to the First Lien Intercreditor Agreement (as defined below).

(C) The security granted by or pursuant to the Security Documents is administered by the Collateral Agent for and on behalf of the Secured Parties (as defined in the First Lien Intercreditor Agreement) pursuant to the relevant provisions of the First Lien Intercreditor Agreement.

(D) Among others, Reynolds Group Holdings Limited and the Administrative Agent (as defined in the First Lien Intercreditor Agreement) have entered into the Assumption Agreement (as defined below) amending and restating the Credit Agreement, by which, inter alia, New Incremental Term Loans (as defined in the Assumption Agreement) of up to USD 2,235,000,000 and EUR €300,000,000 have been made available to be used, together with funds otherwise available to Reynolds Group Holdings Limited and its subsidiaries, to prepay in full the Existing Outstanding Term Loans (as defined in the Assumption Agreement), amongst other things.

(E) Pursuant to the indenture dated 28 September 2012, the Issuers (as defined therein) have issued certain secured debt securities.

(F) Each Confirming Party expects to realise, or has realised, direct or indirect benefits as a result of the Assumption Agreement (as defined below) becoming effective and the consummation of the transactions contemplated thereby.

It is agreed as follows:

1. DEFINITIONS

A term defined in the First Lien Intercreditor Agreement shall, unless otherwise defined in this Agreement, have the same meaning when used in this Agreement or any notice given under or in connection with this Agreement and in addition:

Agreement	means this confirmation and amendment agreement, as may be from time to time modified, amended or supplemented.
Assumption Agreement	means the Amendment No. 7 and Incremental Term Loan Assumption Agreement dated 28 September 2012 among (amongst others) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and Credit Suisse AG as the administrative agent, pursuant to which the Credit Agreement was amended and restated.
Collateral Agent	means Wilmington Trust (London) Limited, as joint and several creditor for and on behalf of itself and each of the Secured Parties on the terms and conditions set out in the First Lien Intercreditor Agreement. The term “Collateral Agent” shall include any person for the time being appointed as collateral agent, or as an additional collateral agent, for the purpose of, and in accordance with, the First Lien Intercreditor Agreement and shall include successors, transferees and permitted assigns.

Confirming Party	means each of SIG Austria Holding GmbH, SIG Combibloc GmbH and SIG Combibloc GmbH & Co KG.
Credit Agreement	means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.
First Lien Intercreditor Agreement	means the first lien intercreditor agreement dated as of 5 November 2009 among (amongst others) The Bank of New York Mellon as collateral agent and as trustee under the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse) as administrative agent under the Credit Agreement and the Loan Parties, as amended, novated, supplemented, restated or modified from time to time (including by the Amendment No. 1 and Joinder Agreement dated as of 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement).
Party	means a party to this Agreement. The term “Parties” means any of them.

Senior Secured Notes Indenture	means the senior secured notes indenture entered into, between, among others, the Issuers (as defined therein), The Bank of New York Mellon as trustee, principal paying agent, transfer agent, collateral agent and registrar and Wilmington Trust (London) Limited as additional collateral agent dated as of 28 September 2012, as amended or modified from time to time.
SIG Austria Holding GmbH	means SIG Austria Holding GmbH, a limited liability company organised under the laws of Austria with its seat in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestraße 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN 236071 p.
SIG Combibloc GmbH	means SIG Combibloc GmbH, a limited liability company organised under the laws of Austria with its seat in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestraße 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN 237985 d.
SIG Combibloc GmbH & Co KG	means SIG Combibloc GmbH & Co KG, a limited partnership organised under the laws of Austria with its seat in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestraße 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN 240335 i.
Security Documents	means the documents listed in Schedule 1.

2. CONSTRUCTION

In this Agreement, unless the context otherwise requires:

(a) the rules of interpretation contained in the First Lien Intercreditor Agreement apply to the construction of this Agreement and any notice given under or in connection with this Agreement;

(b) unless otherwise stated, a “Clause” is a reference to a Clause of this Agreement;

(c) unless otherwise stated, a “Schedule” is a reference to a Schedule of this Agreement and references to this Agreement include its Schedules;

(d) words importing the plural shall include the singular and vice versa;

(e) a reference to (or to any specified provision of) any agreement, deed or other instrument (for the avoidance of doubt including, but not limited to, such agreements, deeds or other instruments which are entered into prior to or after the conclusion of this Agreement) is to be construed as a reference to that agreement, deed or other instrument or that provision as from time to time amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified; and

(f) this Agreement is subject to the terms of the First Lien Intercreditor Agreement and of any other Intercreditor Arrangements (as defined in the Security Documents). In the event of a conflict between the terms of this Agreement, the First Lien Intercreditor Agreement or any other Intercreditor Arrangements, the terms of the First Lien Intercreditor Agreement or any other Intercreditor Arrangements, as relevant, will prevail.

3. CONFIRMATION

3.1 Each Confirming Party hereby:

(a) consents to the Assumption Agreement and the transactions contemplated thereby; and

(b) agrees that, notwithstanding the effectiveness or otherwise of the Assumption Agreement and the issuance of the Senior Secured Notes (as defined in the Senior Secured Notes Indenture), each of the Security Documents to which it is a party continues, subject to the Legal Reservations (as defined in the Credit Agreement), to be in full force and effect; and

(c) confirms the pledges and security interests created by or pursuant to the Security Documents to which it is a party and that such pledges and security interests are upheld and remain unaffected; and

(d) acknowledges that the pledges and security interests created by or pursuant to the Security Documents to which it is a party continue in full force and effect subject to the Legal Reservations (as defined in the Credit Agreement) and extend, subject to the limitations therein, to (i) the New Incremental Term Loans (as defined in the Assumption Agreement), which shall be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement, and (ii) the “Secured Obligations” as defined in the Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement.

3.2 Each Confirming Party further confirms and agrees that, with respect to the Security Documents to which it is a party, the obligations under the New Incremental Term Loans (as defined in the Assumption Agreement) and the Senior Secured Notes (as defined in the Senior Secured Notes Indenture) constitute “Secured Obligations” under each Security Document to which it is a party.

3.3 Each of the Confirming Parties hereby agrees that each of the Parallel Debt of such Confirming Party created under the First Lien Intercreditor Agreement or under any guarantor joinder to the First Lien Intercreditor Agreement, in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of the Collateral Agent (for the benefit of the Secured Parties) and shall continue to apply, as applicable, in relation to all Obligations defined in the First Lien Intercreditor Agreement following the effectiveness of the Assumption Agreement.

3.4 For the avoidance of doubt, notwithstanding anything contained herein, this agreement is a Security Document under the First Lien Intercreditor Agreement and each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Security Documents and the First Lien Intercreditor Agreement, respectively, shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

4. AMENDMENTS

The Collateral Agent and SIG Combibloc GmbH & Co KG hereby agree that

(a) Sub-Clause 4.5 of the receivables pledge agreement over the receivables granted by SIG Combibloc GmbH & Co KG in favour of the Collateral Agent shall be replaced by the following wording:

At all times while no Enforcement Event is continuing, the Pledgor is authorised by the Collateral Agent to collect the Receivables in its own name and for its own account and to dispose of, and exercise any rights and claims in relation to, the Receivables in accordance with the terms of the Principal Finance Documents. Subject to sub-Clause 4.7, the Collateral Agent may (as instructed in accordance with the First Lien Intercreditor Agreement) revoke such authorisation at any time if an Enforcement Event has occurred and is continuing.

(b) A new sub-Clause 4.6 shall be added to the receivables pledge agreement over the receivables granted by SIG Combibloc GmbH & Co KG in favour of the Collateral Agent:

Notwithstanding sub-Clause 4.5, the Collateral Agent hereby reassigns to the Pledgor all Existing Receivables and Future Receivables that are subject to a purchase and disposal in connection with any factoring arrangement which is permitted under the Principal Finance Documents (“Factoring Receivables”). Such re-assignment shall be subject to the condition precedent (aufschiebende Bedingung) that the relevant Factoring Receivable has been accepted for purchase under the relevant factoring arrangement. The Pledgor hereby accepts the reassignment of such Factoring Receivables.

(c) A new sub-Clause 4.7 shall be added to the receivables pledge agreement over the receivables granted by SIG Combibloc GmbH & Co KG in favour of the Collateral Agent:

For reasons of precaution, the Collateral Agent and the Pledgor agree that should any of the reassignments contemplated under sub-Clause 4.6 be invalid, the authorisation granted pursuant to sub-Clause 4.5 shall continue to apply to the relevant Factoring Receivables. In such case, the authorisation with respect to the disposal of such Factoring Receivables may not be revoked.

(d) the definition “Receivables” shall be replaced by the following wording:

“Receivables” means the Existing Receivables and the Future Receivables except for any receivables of the Pledgor against the factoring bank under any factoring arrangement which is permitted under the Principal Finance Documents.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Confirming Party hereby represents and warrants to the Collateral Agent as of the date hereof that such Confirming Party (a) is duly organized and validly existing under the laws of Austria and (b) has the power and authority to execute, deliver and perform its obligations under this Agreement.

5.2 Each Confirming Party hereby represents and warrants to the Collateral Agent as of the date hereof that the entry by such Confirming Party into this Agreement and the transactions contemplated in the Assumption Agreement have been duly authorized by all requisite corporate and/or partnership and, if required, stockholder and partner action.

5.3 Each Confirming Party hereby represents and warrants to the Collateral Agent as of the date hereof that this Agreement has been duly executed and delivered by each such Confirming Party and, subject to Legal Reservations (as defined in the Credit Agreement), constitutes a legal, valid and binding obligation of such Confirming Party enforceable against such Confirming Party in accordance with its terms.

6. NOTICES

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

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0) 20 7397 3601

Attention: Paul Barton

7. EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In this respect the Collateral Agent and the Confirming Parties agree not to contest the validity of an uncertified copy of this Agreement in any court or enforcement proceedings in the Republic of Austria.

8. STAMP DUTY

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

9. MISCELLANEOUS

9.1 This Agreement is a Loan Document (as defined in the Credit Agreement) executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms of the Credit Agreement.

9.2 This Agreement shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefore. Nothing herein shall be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any obligations or liabilities of any party under any Credit Document. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

9.3 Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under any Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

9.4 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any

other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced by such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties in respect of the invalid, illegal or unenforceable provision.

9.5 Any amendments, changes, variations or waivers to this Agreement may be made only with the agreement of the Confirming Parties and the Collateral Agent in writing and, if required under Austrian statutory law, in the form of a notarial deed. This applies also to this Clause 9.5.

10. CAPITAL MAINTENANCE

10.1 The liability of the Confirming Parties under this Agreement shall at all times be limited so that no assumption of an obligation under this Agreement be required if this would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) pursuant to Austrian company law, in particular Sections 82 et seq of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq of the Austrian Stock Corporation Act (Aktiengesetz).

10.2 Should any obligation under this Agreement violate or contradict Austrian capital maintenance rules and should therefore be held invalid or unenforceable, such obligation shall be deemed to be replaced by an obligation of a similar nature which is in compliance with Austrian capital maintenance rules and which provides the best possible security interest in favour of the Secured Parties. By way of example, should it be held that the security interest created under a Security Document as amended by this Agreement is contradicting Austrian capital maintenance rules in relation to any amount of the Secured Obligations (as defined in such Security Document), the security interest created under such Security Document as amended by this Agreement shall be reduced to the maximum amount of the Secured Obligations (as defined in such Security Document), which is permitted pursuant to Austrian capital maintenance rules.

11. CHOICE OF LAW

This Agreement shall be governed and construed in accordance with the laws of Austria.

12. SETTLEMENT OF DISPUTES

12.1 Jurisdiction of English Courts

(a) The courts of England, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly no Party will argue to the contrary.

12.2 Clause 12.1 is for the benefit of the Collateral Agent only. As a result, the Collateral Agent shall not be prevented from taking proceedings relating to a dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

12.3 Without prejudice to any other mode of service allowed under any relevant law, the Pledgor:

(a) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Pledgor of the process will not invalidate the proceedings concerned.

SCHEDULE 1

LIST OF THE SECURITY DOCUMENTS

(a) Limited interest pledge agreement over the limited partnership interest in SIG Combibloc GmbH & Co KG granted by SIG Austria Holding GmbH in favour of the Collateral Agent;

(b) General interest pledge agreement over the general partnership interest in SIG Combibloc GmbH & Co KG granted by SIG Combibloc GmbH in favour of the Collateral Agent;

(c) Account pledge agreement over the bank accounts granted by SIG Austria Holding GmbH in favour of the Collateral Agent;

(d) Account pledge agreement over the bank accounts granted by SIG Combibloc GmbH in favour of the Collateral Agent;

(e) Account pledge agreement over the bank accounts granted by SIG Combibloc GmbH & Co KG in favour of the Collateral Agent;

(f) Receivables pledge agreement over the receivables granted by SIG Austria Holding GmbH in favour of the Collateral Agent;

(g) Receivables pledge agreement over the receivables granted by SIG Combibloc GmbH in favour of the Collateral Agent;

(h) Receivables pledge agreement over the receivables granted by SIG Combibloc GmbH & Co KG in favour of the Collateral Agent.

EXECUTION PAGE

SIG Austria Holding GmbH as pledgor

/s/ Cindi Lefari

signed by: Cindi Lefari [please print full name]

Date	November 7, 2012
SIG Combibloc GmbH as pledgor
/s/ Cindi Lefari

signed by: Cindi Lefari [please print full name]

Date	November 7, 2012
SIG Combibloc GmbH & Co KG as pledgor
/s/ Cindi Lefari

signed by: Cindi Lefari [please print full name]

Date November 7, 2012

Wilmington Trust (London) Limited as pledgee and Collateral Agent

/s/ Elaine Lockhart

signed by	Elaine Lockhart
	Director

Date 7 November 2012

EX-4.526

EXHIBIT 4.526

Execution Version

SIG AUSTRIA HOLDING GMBH

as Pledgor

WILMINGTON TRUST (LONDON) LIMITED

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS — SITZ: FRANKFURT AM MAIN — AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 13 -
3.	Purpose of the Pledges		- 14 -
4.	Notice of Pledge		- 14 -
5.	Pledgor’s Right of Disposal		- 15 -
6.	Enforcement of the Pledges		- 15 -
7.	Austrian Limitations on Enforcement		- 16 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 18 -
10.	Indemnity		- 19 -
11.	No liability		- 19 -
12.	Duration and Independence		- 19 -
13.	Release (Pfandfreigabe)		- 19 -
14.	Partial Invalidity; Waiver		- 20 -
15.	Amendments		- 20 -
16.	Austrian Stamp Duty		- 21 -
17.	Notices and their Language		- 22 -
18.	Applicable Law, Jurisdiction		- 23 -
19.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1 List of Current Borrowers			- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
Part 3 List of Current New Secured Notes Guarantors			- 31 -
Schedule 2 List of Accounts			- 37 -
Schedule 3 Form of Notice of Pledge			- 38 -
Schedule 4 Form of Notification of Future Accounts			- 43 -
Schedule 5 Stamp Duty Guidelines			- 45 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Austria Holding GmbH, having its business address as at the date of this Agreement at Industriestraße 3 A-5760 Saalfelden, Austria and registered in the company book (Firmenbuch) of the Republic of Austria under FN 236071 p (the “Pledgor”); and

(2) Wilmington Trust (London) Limited, a private limited company whose registered number is 05650152 and whose registered office address as at the date of this Agreement is at Third Floor, 1 King’s Arms Yard, London EC2R 7AF, United Kingdom, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) The Bank of New York Mellon, the Collateral Agent, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 4 March 2010 (as amended by a confirmation and amendment agreement dated 27 August 2010) and entered into between SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 27 August 2010 and entered into between, inter alios, SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent relating to an account pledge agreement dated 4 March 2010 and entered into between SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent and other as pledgees;

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(c) the account pledge agreement dated 14 January 2011 and entered into between SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee;

(d) the account pledge agreement dated 7 June 2011 and entered into between SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee; and

(e) the account pledge agreement dated 14 October 2011 and entered into between SIG Austria Holding GmbH as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

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“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

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“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

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“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s) and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Stamp Duty Sensitive Document” shall mean (a) any original of any Credit Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Credit Document.

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“Stamp Duty Guidelines” means the stamp duty guidelines set out in Schedule 5 (Stamp Duty Guidelines).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.4 The Pledgor acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions given in accordance with the Principal Finance Documents. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

1.5 For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the other Secured Parties in accordance with Section 2.02(a) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the other Secured Parties (acting in accordance with the Principal Finance Documents) under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the other Secured Parties (or any one or more representatives of the Secured Parties acting in accordance with the Principal Finance Documents) and the Pledgor.

1.6 In the case of any references in this Agreement to the Secured Parties acting through the Collateral Agent or to the Collateral Agent acting for or on behalf of the Secured Parties, it is acknowledged that the Pledgee and/or the Secured Parties shall at all

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times be represented in accordance with the First Lien Intercreditor Agreement and the Collateral Agent act only on the instructions given in accordance with the First Lien Intercreditor Agreement.

1.7 Solely for the purposes of Clause 16 (Austrian Stamp Duty) and Schedule 5 (Stamp Duty Guidelines), “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current

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account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

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6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. AUSTRIAN LIMITATIONS ON ENFORCEMENT

The Pledgor and the Pledgee agree that the Pledge shall not be enforced if and to the extent that such application would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) as amended from time to time and as interpreted by the Austrian Supreme Court from time to time pursuant to Austrian company law, in particular Sections 82 et seq of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq of the Austrian Stock Corporation Act (Aktiengesetz). This limitation on the enforcement of the Pledge applies from the date this Agreement enters into force as well as on any date until the termination date of this Agreement, particularly on the date of a possible enforcement of the Pledge and the payments thereunder.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee;

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its

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reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.38.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to

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the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction (including Austrian law, in particular Austrian capital maintenance rules), such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

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16. AUSTRIAN STAMP DUTY

16.1 The parties to this Agreement (each a “Party” and together the “Parties”) shall perform their obligations under or in connection with the Agreement exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Agreement within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means: (i) in relation to any payment under or in connection with the Agreement, the place at which such payment is to be made pursuant to the Credit Documents; and (ii) in relation to any other obligation or liability under or in connection with the Agreement, the premises of the Administrative Agent or the Indenture Trustee (as the case may be) in New York or any other place outside of Austria as the Administrative Agent or the Indenture Trustee (as the case may be) may specify from time to time. Any payment made under or in connection with the Agreement shall be made from and to an account outside of Austria.

16.2 No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that: (i) it does not cause a liability of a Party to pay stamp duty in the Republic of Austria; (ii) a Party wishes to enforce any of its rights under or in connection with a Credit Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such Party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or (iii) a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

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16.3 The Pledgor shall indemnify the Administrative Agent, each Lender, each Issuing Bank, the Indenture Trustee and the Collateral Agent against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of the Administrative Agent, a Lender, an Issuing Bank, the Indenture Trustee or the Collateral Agent breaching any obligations under this Clause 16, in which case the breaching party shall be liable for payment of such stamp duty.

17. NOTICES AND THEIR LANGUAGE

17.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	c/o SIG Combibloc Holding GmbH
	Address:	Rurstraße 58 52441 Linnich Germany
	Fax:	+41 52674 6556
	Attention:	Daniel Petitpierre
	Email:	Daniel.Petitpierre@sig.biz
For the Pledgor with a copy to:
	Address:	c/o Rank Group Limited Level 22, 20 Bond Street, Sydney NSW 2000 Australia
	Fax:	+64 2 9268 6693
	Email:	helen.golding@rankgroup.co.nz
	Attention:	Helen Golding

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For the Collateral Agent:	Wilmington Trust (London) Limited
	Address:	Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, United Kingdom
	Fax:	+44 (0)20 7397 3601
	Attention:	Paul Barton

17.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

17.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.

17.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17.5 No communication (including fax, electronic message or communication in any other written form) under or in connection with the Credit Documents shall be made to or from an address located inside of the Republic of Austria.

18. APPLICABLE LAW, JURISDICTION

18.1 This Agreement is governed by the laws of the Federal Republic of Germany.

18.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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19. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

19.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

19.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 19.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

19.3 For the purposes of this Clause 19 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Austria Holding GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

Wilmington Trust (London) Limited

as Collateral Agent and Pledgee

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS, CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 26 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 27 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 28 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- 29 -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

- 30 -

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

- 31 -

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

- 32 -

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

- 33 -

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

- 34 -

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

- 35 -

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
191/804/3027	SWIFT: TUBDDEDDXXX IBAN: DE86 3003 0880 1918 043027	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany	Current	Euro
191/8043/019	SWIFT: TUBDDEDDXXX IBAN: DE86 3003 0880 1918 043019	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany	Current	Euro

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of the Account Pledge Agreement (as defined below)) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 4. März 2010, 14. Januar 2011, 7. Juni 2011 und 14. Oktober 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 27. August 2010 zum Kontenverpfändungsvertrag vom 4. März 2010 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von Wilmington Trust (London) Limited (“Sicherheitentreuhänder”) und anderen verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 4 March 2010, dated 14 January 2011, 7 June 2011 and 14 October 2011, as well as pursuant to the confirmation and amendment agreement dated 27 August 2010 relating to the account pledge agreement dated 4 March 2010 we have pledged in favour of Wilmington Trust (London) Limited (the “Collateral Agent”) and others all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto,

- 38 -

Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des Sicherheitentreuhänders verpfändet haben.	we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.
Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die Konten und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in Bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom Sicherheitentreuhänder erhalten haben, dem Sicherheitentreuhänder auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

- 39 -

SICHERHEITENTREUHÄNDERS ist die folgende:

[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 40 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 41 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 42 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of the Account Pledge Agreement (as defined below)) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

From:	[Pledgor]
To:	[Collateral Agent], on its own behalf and for and on behalf of the Secured Parties (as defined in the Account Pledge Agreement, as defined below)
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

- 43 -

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

	[Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

- 44 -

SCHEDULE 5

STAMP DUTY GUIDELINES

1. Introduction

1.1 These stamp duty guidelines (the “Guidelines”) shall apply to all written communi-cation of the parties to this Agreement of which this Schedule 5 forms part.

1.2 In these Guidelines, unless a contrary indication appears a term defined in the Agreement (including by way of reference) has the same meaning when used in these Guidelines.

2. Guidelines for Written Communication

2.1 Signed written communication that records or otherwise provides evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the relevant communication, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be made from an address outside of the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of doubt, e-mails where the server on which such e-mails will be received or from which such e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an e-mail address having a country code top level domain “.at”) or other e-mail addresses where the person sending or the person receiving such e-mail have their ordinary workplace (Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3. below).

2.2 Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the letter, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or pro-duced in, the Republic of Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):

[party’s letterhead]

Dear….,

[text of message]

Kind regards

- 45 -

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

2.3 E-mails and fax messages that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document is attached):

Dear….,

[text of message].

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED FOOTERS THAT REFER TO A PARTY

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

In addition, the footer of such e-mails must not contain the company name, contact details or any other information allowing identification of the sender. The company name, contact details etc. of the original sender of a reply or forwarded message need not be deleted.

- 46 -

EX-4.527

EXHIBIT 4.527

Execution Version

SIG COMBIBLOC GMBH & CO. KG

as Pledgor

WILMINGTON TRUST (LONDON) LIMITED

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS — SITZ: FRANKFURT AM MAIN — AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 13 -
3.	Purpose of the Pledge		- 14 -
4.	Notice of Pledge		- 14 -
5.	Pledgor’s Right of Disposal		- 15 -
6.	Enforcement of the Pledges		- 15 -
7.	Austrian Limitations on Enforcement		- 16 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 18 -
10.	Indemnity		- 19 -
11.	No liability		- 19 -
12.	Duration and Independence		- 19 -
13.	Release (Pfandfreigabe)		- 19 -
14.	Partial Invalidity; Waiver		- 20 -
15.	Amendments		- 20 -
16.	Austrian Stamp Duty		- 21 -
17.	Notices and their Language		- 22 -
18.	Applicable Law, Jurisdiction		- 23 -
19.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1	List of Current Borrowers		- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
	Part 3 List of Current New Secured Notes Guarantors		- 31 -
	Schedule 2 List of Accounts		- 37 -
	Schedule 3 Form of Notice of Pledge		- 38 -
	Schedule 4 Form of Notification of Future Accounts		- 43 -
	Schedule 5 Stamp Duty Guidelines		- 45 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc GmbH & Co. KG, a limited partnership organised under the laws of Austria with its seat in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestraße 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN 240335 i (the “Pledgor”); and

(2) Wilmington Trust (London) Limited, a private limited company whose registered number is 05650152 and whose registered office address as at the date of this Agreement is at Third Floor, 1 King’s Arms Yard, London EC2R 7AF, United Kingdom, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2, 355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc.

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and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) The Bank of New York Mellon, the Collateral Agent, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

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“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 4 March 2010 (as amended by a confirmation and amendment agreement dated 27 August 2010) and entered into between SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 27 August 2010 and entered into between, inter alios, SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent relating to an account pledge agreement dated 4 March 2010 and entered into between SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent and other as pledgees;

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(c) the account pledge agreement dated 14 January 2011 and entered into between SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee;

(d) the account pledge agreement dated 7 June 2011 and entered into between SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee; and

(e) the account pledge agreement dated 14 October 2011 and entered into between SIG Combibloc GmbH & Co. KG as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

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“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

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“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

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“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s) and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Stamp Duty Sensitive Document” shall mean (a) any original of any Credit Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Credit Document.

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“Stamp Duty Guidelines” means the stamp duty guidelines set out in Schedule 5 (Stamp Duty Guidelines).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.4 The Pledgor acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions given in accordance with the Principal Finance Documents. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

1.5 For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the other Secured Parties in accordance with Clause 2.02(a) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the other Secured Parties (acting in accordance with the Principal Finance Documents) under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the other Secured Parties (or any one or more representatives of the Secured Parties acting in accordance with the Principal Finance Documents) and the Pledgor.

1.6 In the case of any references in this Agreement to the Secured Parties acting through the Collateral Agent or to the Collateral Agent acting for or on behalf of the Secured Parties, it is acknowledged that the Pledgee and/or the Secured Parties shall at all

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times be represented in accordance with the First Lien Intercreditor Agreement and the Collateral Agent act only on the instructions given in accordance with the First Lien Intercreditor Agreement.

1.7 Solely for the purposes of Clause 16 (Austrian Stamp Duty) and Schedule 5 (Stamp Duty Guidelines), “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current

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account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGE

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

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6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. AUSTRIAN LIMITATIONS ON ENFORCEMENT

The Pledgor and the Pledgee agree that the Pledge shall not be enforced if and to the extent that such application would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) as amended from time to time and as interpreted by the Austrian Supreme Court from time to time pursuant to Austrian company law, in particular Sections 82 et seq of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq of the Austrian Stock Corporation Act (Aktiengesetz). This limitation on the enforcement of the Pledge applies from the date this Agreement enters into force as well as on any date until the termination date of this Agreement, particularly on the date of a possible enforcement of the Pledge and the payments thereunder.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee;

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its

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reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to

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the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction (including Austrian law, in particular Austrian capital maintenance rules), such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

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16. AUSTRIAN STAMP DUTY

16.1 The parties to this Agreement (each a “Party” and together the “Parties”) shall perform their obligations under or in connection with the Agreement exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Agreement within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means: (i) in relation to any payment under or in connection with the Agreement, the place at which such payment is to be made pursuant to the Credit Documents; and (ii) in relation to any other obligation or liability under or in connection with the Agreement, the premises of the Administrative Agent or the Indenture Trustee (as the case may be) in New York or any other place outside of Austria as the Administrative Agent or the Indenture Trustee (as the case may be) may specify from time to time. Any payment made under or in connection with the Agreement shall be made from and to an account outside of Austria.

16.2 No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that: (i) it does not cause a liability of a Party to pay stamp duty in the Republic of Austria; (ii) a Party wishes to enforce any of its rights under or in connection with a Credit Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such Party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or (iii) a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

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16.3 The Pledgor shall indemnify the Administrative Agent, each Lender, each Issuing Bank, the Indenture Trustee and the Collateral Agent against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of the Administrative Agent, a Lender, an Issuing Bank, the Indenture Trustee or the Collateral Agent breaching any obligations under this Clause 16, in which case the breaching party shall be liable for payment of such stamp duty.

17. NOTICES AND THEIR LANGUAGE

17.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	c/o SIG Combibloc Holding GmbH
	Address:	Rurstraße 58 52441 Linnich Germany
	Fax:	+41 52674 6556
	Attention:	Daniel Petitpierre
	Email:	Daniel.Petitpierre@sig.biz
For the Pledgor with a copy to:
	Address:	c/o Rank Group Limited Level 22, 20 Bond Street, Sydney NSW 2000 Australia
	Fax:	+64 2 9268 6693
	Email:	helen.golding@rankgroup.co.nz
	Attention:	Helen Golding

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For the Collateral Agent:	Wilmington Trust (London) Limited
	Address:	Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, United Kingdom
	Fax:	+44 (0)20 7397 3601
	Attention:	Paul Barton

17.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

17.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.

17.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17.5 No communication (including fax, electronic message or communication in any other written form) under or in connection with the Credit Documents shall be made to or from an address located inside of the Republic of Austria.

18. APPLICABLE LAW, JURISDICTION

18.1 This Agreement is governed by the laws of the Federal Republic of Germany.

18.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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19. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

19.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

19.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 19.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

19.3 For the purposes of this Clause 19 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc GmbH & Co KG,

represented by its general partner SIG Combibloc GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

Wilmington Trust (London) Limited

as Collateral Agent and Pledgee

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

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Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

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IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- 29 -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

- 30 -

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 31 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

- 32 -

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

- 33 -

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

- 34 -

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

- 35 -

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
191/8031/002	SWIFT: TUBDDEDDXXX IBAN: DE80 3003 0880 1918 0310 02	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany	Current	Euro
491/8031/001	SWIFT: TUBDDEDDXXX IBAN: DE69 3003 0880 4918 0310 01	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany	Current	USD

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SCHEDULE 3

FORM OF NOTICE OF PLEDGE

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of the Account Pledge Agreement (as defined below)) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 4. März 2010, 14. Januar 2011, 7. Juni 2011 und 14. Oktober 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 27. August 2010 zum Kontenverpfändungsvertrag vom 4. März 2010 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von Wilmington Trust (London) Limited (“Sicherheitentreuhänder”) und anderen verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 4 March 2010, 14 January 2011, 7 June 2011 and 14 October 2011, as well as pursuant to the confirmation and amendment agreement dated 27 August 2010 relating to the account pledge agreement dated 4 March 2010 we have pledged in favour of Wilmington Trust (London) Limited (the “Collateral Agent”) and others all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.

- 38 -

Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des Sicherheitentreuhänders verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.
Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in Bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den Sicherheitentreuhänder zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

- 39 -

[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully
[Pledgor] (Geschäftsführer/Managing Director)

- 40 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 41 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully
[Account Bank] ([Name des Unterzeichners/name of signatory])

- 42 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of the Account Pledge Agreement (as defined below)) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

From:	[Pledgor]
To:	[Collateral Agent], on its own behalf and for and on behalf of the Secured Parties (as defined in the Account Pledge Agreement, as defined below)
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

- 43 -

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

[Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

- 44 -

SCHEDULE 5

STAMP DUTY GUIDELINES

1. Introduction

1.1 These stamp duty guidelines (the “Guidelines”) shall apply to all written communi-cation of the parties to this Agreement of which this Schedule 5 forms part.

1.2 In these Guidelines, unless a contrary indication appears a term defined in the Agreement (including by way of reference) has the same meaning when used in these Guidelines.

2. Guidelines for Written Communication

2.1 Signed written communication that records or otherwise provides evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the relevant communication, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be made from an address outside of the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of doubt, e-mails where the server on which such e-mails will be received or from which such e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an e-mail address having a country code top level domain “.at”) or other e-mail addresses where the person sending or the person receiving such e-mail have their ordinary workplace (Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3. below).

2.2 Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the letter, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or pro-duced in, the Republic of Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):

[party’s letterhead]

Dear….,

[text of message]

Kind regards

- 45 -

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

2.3 E-mails and fax messages that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document is attached):

Dear….,

[text of message].

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED FOOTERS THAT REFER TO A PARTY

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

In addition, the footer of such e-mails must not contain the company name, contact details or any other information allowing identification of the sender. The company name, contact details etc. of the original sender of a reply or forwarded message need not be deleted.

- 46 -

EX-4.528

EXHIBIT 4.528

Execution Version

SIG AUSTRIA HOLDING GMBH

as Pledgor

SIG EURO HOLDING AG & CO. KGAA

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

PLEDGE AGREEMENT

relating to the shares (Verpfändung von Aktien) in SIG EURO

HOLDING AG & CO. KGAA

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause		Page
1.	Definitions and Language		4
2.	Pledged Shares		12
3.	Pledge		12
4.	Scope of the Pledges		13
5.	Purpose of the Pledges		14
6.	Exercise of Membership Rights		14
7.	Enforcement of the Pledges		15
8.	Austrian Limitations on Enforcement		16
9.	Undertakings of the Pledgor		17
10.	Delegation		18
11.	Indemnity		18
12.	No liability		19
13.	Duration and Independence		19
14.	Release of Pledge (Pfandfreigabe)		19
15.	Partial Invalidity; Waiver		20
16.	Amendments		20
17.	Austrian Stamp Duty		21
18.	Notices and their Language		22
19.	Applicable Law, Jurisdiction		23
20.	Conclusion of this Agreement (Vertragsschluss)		24
Schedule 1			25
Part I List of Current Borrowers			25

Part II List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors 25

Part III List of Current New Secured Notes Guarantors	31
Schedule 2 Copy of Approval and Consent	36
Schedule 3 Stamp Duty Guidelines	37
Signature Pages	39

This Pledge Agreement (this “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Austria Holding GmbH, having its business address as at the date of this Agreement at Industriestr. 3, A-5760 Saalfelden, Austria, and registered in the company book (Firmenbuch) of the Republic of Austria under FN 236071 p (the “Pledgor”);

(2) SIG Euro Holding AG & Co. KGaA, an association limited by shares (Kommanditgesellschaft auf Aktien) organised under the laws of the Federal Republic of Germany having its business address at Rurstraße 58, 52441 Linnich, Germany, and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754 (the “Company”); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent”, or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes

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guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or

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extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

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(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) SIG Combibloc Group AG is the owner of 501 (in words: five hundred one) shares in the Company, Nos. 9,500-10,000, which are represented by a global share certificate (the “Existing Share Certificate 2”).

(K) The Pledgor and SIG Combibloc Group AG as sole shareholders (Aktionäre) of the Company have approved and consented to the Pledge (as defined below) in a resolution of the shareholders (Hauptversammlungsbeschluss) a copy of which is attached hereto as Schedule 2.

(L) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter

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dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Certificate 1” has the meaning given to such term in sub-Clause 2.2 hereof.

“Existing Share Certificate 2” has the meaning given to such term in Preamble(J).

“Existing Shares” has the meaning given to such term in sub-Clause 2.2 hereof.

“Existing Share Pledge Agreements” means

(a) the share pledge agreement dated 4 March 2010 (as amended by a confirmation and amendment agreement dated 27 August 2010 (the “Share Pledge Confirmation and Amendment Agreement”) and entered into between SIG Austria Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee;

(b) the Share Pledge Confirmation and Amendment Agreement;

(c) the share pledge agreement dated 14 January 2011 and entered into between SIG Austria Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee;

(d) the share pledge agreement dated 7 June 2011 and entered into between SIG Austria Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the share pledge agreement dated 14 October 2011 and entered into between SIG Austria Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

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“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture

“Future Shares” means any and all shares in the Company in whatever nominal value which the Pledgor may hold in the future other than the Existing Shares (arising from a split of shares, purchase of shares in the context of the mandatory public offer or otherwise).

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

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“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

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“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

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“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledges” means each pledge constituted under this Agreement and “Pledge” means any of them.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

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“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Share Certificates” means the Existing Share Certificate 1 (as defined in Clause 2.2 below), and any other certificate or securities representing any of the Future Shares or any rights in relation thereto, including interest and dividend coupons, annuity bands, renewal coupons and all related certificates.

“Shares” means the Existing Shares and the Future Shares.

“Stamp Duty Sensitive Document” shall mean (a) any original of any Credit Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Credit Document.

“Stamp Duty Guidelines” means the stamp duty guidelines set out in Schedule 3 (Stamp Duty Guidelines).

1.2 Construction

In this Agreement:

1.2.1 Terms used in this Agreement or in any notice relating hereto but not defined have the meanings ascribed thereto in the First Lien Intercreditor Agreement; and

1.2.2 any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.4 Solely for the purposes of Clause 17 (Austrian Stamp Duty) and Schedule 3 (Stamp Duty Guidelines), “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form

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(letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

2. PLEDGED SHARES

2.1 The Company has a registered share capital (Grundkapital) of EUR 10,000,000 (in words: Euro ten million) which is divided into 10,000 registered shares (Namensaktien) with no nominal value (Stückaktien ohne Nennwert) which are at the date of this agreement represented by the Existing Share Certificate 1 (as defined below) and the Existing Share Certificate 2.

2.2 The Pledgor is the owner of 9,499 (in words nine thousand four hundred ninety nine) shares in the Company, Nos. 1-9,499 (the “Existing Shares”), which are represented by a global share certificate (the “Existing Share Certificate 1”).

3. PLEDGE

3.1 The Pledgor hereby pledges (verpfändet) to the Pledgee as security all Shares in the Company together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4.1 hereof by pledging each Share Certificate representing any Shares to the Pledgee.

3.2 The Pledgor shall:

3.2.1 duly endorse (indossieren) all Share Certificates (other than the Existing Share Certificate 1) which are endorsed in its name with a blank endorsement (Blankoindossament). The Pledgee and the Pledgor acknowledge that the Existing Share Certificate 1 which is endorsed in the Pledgor’s name has been duly endorsed (indossieren) by the Pledgor with a blank endorsement (Blankoindossament); and

3.2.2 deliver (übergeben) all Share Certificates endorsed by the Pledgor in accordance with Clause 3.2.1 above to an authorised representative of the Pledgee in Germany for the purpose of depositing the Share Certificates with the Pledgee. For the avoidance of doubt, the Existing Share Certificate 1 is already in the possession of the Pledgee. The Pledgor shall use all reasonable endeavours (including offering delivery of the relevant Share Certificate to the Pledgee in Germany within normal business hours) to deliver any other Share Certificate endorsed by the Pledgor in accordance with clause 3.2.1 above to the Pledgee in Germany without undue delay upon the Pledgor becoming the owner of the Shares to which it relates.

3.3 The Pledgor hereby further assigns to the Pledgee all present and future claims for the return of any Share Certificate against third parties (other than the Pledgee) having or

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obtaining actual possession of a Share Certificate. Such third parties shall be notified forthwith by the Pledgor of the Pledges (as soon as the Pledgor becomes aware of such third party having or obtaining actual possession of a Share Certificate).

3.4 The Pledges shall extend automatically to any newly issued certificates representing, replacing or supplementing any of the Shares which shall forthwith be duly endorsed (indossiert) with a blank endorsement (Blankoindossament) and delivered to (übergeben) to the Pledgee in Germany.

3.5 In addition to the Pledges created in accordance with Clause 3.1 to 3.4 (inclusive) above, the Pledgor hereby creates a Pledge over all Shares by way of pledging the Pledgor’s rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with sections 1274, 413, 398 of the German Civil Code (BGB) in favour of the Pledgee.

3.6 The Pledgee hereby accepts all Pledges and assignments made pursuant to this Clause 3.

3.7 The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder.

3.8 For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created hereunder by operation of law upon the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part of the Obligations.

3.9 Each of the Pledges is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGES

4.1 The Pledges constituted by this Agreement include the present and future rights:

(a) to receive and/or withdraw dividends, to receive payments under an interest coupon (Zinsanteilsschein), dividend coupon (Dividendenschein) or talon (Erneuerungsschein) and any other similar cash payments and other forms of profit distribution;

(b) to receive all other pecuniary claims associated with the Shares;

(c) to subscribe for newly issued shares of the Company; and

(d) all other rights and benefits attributable to the Shares (including without limitation all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company).

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4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the provisions of this Agreement and any other Principal Finance Document) with all items described in Clause 4.1 in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledges constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares

shall be forthwith delivered to the Pledgee and held as security for the benefit of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Secured Parties and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee for the benefit of the Secured Parties as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledges, the existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor

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undertakes, unless otherwise permitted by the Principal Finance Documents, not to support any resolutions which if passed would constitute a breach of its obligations under Clause 9 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGES

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the Obligations has become due and payable, then in order to enforce the Pledges (or any of them), the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledges sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that five business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledges under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as a Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing all subsequent payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. During the continuation of an event which allows the Pledgee to enforce the Pledges, the Pledgor shall have the obligations and the Pledgee shall have the rights set forth in sub-Clause 9.8 below regardless of which resolutions are intended to be adopted.

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7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledges and pledges over partnership interests or shares in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledges in the Company individually at separate proceedings or together with pledges over partnership interests or shares in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defenses of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defenses based on defenses any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledges are enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledges and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or any of the Company’s affiliates or to assign any of these claims.

8. AUSTRIAN LIMITATIONS ON ENFORCEMENT

The Pledgor and the Pledgee agree that proceeds from an enforcement of the Pledges shall not be applied in satisfaction of the obligations secured by the Pledges but shall be released and turned over to the Pledgor if and to the extent that such application would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) as amended from time to time and as interpreted by the Austrian Supreme Court from time to time pursuant to Austrian company law, in particular Sections 82 et seq of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq of the Austrian Stock Corporation Act (Aktiengesetz). This limitation on the satisfaction of the obligations secured by the Pledges applies from the date this Agreement enters into force as well as on any date until the termination date of this Agreement, particularly on the date of a possible enforcement of the Pledges and the payments thereunder.

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9. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

9.1 not to take, or participate in, any action which results or might result in the Pledgor’s loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);

9.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;

9.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges and the Existing Share Pledge Agreements;

9.4 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;

9.5 to promptly notify the Pledgee of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

9.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Combibloc Group AG to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

9.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;

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9.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of an Enforcement Event, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

9.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (acting reasonably);

9.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and

9.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee, the Pledgor shall at the Pledgee’s reasonable request (acting on the reasonable request of the Secured Parties) make such declarations and undertake such actions at the Pledgor’s costs and expenses. For the avoidance of doubt, notification and consent requirements as set out in sub-Clause 9.1 to 9.10 of this Agreement are deemed to be satisfied by the Pledgor if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and the Existing Share Pledge Agreements.

10. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

11. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and

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costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledges.

12. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

13. DURATION AND INDEPENDENCE

13.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

13.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

13.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

13.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

14. RELEASE OF PLEDGE (PFANDFREIGABE)

14.1 Upon complete and irrevocable satisfaction of the Obligations, the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to their accessory nature (Akzessorietät), cease to exist by operation of German mandatory law.

14.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”) which can be

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expected to be realised in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee may in its reasonable discretion (as instructed in accordance with the First Lien Intercreditor Agreement) determine so as to reduce the realisable value of the Security to the Limit.

14.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

15. PARTIAL INVALIDITY; WAIVER

15.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction (including Austrian law, in particular Austrian capital maintenance rules), such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

15.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15.3 In particular, the Pledges shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

16. AMENDMENTS

Changes and amendments to this Agreement including this Clause 16 shall be made in writing.

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17. AUSTRIAN STAMP DUTY

17.1 The parties to this Agreement (each a “Party” and together the “Parties”) shall perform their obligations under or in connection with the Agreement exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Agreement within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means: (i) in relation to any payment under or in connection with the Agreement, the place at which such payment is to be made pursuant to the Credit Documents; and (ii) in relation to any other obligation or liability under or in connection with the Agreement, the premises of the Administrative Agent or the Indenture Trustee (as the case may be) in New York or any other place outside of Austria as the Administrative Agent or the Indenture Trustee (as the case may be) may specify from time to time. Any payment made under or in connection with the Agreement shall be made from and to an account outside of Austria.

17.2 No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that: (i) it does not cause a liability of a Party to pay stamp duty in the Republic of Austria; (ii) a Party wishes to enforce any of its rights under or in connection with a Credit Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such Party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or (iii) a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

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17.3 The Pledgor shall indemnify the Administrative Agent, each Lender, each Issuing Bank, the Indenture Trustee and the Pledgee against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of the Administrative Agent, a Lender, an Issuing Bank, the Indenture Trustee or the Pledgee breaching any obligations under this Clause 17, in which case the breaching party shall be liable for payment of such stamp duty.

18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	c/o SIG Combibloc Holding GmbH
	Address:	Rurstraße 58 52441 Linnich Germany
	Fax:	+41 52674 6556
	Attention:	Daniel Petitpierre
	Email:	Daniel.Petitpierre@sig.biz
For the Pledgor with a copy to:
	Address:	c/o Rank Group Limited Level 22, 20 Bond Street, Sydney NSW 2000 Australia
	Fax:	+64 2 9268 6693
	Email:	helen.golding@rankgroup.co.nz
	Attention:	Helen Golding

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For the Pledgee:		The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286, The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

18.5 No communication (including fax, electronic message or communication in any other written form) under or in connection with the Credit Documents shall be made to or from an address located inside of the Republic of Austria.

19. APPLICABLE LAW, JURISDICTION

19.1 This Agreement is governed by the laws of the Federal Republic of Germany.

19.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent

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jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

20. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

20.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

20.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 20.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

20.3 For the purposes of this Clause 20 only, the parties to this Agreement appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) the Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1

Part I

List of Current Borrowers

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

Part II

List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

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Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

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Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

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GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

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Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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Part III

List of Current New Secured Notes Guarantors

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

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SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

- 32 -

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

- 33 -

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

- 34 -

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

COPY OF APPROVAL AND CONSENT

- 36 -

SCHEDULE 3

STAMP DUTY GUIDELINES

1. Introduction

1.1 These stamp duty guidelines (the “Guidelines”) shall apply to all written communi-cation of the parties to this Agreement of which this Schedule 3 forms part.

1.2 In these Guidelines, unless a contrary indication appears a term defined in the Agreement (including by way of reference) has the same meaning when used in these Guidelines.

2. Guidelines for Written Communication

2.1 Signed written communication that records or otherwise provides evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the relevant communication, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be made from an address outside of the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of doubt, e-mails where the server on which such e-mails will be received or from which such e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an e-mail address having a country code top level domain “.at”) or other e-mail addresses where the person sending or the person receiving such e-mail have their ordinary workplace (Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3. below).

2.2 Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the letter, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or pro-duced in, the Republic of Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):

[party’s letterhead]

Dear….,

[text of message]

Kind regards

- 37 -

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

2.3 E-mails and fax messages that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Credit Document, whether in the body of the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document is attached):

Dear….,

[text of message].

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED FOOTERS THAT REFER TO A PARTY

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT

CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

In addition, the footer of such e-mails must not contain the company name, contact details or any other information allowing identification of the sender. The company name, contact details etc. of the original sender of a reply or forwarded message need not be deleted.

- 38 -

SIGNATURE PAGES

This Agreement has been entered into on the date stated at the beginning by

SIG Austria Holding GmbH

as Pledgor

By:
	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
Date:	7 November 2012

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President
Date:	7 November 2012

Acknowledged and agreed

SIG Euro Holding AG & Co. KGaA represented by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) as its general partner (Komplementär)

By:
	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
Date:	7 November 2012

- 39 -

EX-4.529

EXHIBIT 4.529

AMENDMENT AGREEMENT NO. 5

dated 7 NOVEMBER 2012

for

SIG COMBIBLOC GMBH & CO KG

as Chargor

and

WILMINGTON TRUST (LONDON) LIMITED

as Chargee

RELATING TO A

CHARGE AND SECURITY DEPOSIT OVER BANK

ACCOUNTS AGREEMENT

DATED 4 MARCH 2010 AS AMENDED ON 27 AUGUST 2010,

14 JANUARY 2011, 7 JUNE 2011 AND 14 OCTOBER 2011

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS AMENDMENT AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Combibloc GmbH & Co KG, a limited partnership organised under the laws of the Republic of Austria, having its registered seat as at the date of this Agreement in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestrasse 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN240335 i; as chargor and depositor under this Agreement (the “Chargor”, the “Depositor”); and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined in the Charge and Security Deposit over Bank Accounts Agreement (as defined below)) as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the “Collateral Agent” or the “Chargee”);

(1) and (2) are together hereinafter referred to as the “Parties” and “Party” means any of them, as the context may require.

RECITALS:

(A) The Parties hereby declare that the Charge and Security Deposit over Bank Accounts Agreement (as defined below) was originally concluded on 4 March 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Charge and Security Deposit over Bank Accounts Agreement), and the Charge and Security Deposit over Bank Accounts Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Charge and Security Deposit over Bank Accounts Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”).

(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv

Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated.

(D) Pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on 28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As a consequence of the above, the Parties agreed to amend the Charge and Security Deposit over Bank Accounts Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Charge and Security Deposit over Bank Accounts Agreement” means the charge and security deposit over bank accounts agreement concluded in the form of a private deed dated 4 March 2010, as amended on 27 August 2010, 14 January 2011, 7 June 2011 and 14 October 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Charge and Security Deposit over Bank Accounts Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

(b) The principles of construction set out in the Charge and Security Deposit over Bank Accounts Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” is, unless the context otherwise requires, a reference to a Clause to this Agreement.

2. AMENDMENTS TO THE CHARGE AND SECURITY DEPOSIT OVER BANK ACCOUNTS AGREEMENT

With effect from the date of this Agreement:

(a) The definition of “Credit Agreement” in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced with the following wording:

““Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent.”

(b) The definitions of “May 2010 Incremental Assumption and Amendment Agreement”, “September 2010 Incremental Assumption and Amendment Agreement”, “February 2011 Incremental Assumption and Amendment Agreement” and “August 2011 Incremental Assumption and Amendment Agreement” shall be deleted in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement.

(c) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.”

““September 2012 Secured Notes Indenture” means the indenture dated 28 September 2012, between, among others, the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(d) Clause 2.1 (i) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced in its entirety with the following wording:

“(i) USD 9, 605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the “Secured Principal”); plus.

3. CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Charge and Security Deposit over Bank Accounts Agreement shall, save as amended by this Agreement, continue in full force and effect.

3.2 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

4. INCORPORATION OF TERMS

The provisions of clause 10 (Remedies and waivers), clause 11 (Severability), clause 17 (Notices) and clause 19 (Jurisdiction) of the Charge and Security Deposit over Bank Accounts Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

5. GOVERNING LAW

This Agreement is governed by Hungarian law.

6. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

SIGNATURES

SIG Combibloc GmbH & Co KG, represented by its general partner SIG Combibloc GmbH - as Chargor

By:	/s/ DI Wolfgang Ornig
	DI Wolfgang Ornig

Wilmington Trust (London) Limited - as Chargee

By:	/s/ Paul Barton
	Paul Barton
	Relationship Manager

EX-4.530

EXHIBIT 4.530

EXECUTION VERSION

Confirmation and Amendment Agreement

dated 7 November 2012

between

SIG COMBIBLOC GMBH & CO KG

(the “Confirming Grantor”)

and

WILMINGTON TRUST (LONDON) LIMITED

acting as Collateral Agent under the First Lien Intercreditor Agreement (as defined below)

for itself and for the benefit and for the account of the Secured Parties

(the “Collateral Agent”)

relating to

the Swiss law security document as listed and described in Schedule 1 hereto entered into

by the Confirming Grantor and the Collateral Agent acting for itself and for the benefit

and for the account of the Secured Parties in connection with the Loan Documents.

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

BOREL & BARBEY

Geneva

2 / 15

THIS CONFIRMATION AND AMENDMENT AGREEMENT is entered into as of the Effective Date (as defined in Clause 2 below) and entered into BETWEEN:

(1) SIG Combibloc GmbH & Co KG, a limited partnership organised under the laws of Austria and having its seat in Saalfelden am Steinernen Meer, Austria, and its business address as at the date of this Agreement at Industriestrasse 3, 5760 Saalfelden, Austria, registered in the Austrian companies register (Firmenbuch) under file number FN 240335 i (the “Confirming Grantor”) on the one part; and

(2) Wilmington Trust (London) Limited, having its business address at Third Floor, 1 King’s Arms Yard, London EC2R 7AF, England, acting under the First Lien Intercreditor Agreement (as defined below) as Collateral Agent for itself and for the benefit and for the account of the Secured Parties (as defined in the Security Document) (the “Collateral Agent”), on the other part.

RECITALS

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated November 5, 2009 made between, inter alios, Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KG aA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers (the “Borrowers”), Reynolds Group Holdings Limited, certain SIG group companies as current guarantors, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”), as amended by Amendment No. 1 dated as of January 21, 2010, as further amended by an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010 (the “Amendment No. 2”), as further amended by an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010 (the “Amendment No. 3”), as further amended and restated by an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011 (the “Amendment No. 4”), as further amended by an Amendment No. 5 dated as of March 11, 2011 (the “Amendment No. 5”), as further amended and restated by an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated as of

3 / 15

August 9, 2011 (the “Amendment No. 6”), and as further amended and restated by an Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of September 28, 2012 (the “Amendment No. 7”), certain facilities were made available to certain of the Borrowers on the terms and conditions thereof.

(B) Pursuant to a senior secured note indenture dated November 5, 2009 (the “2009 Senior Secured Note Indenture”), as supplemented by various supplemental indentures entered into on or before the date of this Agreement, among, inter alios, the Issuers (as defined therein), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”) certain senior secured notes due 2016 were issued to certain noteholders on the terms and conditions thereof.

(C) Pursuant to a first lien intercreditor agreement dated November 5, 2009 among The Bank of New York Mellon as collateral agent and as trustee, the Administrative Agent and, among others, the Confirming Grantor, as amended by Amendment No. 1 dated as of January 21, 2010 (which added Wilmington Trust (London) Limited as a collateral agent under the first lien intercreditor agreement) (the “First Lien Intercreditor Agreement”), The Bank of New York Mellon and, later, Wilmington Trust (London) Limited were appointed each as a Collateral Agent (as defined therein) with regard to, among other things, the acquisition, holding and enforcement of Liens on Collateral (both as defined therein).

(D) Pursuant to a senior secured note indenture dated October 15, 2010 (the “2010 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement among, inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain senior secured notes due 2019 were issued to certain noteholders on the terms and conditions thereof.

(E) Pursuant to a senior secured note indenture dated February 1, 2011 (the “February 2011 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement among, inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2021 were issued to certain noteholders on the terms and conditions thereof.

4 / 15

(F) Pursuant to a senior secured note indenture dated August 9, 2011 (the “August 2011 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement among, inter alios, the Issuers (as defined therein) the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2019 were issued to certain noteholders on the terms and conditions thereof.

(G) The Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the First Lien Intercreditor Agreement were supplemented several times by means of guarantor joinders to the Credit Agreement (which also provide for the accession to the First Lien Intercreditor Agreement), supplemental indentures (see also recital (B)) to the 2009 Senior Secured Note Indenture, supplemental indentures (see also recital (D)) to the 2010 Senior Secured Note Indenture, supplemental indentures (see also recital (E)) to the February 2011 Senior Secured Note Indenture and supplemental indentures (see also recital (F)) to the August 2011 Senior Secured Note Indenture.

(H) Pursuant to the Principal Finance Documents, the Parties (as defined below) hereto have entered into the Swiss law security document as listed and described in Schedule 1 hereto (the “Security Document”) over certain assets owned by the Confirming Grantor in order to secure the performance of the Secured Obligations.

(I) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 2 relating to the Credit Agreement and pursuant to which (i) the Credit Agreement has been amended to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 and (ii) certain incremental term lenders have agreed to make available incremental term loans in an amount of USD 800,000,000 to certain of the Borrowers.

5 / 15

(J) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 3 relating to the Credit Agreement and pursuant to which the Credit Agreement has been amended to, inter alia, add an incremental tranche A facility of up to USD 500,000,000 and an incremental tranche D facility of up to USD 1,520,000,000.

(K) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 4 relating to the Credit Agreement and pursuant to which the Credit Agreement has been amended and restated to, inter alia, add new incremental term loans of up to USD 2,325,000,000 and EUR 250,000,000.

(L) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 5 relating to the Credit Agreement.

(M) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (all as defined in the Credit Agreement), among others, have entered into the Amendment No. 6 relating to the Credit Agreement and pursuant to which the Credit Agreement was amended and restated to, inter alia, add new incremental Tranche C term loans of up to USD 2,000,000,000 (the “Second Amended and Restated Credit Agreement”).

(N) The Confirming Grantor has entered into Swiss law-governed confirmation and amendment agreements dated August 27, 2010, January 14, 2011, June 7, 2011 and October 14, 2011, respectively, pursuant to which, among other provisions, the Confirming Grantor has confirmed that the obligations of the Credit Agreement as amended under the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, Amendment No. 5 and the Amendment No. 6, respectively, and the obligations of the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture and the August 2011 Senior Secured Note Indenture are also secured by the security interest created by the Security Document.

6 / 15

(O) RGHI, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (all as defined therein), among others, have entered into the Amendment No. 7 pursuant to which the Second Amended and Restated Credit Agreement has been amended and restated to, inter alia, make available new incremental term loans of up to USD 2,235,000,000 and EUR 300,000,000 (the “Third Amended and Restated Credit Agreement”) which have been used, together with funds otherwise available to RGHL and its subsidiaries, to prepay in full the Existing Outstanding Term Loans (as defined in the Amendment No. 7), amongst other things.

(P) Pursuant to a senior secured note indenture dated September 28, 2012 (the “September 2012 Senior Secured Note Indenture”) entered into among, inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2020 (the “September 2012 Senior Secured Notes”) were issued by the Issuers (as defined therein) to certain noteholders on the terms and conditions thereof.

(Q) On the Effective Date, the September 2012 Senior Secured Note Indenture and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) are each an “Additional Agreement” under the First Lien Intercreditor Agreement as a result of the designation of the obligations with respect to the September 2012 Senior Secured Note Indenture and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) as “Additional Obligations” under section 5.02(c) of the First Lien Intercreditor Agreement on 28 September 2012, (the “September 2012 Senior Secured Notes Designation”).

In this respect, it should be noted that the definition of “Loan Documents” in the Security Document (which is defined to include the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement) extends to any “Additional Agreement” (as defined in the First Lien Intercreditor Agreement).

(R) Concurrently with this Agreement, the Confirming Grantor, among others, has entered into a New York law governed reaffirmation agreement dated as of the date hereof in respect of the non-Swiss law security to which the Confirming Grantor is a party and the guarantee of the Credit Agreement by the Confirming Grantor and pursuant to which, among other provisions, the Confirming Grantor has (i) ratified and affirmed the Amendment No. 7 and the transactions contemplated thereby, (ii) confirmed and re-

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affirmed its guarantee of the obligations as provided in the Third Amended and Restated Credit Agreement and (iii) confirmed and reaffirmed that its non-Swiss law security extends to the Third Amended and Restated Credit Agreement and the Additional Obligations as a result of the September 2012 Senior Secured Notes Designation.

(S) The Confirming Grantor and the Collateral Agent (acting for itself and for the benefit and for the account of the Secured Parties) (collectively, the “Parties” and each a “Party”) have agreed to enter into this Agreement in order to ensure that the Security Document continues to secure the Secured Obligations and extends to all obligations of the Confirming Grantor (i) under the Amendment No. 7 and the Third Amended and Restated Credit Agreement and (ii) in connection with the September 2012 Senior Secured Notes Designation.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND CONSTRUCTION

(a) Unless defined otherwise herein, capitalized terms and expressions used herein shall have the meaning ascribed to them in the Security Document.

(b) The Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections, indemnities and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

(c) For the avoidance of doubt, the Parties confirm, in respect of the Security Document, that any reference in the Security Document, including in this Agreement, to the term “Credit Agreement” shall be read and construed as a reference to the Credit Agreement as amended, varied, novated, supplemented, restated, superseded or extended from time to time, including pursuant to the Amendment No. 7 and the Third Amended and Restated Credit Agreement.

(d) The Confirming Grantor and the Collateral Agent agree that in the Security Document:

“Agreed Security Principles” has the meaning it is given in the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the

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February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation and Amendment Agreement between SIG Combibloc GmbH & Co KG as Confirming Grantor and Wilmington Trust (London) Limited as Collateral Agent dated 7 November 2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement and, to the extent of any inconsistency, the meaning it is given in the Credit Agreement shall prevail.

“Enforcement Event” means any “Event of Default” as defined in the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation and Amendment Agreement between SIG Combibloc GmbH & Co KG as Confirming Grantor and Wilmington Trust (London) Limited as Collateral Agent dated 7 November 2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement, as the context requires it, provided that any notice, lapse of time or other condition precedent to the occurrence of such Event of Default in the relevant instrument shall have been satisfied.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture, and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation and Amendment Agreement between SIG Combibloc GmbH & Co KG as Confirming Grantor and Wilmington Trust (London) Limited as Collateral Agent dated 7 November 2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement.

2. EFFECTIVE DATE

This Agreement is effective as of the date set forth on its front page (the “Effective Date”).

3. CONFIRMATION – AMENDMENT

Each Party hereby confirms and agrees that any and all Obligations (as defined in the First Lien Intercreditor Agreement and thus including (i) any and all obligations under or in connection with the Amendment No. 7 and the Third Amended and Restated Credit Agreement and (ii) any and all obligations that are “Additional Obligations” as a result of the September 2012 Senior Secured Notes Designation, in each case) constitute “Secured Obligations” as set forth and defined in the Security Document and that, therefore, any and all obligations under or in connection with the Amendment No. 7,

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the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Note Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture), shall also be secured by the security interest created by and pursuant to the Security Document.

4. CONTINUITY

Each Party hereby confirms that, notwithstanding the effectiveness of the Amendment No. 7, the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Notes Designation, the September 2012 Senior Secured Note Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture), and subject to Legal Reservations (as defined in the Credit Agreement), the Security Document continues to be in full force and effect, save as amended by this Agreement, and acknowledges that the security constituted by the Security Document continues to be in full force and effect so as to secure, on a pari passu basis, any and all Secured Obligations (as amended by this Agreement) under or in connection with the Amendment No. 7, the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Note Indenture, the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) and the other Loan Documents.

For the avoidance of doubt, for Swiss law purposes, the Collateral Agent shall act and shall be deemed to act for the benefit and for the account of each of the Secured Parties, including the Additional Secured Parties (as defined in the First Lien Intercreditor Agreement) as a result of the September 2012 Senior Secured Notes Designation, for the purposes of this Agreement, without any prejudice to the rights and duties laid upon the Collateral Agent under the laws applicable to the Loan Documents.

5. MISCELLANEOUS

(a) To the extent permitted under the Principal Finance Documents, this Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by the Parties.

(b) If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

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(c) The rights of a Party to this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to the other Party. A waiver to pursue any breach of contract by a Party shall not operate as a waiver of the respective right or as a waiver to claim any subsequent breach. Any provision of this Agreement may be waived only by a written statement of the waiving Party.

6. NOTICES

(a) Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax, hand delivery or mail.

(b) Without prejudice to any other method of service of notices and communications provided by law, any notice or other communication to be given by one Party to the other under this Agreement shall (unless one Party has by 5 days’ notice to the other Party specified another address) be given to that other Party at the respective addresses given in section (c) below and shall be effective only when received.

(c) The addresses are the ones respectively listed in the “Notices” provision of the Security Document; provided that all communications and notices to Wilmington Trust (London) Limited hereunder shall be given to it at the address set forth below, or to such other address as Wilmington Trust (London) Limited may hereafter specify.

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF / England

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton

7. FURTHER ASSURANCE

Subject to the Agreed Security Principles, the Confirming Grantor shall, at its own expense, promptly, do all acts and execute all documents that are reasonably required or requested by the Collateral Agent in connection with and for the purpose of the exercise of the rights of the Collateral Agent hereunder or under the Security Document.

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8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland (without regard to the International Private Law provisions thereof).

9. JURISDICTION AND ENGLISH COURTS

(a) The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Agreement (including a Dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement.

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 9 is for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 9 (a), it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. SERVICE OF PROCESS

Without prejudice to any other mode of service allowed under any relevant law, the Confirming Grantor:

(a) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Confirming Grantor of the process will not invalidate the proceedings concerned.

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11. COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

THE FOLLOWING PAGES ARE THE SIGNATURE PAGES

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SIGNATURE PAGE COLLATERAL AGENT

WILMINGTON TRUST (LONDON) LIMITED

as Collateral Agent for itself and for the benefit and for the account of the Secured Parties

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Title:	Director

14 / 15

SIGNATURE PAGE SIG COMBIBLOC GMBH & CO KG

SIG COMBIBLOC GMBH & CO KG

represented by its general partner SIG Combibloc GmbH

By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

Schedule to Confirmation and Amendment Agreement 15 / 15

SCHEDULE 1

Security Document

“Security Document” means the following Swiss law governed agreement between the Confirming Grantor and the Collateral Agent and as amended and/or confirmed prior to the Effective Date:

Assignment of bank accounts dated March 4, 2010 and entered into between SIG Combibloc GmbH & Co. KG as assignor and Wilmington Trust (London) Limited acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

EX-4.531

EXHIBIT 4.531

Execution Version

FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

Among

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

CLOSURE SYSTEMS INTERNATIONAL B.V.

and

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

as Grantors

and

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

as the Company

Dated as of

November 7, 2012

FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

This Fifth Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among:

(a) CLOSURE SYSTEMS INTERNATIONAL B.V., a company, duly organized and existing in accordance with the laws of the Netherlands, with its registered office at Teleportboulevard 140, 1043EJ Amsterdam, Netherlands, which is registered under registration number 342G1082 with the Chamber of Commerce, herein duly represented in accordance with its Charter Documents (together with its successors and permitted assignees, “CSI B.V.”);

(b) CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a company duly incorporated and existing under the laws of the State of Delaware, United States of America (“USA”), with its registered office in the State of Delaware at National Registered Agents, Inc, 160 Greentree Drive, Suite 101, Dover, DE 19904 and principal place of business at 6641 West Broad Street, Richmond, VA, 23230, USA, herein duly represented in accordance with its Charter Documents (together with its successors and permitted assignees, “CSI Holdings” and together with CSI B.V., the “Grantors”);

(c) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(d) CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, nº 1.819-1.889, Sítio Tamboré, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.074.885/0001-48 (the “Company”).

WHEREAS, on January 29, 2010, the parties hereto entered into the Quota Pledge Agreement (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Quota Pledge Agreement dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Quota Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Quota Pledge Agreement dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture and (iv) the Fourth Amendment to the Quota Pledge Agreement dated September 8, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

CLOSURE SYSTEMS INTERNATIONAL B.V.

/s/ Sergio Henrique Nascimento

By: Sergio Henrique Nascimento

Title: Attorney in Fact

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.

/s/ Sergio Henrique Nascimento

By: Sergio Henrique Nascimento

Capacity: Attorney in Fact

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

/s/ Sergio Henrique Nascimento

By: Sergio Henrique Nascimento

Title: Attorney in Fact

THE BANK OF NEW YORK MELLON as Collateral Agent acting as agent of and for the benefit of the Secured Parties

/s/ Joaquim José Aceturi de Oliveira
By: Joaquim José Aceturi de Oliveira
Title: attorney-in-fact
WITNESSES:
/s/ Debora Ilirira Montuou	/s/ Andrea Ribeiro
Name: Debora Ilirira Montuou	Name: Andrea Ribeiro
ID: 25.978.964-1	ID: 23.126.528-1

EX-4.532

EXHIBIT 4.532

Execution version

SEVENTH AMENDMENT TO THE PLEDGE AGREEMENT OVER RECEIVABLES

AND OTHER CREDIT RIGHTS

between

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

as Grantor

Dated as of

November 7, 2012

SEVENTH AMENDMENT TO THE PLEDGE AGREEMENT OVER RECEIVABLES

AND OTHER CREDIT RIGHTS

This Seventh Amendment to the Pledge Agreement over Receivables and Other Credit Rights (the “Amendment”) is made as of November 7, 2012 by and among:

(a) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(b) CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, nº 1.819-1.889, Sítio Tamboré, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.074.885/0001-48, herein represented in accordance with its Charter Documents (together with its successors and permitted assignees, the “Grantor”);

WHEREAS, on January 29, 2010, the parties hereto entered into the Pledge Agreement over Receivables and Other Credit Rights (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated January 31, 2011, (iv) the Fourth Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, (v) the Fifth Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated September 8, 2011, in respect of Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and a Senior Secured Notes Indenture dated August 9, 2011, and (vi) the Sixth Amendment to the Pledge Agreement over Receivables and Other Credit Rights dated January 24, 2012.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments, as applicable. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

A) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

B) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

By:	/s/ Sergio Henrique Nascimento
Name: Sergio Henrique Nascimento
Title:  Manager

THE BANK OF NEW YORK MELLON, as Collateral Agent acting as agent of and for the benefit of the Secured Parties

By:	/s/ Joaquim José Aceturi de Oliveira
Name: Joaquim José Aceturi de Oliveira
Title: attorney-in-fact
WITNESSES:
/s/ Debora Ilirira Montuou		/s/ Andrea Ribeiro
Name: Debora Ilirira Montuou		Name: Andrea Riveiro
ID: 25.978.964-1		ID: 23.126.528-1

EX-4.533

EXHIBIT 4.533

Execution version

FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT

between

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

as Grantor

Dated as of

November 7, 2012

FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT

This Fifth Amendment to the Accounts Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among:

(a) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(b) CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, nº 1.819-1.889, Sítio Tamboré, enrolled with the CNPJ/MF under nº 09.074.885/0001-48, herein represented in accordance with its Charter Documents (together with its successors and permitted assignees, the “Grantor”);

WHEREAS, on January 29, 2010, the parties hereto entered into the Accounts Pledge Agreement (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Accounts Pledge Agreement dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Accounts Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Accounts Pledge Agreement dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, and (iv) the Fourth Amendment to the Accounts Pledge Agreement date September 08, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time

party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.),

SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) (i a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

By:	/s/ Sergio Henrique Nascimento
Name: Sergio Henrique Nascimento
Title: Manager

THE BANK OF NEW YORK MELLON, as Collateral Agent acting as agent of and for the benefit of the Secured Parties

By:	/s/ Joaquim José Aceturi de Oliveira
Name: Joaquim José Aceturi de Oliveira
Title: attorney-in-fact

WITNESSES:   /s/ Debora Ilirira Montuou Name: Debora Ilirira Montuou ID: 25.978.964-1 /s/ Andrea Ribeiro Name: Andrea Ribeiro ID: 23.126.528-1

EX-4.534

EXHIBIT 4.534

Execution version

FIFTH AMENDMENT TO THE PLEDGE AGREEMENT OVER INVENTORY,

EQUIPMENT AND OTHER ASSETS

between

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

as Grantor

Dated as of

November 7, 2012

FIFTH AMENDMENT TO THE PLEDGE AGREEMENT OVER INVENTORY,

EQUIPMENT AND OTHER ASSETS

This Fifth Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets (the “Amendment”) is made as of November 7, 2012 by and among:

(a) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(b) CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, nº 1.819-1.889, Sítio Tamboré, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.074.885/0001-48, herein represented in accordance with its Charter Documents (together with its successors and permitted assignees, the “Grantor”);

WHEREAS, on January 29, 2010, the parties hereto entered into the Pledge Agreement over Inventory, Equipment and Other Assets (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, and (iv) the Fourth Amendment to the Pledge Agreement over Inventory, Equipment and Other Assets dated September 8, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.),

Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

A) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than thirty (30) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado), and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) and with competent Registry of Real Estate (Cartórios de Registro de Imóveis) in Brazil pursuant to Article 128 and Article 246 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.

By:	/s/ Sergio Henrique Nascimento
Name: Sergio Henrique Nascimento
Title: Manager

THE BANK OF NEW YORK MELLON, as Collateral Agent acting as agent of and for the benefit of the Secured Parties

By:	/s/ Joaquim José Aceturi de Oliveira
Name: Joaquim José Aceturi de Oliveira
Title: attorney-in-fact

WITNESSES:   /s/ Debora Ilirira Montuou Name: Debora Ilirira Montuou ID: 25.978.964-1 /s/ Andrea Ribeiro Name: Andrea Ribeiro ID: 23.126.528-1

EX-4.535

EXHIBIT 4.535

Execution version

FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT

between

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

SIG COMBIBLOC DO BRASIL LTDA.

as Grantor

Dated as of

November 7, 2012

FIFTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENT

This Fifth Amendment to the Accounts Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among:

(a) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(b) SIG COMBIBLOC DO BRASIL LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of São Paulo, State of São Paulo, at Rua Funchal, nº 418, Edifício e-Tower, 14th floor, Vila Olímpia, CEP 04551-060, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 01.861.489/0001-59, herein represented in accordance with its Charter Documents (together with its successors and permitted assignees, the “Grantor”);

WHEREAS, on March 30, 2010, the parties hereto entered into the Accounts Pledge Agreement (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Accounts Pledge Agreement dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Accounts Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Accounts Pledge Agreement dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, and (iv) the Fourth Amendment to the Accounts Pledge Agreement date September 8, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time

party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.),

SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

SIG COMBIBLOC DO BRASIL LTDA.

By:	/s/ Ricardo Lança Rodriguez
Name: Ricardo Lança Rodriguez
Title:   General Manager

By:	/s/ Rodrigo D. Salomão
Name: Rodrigo D. Salomão
Title:  Director of Finance

THE BANK OF NEW YORK MELLON, as Collateral Agent acting as agent of and for the benefit of the Secured Parties

By:	/s/ Joaquim José Aceturi de Oliveira
Name: Joaquim José Aceturi de Oliveira
Title:  attorney-in-fact

WITNESSES:

/s/ Andrea Ribeiro	/s/ Rita Scorzo
Name: Andrea Ribeiro ID: 23.126.582-1	Name: Rita Scorzo ID: 19.144.022-x

EX-4.536

EXHIBIT 4.536

Execution version

SEVENTH AMENDMENT TO THE PLEDGE AGREEMENT OVER RECEIVABLES

AND OTHER CREDIT RIGHTS

between

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

and

SIG COMBIBLOC DO BRASIL LTDA.

as Grantor

Dated as of

November 7, 2012

SEVENTH AMENDMENT TO PLEDGE AGREEMENT OVER RECEIVABLES AND

OTHER CREDIT RIGHTS

This Seventh Amendment to Pledge Agreement Over Receivables and Other Credit Rights (the “Amendment”) is made as of November 7 2012 by and among:

(a) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(b) SIG COMBIBLOC DO BRASIL LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of São Paulo, State of São Paulo, at Rua Funchal, 418, Edifício e-Tower, 14th floor, Vila Olímpia, CEP 04551-060, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 01.861.489/0001-59, herein represented in accordance with its charter documents (together with its successors and permitted assignees, “Grantor”).

WHEREAS, on March 30, 2010 the Grantor and the Collateral Agent entered into a Pledge Agreement Over Receivables and Other Credit Rights (as amended from time to time, the “Agreement”), which has been registered with the 2^nd Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) of the city of São Paulo, Brazil, under No. 3.426.159; and

WHEREAS, the following document was entered into on the date, and by and among the parties described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

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WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and

3

Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

A) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate

4

in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

B) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

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(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

6

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this

7

Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

SIG COMBIBLOC DO BRASIL LTDA.
By:	/s/ Ricardo Lança Rodriguez
Name: Ricardo Lança Rodriguez
Title: General Director
By:	/s/ Rodrigo D. Salomão
Name: Rodrigo D. Salomão
Title: Director of Finance

THE BANK OF NEW YORK MELLON, as Collateral Agent acting as agent of and for the benefit of the Secured Parties

By:	/s/ Joaquim José Aceturi de Oliveira
Name: Joaquim José Aceturi de Oliveira
Title: Attorney-in-fact

WITNESSES:
/s/ Andrea Ribeiro	/s/ Rita Scorzo
Name: Andrea Ribeiro	Name: Rita Scorzo
ID: 23.120.528-1	ID: 19.144.022-x

8

EX-4.537

EXHIBIT 4.537

Execution version

FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

among

THE BANK OF NEW YORK MELLON

as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor

Agreement

SIG EURO HOLDING AG & CO. KGAA

and

SIG BEVERAGES GERMANY GMBH

as Grantors

and

SIG BEVERAGES BRASIL LTDA.

as the Company

Dated as of

November 7, 2012

FIFTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT

This Fifth Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of November 7, 2012 by and among:

(a) SIG EURO HOLDING AG & CO. KGAA, a company, duly organized and existing in accordance with the laws of Germany, with its registered office at Rurstraße 58, 52441 Linnich, Germany, registered with the Commercial Register of the Local Court Düren under HR B 5754, herein duly represented in accordance with its Charter Documents (“SIG Euro”);

(b) SIG BEVERAGES GERMANY GMBH, a company duly incorporated and existing under the laws of Germany, with its registered office at Rurstraße 58, 52441 Linnich, Germany, registered with the Commercial Register of the Local Court Düren under HR B 6374, herein duly represented in accordance with its Charter Documents, “SIG Beverages Germany” and together with SIG Euro, the “Grantors”);

(c) THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the laws of the State of New York, with its registered office at 101 Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under nº 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors and permitted assignees in such capacity, the “Collateral Agent”); and

(d) SIG BEVERAGES BRASIL LTDA., a limited liability company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of São Paulo, State of São Paulo, at Rua Funchal, nº 418, Edifício e-Tower, 14th floor, room 1, Vila Olímpia, CEP 04551-060, enrolled with the CNPJ/MF under nº 57.866.238/0001-11 (the “Company”).

WHEREAS, on March 30, 2010, the parties hereto entered into the Quota Pledge Agreement (the “Pledge Agreement”).

WHEREAS, the Pledge Agreement was amended by (i) the Amendment to the Quota Pledge Agreement dated May 4, 2010, in respect of an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated May 4, 2010, (ii) the Second Amendment to the Quota Pledge Agreement dated November 16, 2010, in respect of an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated September 30, 2010 and a Senior Secured Notes Indenture dated October 15, 2010, (iii) the Third Amendment to the Quota Pledge Agreement dated March 2, 2011, in respect of an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated February 9, 2011 and the February 2011 Secured Notes Indenture, and (iv) and the Fourth Amendment to the Quota Pledge Agreement dated September 8, 2011, in respect of an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated August 9, 2011 and the August 2011 Secured Notes Indenture.

WHEREAS, the following document was entered into on the date, and by and among the parties, described below:

Amendment No. 7 and Incremental Term Loan Assumption Agreement dated September 28, 2012, entered into by and among, including others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG as administrative agent for the Lenders, related to and amending and restating the Credit Agreement dated as of November 5, 2009, as set out therein and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (the “Third Amended and Restated Credit Agreement”).

WHEREAS, pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated September 28, 2012, and entered into between, among others, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group (Luxembourg) S.A. (the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, certain secured notes (the “September 2012 Secured Notes”) were issued by the September 2012 Issuers.

WHEREAS, the obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

WHEREAS, the parties recognize and agree that the security interest created under the Pledge Agreement shall extend to secure, in addition to the obligations currently secured thereby, the obligations created under the Third Amended and Restated Credit Agreement and the Additional Documents (as defined under the First Lien Intercreditor Agreement) in respect of the Secured Notes Designation (“Additional Covered Obligations”).

WHEREAS, any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 outstanding under the Senior Secured Notes Indenture have been repaid or redeemed in full.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment are used herein and in any notice given under this Amendment with the same meanings ascribed to such terms in the Pledge Agreement or any of its amendments. All terms defined in this Amendment shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2. Amendment. The parties hereto agree to amend the Pledge Agreement as follows, such amendment to be in force and effect as of the date hereof:

(a) The following new definitions will be inserted at the appropriate place in alphabetical order with the following wording:

“Credit Agreement” means the third amended and restated credit agreement dated September 28, 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.

“September 2012 Secured Notes Indenture” means the indenture dated September 28, 2012, between the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, Wilmington Trust (London) Limited as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“September 2012 Secured Notes Indenture Secured Parties” shall mean such entities as fall within the definition of “Additional Secured Parties” under the First Lien Intercreditor Agreement as a result of the designation of the obligations in respect of the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) being “Additional Obligations” under the First Lien Intercreditor Agreement.

(b) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties agree to amend the description of the Secured Obligations contained in Schedule A-I of the Pledge Agreement to read as follows:

DESCRIPTION OF THE SECURED OBLIGATIONS UNDER THE LOAN DOCUMENTS

a) All obligations owed to the Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and without limitation):

(i) a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US $2,235,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(ii) a senior secured European term loan facility in an aggregate principal amount not in excess of €300,000,000 with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 1.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on September 28, 2018 (subject to prepayment and acceleration provisions);

(iii) a senior secured U.S. revolving loan facility in an aggregate principal amount not in excess of US $120,000,000, which principal amounts include sub-limits for letter of credit facilities, with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions);

(iv) a European revolving loan facility in an aggregate principal amount not in excess of €80,000,000, which principal amounts include sub-limits for letter of credit facilities with an interest rate equivalent to the Applicable Margin plus (a) the greater of (i) 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) in the case of loans denominated in Euro, the Foreign Base Rate as applicable; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and

(v) incremental loan facilities in a principal amount of up to US $750,000,000 with an interest rate equivalent to the rates set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility; which shall be repaid in full as set forth in clauses (i) through (iv) above, as applicable to the relevant incremental loan facility or such other as set out in the relevant Incremental Assumption Agreement, which date of repayment shall be earlier than the dates set forth above as applicable to the relevant incremental loan facility (subject to prepayment and acceleration provisions).

b) all other obligations, advances, debts and liabilities owed to the Secured Parties under the Credit Agreement, including indemnities, fees and interest incurred under, arising out of or in connection with the Credit Agreement.

Definitions

For the purpose of this item “I” of this Schedule A, all capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit Agreement.

(c) In order to evidence the extension of the security interest created under the Pledge Agreement to the Additional Covered Obligations, the Parties also agree to insert Schedule A-VI describing the obligations in respect of the September 2012 Secured Notes:

DESCRIPTION OF THE OBLIGATIONS UNDER THE SENIOR SECURED NOTE DOCUMENTS

(RELATING TO THE SEPTEMBER 2012 SECURED NOTES INDENTURE)

All obligations owed to the September 2012 Secured Notes Indenture Secured Parties now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including (and without limitation):

(i) the due and punctual payment of:

(a) (A) US $3,250,000,000 aggregate principal amount on the notes due 2020 and interest, which shall be paid on April 15 and October 15, at the rate of 5.750% per annum (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; and

(b) all other monetary obligations of any September 2012 Issuer to any of the September 2012 Secured Notes Indenture Secured Parties under the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture), including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

(ii) the due and punctual performance of all other obligations of the September 2012 Issuers under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture); and

(iii) the due and punctual payment and performance of all the obligations of each other obligor under or pursuant to the Senior Secured Note Documents (as such term is defined in the September 2012 Secured Notes Indenture).

(d) In order to evidence the repayment or redemption in full of any and all of the U.S. dollar denominated 7.75% senior secured notes due 2016 issued under the Senior Secured Notes Indenture, the Parties agree to amend the description of the obligations owed to the Indenture Secured Parties contained in Schedule A-II of the Pledge Agreement by deleting paragraph (i)(a)(A) in its entirety and renaming the subsequent paragraph from (i)(a)(B) to (i)(a).

(e) For the avoidance of doubt, the parties agree that, as a result of this amendment: (i) the obligations created under the Third Amended and Restated Credit Agreement, the September 2012 Secured Notes Indenture and the Senior Secured Note Documents (as defined therein) shall be considered “Secured Obligations” for the purposes of the Pledge Agreement; and (ii) any September 2012 Secured Notes Indenture Secured Parties (including any holder of the September 2012 Secured Notes) shall be considered “Secured Parties” for the purposes of the Pledge Agreement.

3. Registration of this Amendment. The Grantor shall, at its own expense, no later than twenty (20) days from the execution date of this Amendment, (i) cause the signature of the parties who have signed this Amendment outside Brazil to be notarized by a public notary and consularized at the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a public sworn translator (tradutor público juramentado) and (iii) have this Amendment, together with its sworn translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973. The Grantor shall, promptly after such registration, deliver to the Collateral Agent evidence of such registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in connection with such registrations shall be borne by the Grantor.

Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to undertake any of the registrations, translations, filings and other formalities described herein if Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly for any and all costs and expenses incurred by it related to such registrations, translations, filings and other formalities in accordance with the provisions of the Principal Finance Documents.

4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement not expressly amended as a result of this Amendment shall remain in full force and effect.

5. Security Document. The Parties agree that this Amendment shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Amendment and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of the undersigned witnesses.

SIG EURO HOLDING AG & CO. KGAA

represented by its general partner SIG

Schweizerische Industrie-Gesellschaft AG

(formerly SIG Reinag AG)

/s/ Edimara Iansen Wieclorek

By: Edimara Iansen Wieclorek

Title: Legal Representative

SIG BEVERAGES GERMANY GMBH

/s/ Edimara Iansen Wieclorek

By: Edimara Iansen Wieclorek

Title: Legal Representative

SIG BEVERAGES BRASIL LTDA.

/s/ Felix Colas

By: Felix Colas

Title: Director

THE BANK OF NEW YORK MELLON as Collateral Agent acting as agent of and for the benefit of the Secured Parties

/s/ Joaquim José Aceturi de Oliveira

By: Joaquim José Aceturi de Oliveira

Title: attorney-in-fact

WITNESSES:
Name:	Name:
ID:	ID:

EX-4.538

EXHIBIT 4.538

Execution Version

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language	-5-
2.	Pledge	- 12-
3.	Purpose of the Pledges	- 13-
4.	Notice of Pledge	- 13-
5.	Pledgor’s Right of Disposal	- 14-
6.	Enforcement of the Pledges	- 14-
7.	Limitations on Enforcement	- 15-
8.	Undertakings of the Pledgor	- 18-
9.	Delegation	- 19-
10.	Indemnity	- 20-
11.	No liability	- 20-
12.	Duration and Independence	- 20-
13.	Release (Pfandfreigabe)	- 21-
14.	Partial Invalidity; Waiver	- 21-
15.	Amendments	- 22-
16.	Notices and their Language	- 22 -
17.	Applicable Law, Jurisdiction	- 23-
18.	Conclusion of this Agreement (Vertragsschluss)	- 24-
Schedule 1		- 26-
Part 1 List of Current Borrowers		- 26-
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
Part 3 List of Current New Secured Notes Guarantors		- 31-
Schedule 2 List of Accounts		- 37-
PART 1 – List of Accounts		- 37-
PART 2 – List of Excluded Accounts		- 37-
Schedule 3 Form of Notice of Pledge		- 38-
Schedule 4 Form of Notification of Future Accounts		- 42-

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) Closure Systems International Holdings (Germany) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Mainzer Strasse 185, 67547 Worms, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

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NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between Closure Systems International Holdings Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and

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the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

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“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

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1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under

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or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the

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Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

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6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

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(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirements as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to

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deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses.

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

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13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

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15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Closure Systems International Holdings (Germany) GmbH
	Address:	Mainzer Strasse 185,67547 Worms, Germany
	Telephone	+49 6241 400 10
	Fax:	+49 6241 400 187
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

- 22 -

For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

- 23 -

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

Closure Systems International Holdings (Germany) GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon
as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 26 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

- 27 -

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

- 28 -

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

- 29 -

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

- 30 -

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

- 31 -

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

- 32 -

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

- 33 -

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

- 34 -

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

- 35 -

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
580892800	BLZ 50040000 IBAN DE145004000000583076500	Commerzbank AG, Kaiserstrasse 30, 60311 Frankfurt am Main, Germany	Giro	EURO

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:       [Pledgor]
An/To:                      [Account Bank]
Datum/Date:             [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreement dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully
[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:      [Account Bank]
An/ To:                    [Collateral Agent]               und/and               [Pledgor]
Datum/ Date:           [•]
Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 40 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully
[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully

[Pledgor]

By:                                                                   

Name:

Title: Managing Director (Geschäftsführer)

- 43 -

EX-4.539

EXHIBIT 4.539

Execution Version

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 19 -
10.	Indemnity		- 19 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 20 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 21 -
16.	Notices and their Language		- 21 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 23 -
Schedule 1			- 25 -
Part 1	List of Current Borrowers		- 25 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 25 -
Part 3	List of Current New Secured Notes Guarantors		- 30 -
Schedule 2 List of Accounts			- 36 -
PART 1– List of Accounts			- 36 -
PART 2 – List of Excluded Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) Closure Systems International Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Mainzer Strasse 185, 67547 Worms, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc.

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and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the

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Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

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“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

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“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to

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fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

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8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

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8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

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11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

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13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Closure Systems International Deutschland GmbH
	Address:	Mainzer Strasse 185,                          67547 Worms, Germany

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	Telephone:	+49 6241 400 10
	Fax:	+49 6241 400 187
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next

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business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

Closure Systems International Deutschland GmbH as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

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CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

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CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

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Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

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Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

- 29 -

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

- 30 -

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

- 31 -

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

- 32 -

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

- 33 -

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

- 34 -

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS¹

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5830765 00	IBAN DE14 5004 0000 0058 30765 00 BLZ 50040000	Commerzbank AG, Kaiserstraße 30, 60311 Frankfurt am Main	Giro	EURO
020 9999 013	IBAN DE88 5021 0900 0209 9990 13 BLZ 50210900	Citigroup Global Markets Deutschland AG & Co. KGaA Reuterweg 16, 60323 Frankfurt	Giro	EURO

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

¹  To be confirmed.

- 36 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:        [Pledgor]
An/To:                       [Account Bank]
Datum/Date:              [—]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,

wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 38 -

[Letterhead of Account Bank]

Absender/From:        [Account Bank]
An/ To:                      [Collateral Agent]                                     und/and                                     [Pledgor]
Datum/ Date:              [—]
Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 39 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 40 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 41 -

	Yours faithfully
	[Pledgor]
By:
	Name:
Title:	Managing Director (Geschäftsführer)

- 42 -

EX-4.540

EXHIBIT 4.540

Execution Version

SIG EURO HOLDING AG & CO. KGaA

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Undertakings of the Pledgor		- 15 -
8.	Delegation		- 17 -
9.	Indemnity		- 17 -
10.	No liability		- 17 -
11.	Duration and Independence		- 18 -
12.	Release (Pfandfreigabe)		- 18 -
13.	Partial Invalidity; Waiver		- 19 -
14.	Amendments		- 19 -
15.	Notices and their Language		- 19 -
16.	Applicable Law, Jurisdiction		- 21 -
17.	Conclusion of this Agreement (Vertragsschluss)		- 21 -
Schedule 1			- 23 -
Part  1 List of Current Borrowers			- 23 -
Part  2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			- 23 -
Part  3 List of Current New Secured Notes Guarantors			- 28 -
Schedule 2 List of Accounts			- 34 -
PART 1 – List of Accounts			- 34 -
PART 2 – List of Excluded Accounts			- 34 -
Schedule 3 Form of Notice of Pledge			- 35 -
Schedule 4 Form of Notification of Future Accounts			- 39 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Euro Holding AG & Co. KGaA, an association limited by shares (Kommanditgesellschaft auf Aktien) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

- 3 -

S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

- 4 -

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and pledge.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).(the “Pledge” and/or the “Pledges”).

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2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 7.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

7.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

7.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 7.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

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7.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

7.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

7.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

7.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

7.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

7.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

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7.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

7.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 7.3, 7.4, 7.5, 7.6 and 7.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

7.11 sub-Clause 7.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 7.5 corresponding to sub-clause 7.5 of this Agreement.

8. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

9. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

10. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

- 17 -

11. DURATION AND INDEPENDENCE

11.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

11.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

11.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

11.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

12. RELEASE (PFANDFREIGABE)

12.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

12.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

12.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

- 18 -

13. PARTIAL INVALIDITY; WAIVER

13.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

13.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

14. AMENDMENTS

Changes and amendments to this Agreement including this Clause 14 shall be made in writing.

15. NOTICES AND THEIR LANGUAGE

15.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Euro Holding AG & Co. KGaA
	Address:	Rurstrasse 58 52441 Linnich, Germany
	Telephone	+49 2462 79 0
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)

- 19 -

For the Pledgor with a copy to:	Address:	c/o Rank Group Limited
		Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

15.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

15.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 15.

15.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

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16. APPLICABLE LAW, JURISDICTION

16.1 This Agreement is governed by the laws of the Federal Republic of Germany.

16.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

17. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

17.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

17.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 17.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

17.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 21 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Euro Holding AG & Co. KGaA
as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 22 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 23 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 24 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 25 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 26 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 27 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 28 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 29 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 30 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 31 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 32 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 33 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
1/2000/006	SWIFT: TUBDDEDD IBAN: DE5300308800012000006	HSCB Trinkaus & Burkhard AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR
1/2000/014	IBAN: DE80300308800012000014	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR
401/2000/001	IBAN: DE57300308804012000001	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	USD

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 34 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:            [Pledgor]
An/To:                           [Account Bank]
Datum/Date:                  [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreement dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 35 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully
[Pledgor]

(Geschäftsführer/Managing Director)

- 36 -

[Letterhead of Account Bank]

Absender/From:                [Account Bank]
An/ To:                              [Collateral Agent]                                            und/and                                            [Pledgor]
Datum/ Date:                     [•]
Bestätigung des Empfangs einer Verpfändungsanzeige Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

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Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully
[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From: [Pledgor]

To: [Collateral Agent]

Date: [Date of Notification]

Re: Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 7.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 7.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

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Yours faithfully

[Pledgor]

            By:                                                                              

Name:

Title: Managing Director (Geschäftsführer)

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EX-4.541

EXHIBIT 4.541

Execution Version

SIG BEVERAGES GERMANY GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 19 -
10.	Indemnity		- 19 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 20 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 21 -
16.	Notices and their Language		- 21 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 23 -
Schedule 1			- 25 -
Part 1 List of Current Borrowers			- 25 -
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			- 25 -
Part 3 List of Current New Secured Notes Guarantors			- 30 -
Schedule 2 List of Accounts			- 36 -
PART 1– List of Accounts			- 36 -
PART 2 – List of Excluded Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Beverages Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6374 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section(3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to

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fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

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8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

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8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

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11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security

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(Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Beverages Germany GmbH
	Address:	Rurstrasse 58, 52441 Linnich, Germany

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	Telephone
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next

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business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s)

transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 23 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Beverages Germany GmbH as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 24 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 25 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

- 26 -

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

- 27 -

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

- 28 -

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

- 29 -

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

- 30 -

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

- 31 -

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

- 32 -

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

- 33 -

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

- 34 -

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
0405434900	IBAN DE97360800800429434800 SWIFT DRESDEFF360	Commerzbank AG, Kampstraße 47, 44401 Dortmund	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 36 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 38 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 39 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 40 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 41 -

Yours faithfully

[Pledgor]

By:

Name:

Title: Managing Director (Geschäftsführer)

- 42 -

EX-4.542

EXHIBIT 4.542

Execution Version

SIG COMBIBLOC GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 19 -
10.	Indemnity		- 19 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 20 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 21 -
16.	Notices and their Language		- 21 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 23 -
Schedule 1			- 25 -
Part 1 List of Current Borrowers			- 25 -
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			- 25 -
Part 3 List of Current New Secured Notes Guarantors			- 30 -
Schedule 2 List of Accounts			- 36 -
PART 1– List of Accounts			- 36 -
PART 2 – List of Excluded Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to

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fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

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8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

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8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses.

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

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11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security

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(Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc GmbH
	Address:	Rurstrasse 58 52441 Linnich, Germany

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	Telephone Fax:	+49 2462 79 0 +49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address: Telephone:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand +649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

For the Collateral Agent:	The Bank of New York Mellon
	Address: Telephone:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America +212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next

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business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

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Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

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J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

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Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

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Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

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Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 32 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

- 33 -

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

- 34 -

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
283029	300 308 80 IBAN DE5300308800012000006 SWIFT TUBDDEDD	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	EUR
400/0283/008	IBAN DE61300308804000283008	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	CHF
400/0283/016	IBAN DE39300308804000283016	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	USD

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 36 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 38 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,

Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 39 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 40 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:                   To:   Date:   Re: [Pledgor]   [Collateral Agent]   [Date of Notification]   Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 41 -

Yours faithfully

[Pledgor]

By:                                                              

Name:

Title: Managing Director (Geschäftsführer)

- 42 -

EX-4.543

EXHIBIT 4.543

Execution Version

SIG COMBIBLOC HOLDING GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 17 -
9.	Delegation		- 19 -
10.	Indemnity		- 19 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 20 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 21 -
16.	Notices and their Language		- 21 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 23 -
Schedule 1			- 25 -
Part 1	List of Current Borrowers		- 25 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 25 -
Part 3	List of Current New Secured Notes Guarantors		- 30 -
Schedule 2 List of Accounts			- 36 -
PART 1– List of Accounts			- 36 -
PART 2 – List of Excluded Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

- 3 -

S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

- 4 -

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

- 5 -

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to

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fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

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8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

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8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

- 19 -

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security

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(Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Holding GmbH
	Address:	Rurstrasse 58 52441 Linnich, Germany

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	Telephone	+49 2462 79 0
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

- 22 -

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 23 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc Holding GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 24 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 25 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 26 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 27 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 28 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 29 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 30 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 31 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 32 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 33 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 34 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5327/008	IBAN DE47300308800005327008	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 36 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:                [Pledgor]
An/To:                                [Account Bank]
Datum/Date:                      [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8 September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreement dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheitentreuhänder erhalten, sind wir ermächtigt, über die Konten und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 38 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

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Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From: [Pledgor]

To: [Collateral Agent]

Date: [Date of Notification]

Re: Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

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Yours faithfully

[Pledgor]

By:                                                                  

Name:

Title: Managing Director (Geschäftsführer)

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EX-4.544

EXHIBIT 4.544

Execution Version

SIG BETEILIGUNGS GMBH (FORMERLY SIG VIETNAM BETEILIGUNGS GMBH)

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1	List of Current Borrowers		- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
Part 3	List of Current New Secured Notes Guarantors		- 31 -
Schedule 2 List of AccountS			- 37 -
Part 1 – List of Accounts			- 37 -
Part 2 – List of Excluded Accounts			- 37 -
Schedule 3 Form of Notice of Pledge			- 38 -
Schedule 4 Form of Notification of Future Accounts			- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH), a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6373 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Beteiligungs GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and

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the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

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“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

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1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

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(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the

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Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

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6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

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7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

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The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

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7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account . For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

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8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

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8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-Clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

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12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable

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provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH)
	Address: Telephone	Rurstrasse 58, 52441 Linnich, Germany
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259

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	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

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17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH) as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

- 26 -

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

- 27 -

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 28 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

- 29 -

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

- 30 -

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 31 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 32 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 33 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 34 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 35 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5328/004	IBAN DE24300308800005328004	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR
5328012	IBAN DE24300308800005328012	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:       [Pledgor]
An/To:                      [Account Bank]
Datum/Date:             [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 40 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully [Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.545

EXHIBIT 4.545

Execution Version

SIG INFORMATION TECHNOLOGY GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language	- 5 -
2.	Pledge	- 12 -
3.	Purpose of the Pledges	- 13 -
4.	Notice of Pledge	- 13 -
5.	Pledgor’s Right of Disposal	- 14 -
6.	Enforcement of the Pledges	- 14 -
7.	Limitations on Enforcement	- 15 -
8.	Undertakings of the Pledgor	- 18 -
9.	Delegation	- 19 -
10.	Indemnity	- 20 -
11.	No liability	- 20 -
12.	Duration and Independence	- 20 -
13.	Release (Pfandfreigabe)	- 21 -
14.	Partial Invalidity; Waiver	- 21 -
15.	Amendments	- 22 -
16.	Notices and their Language	- 22 -
17.	Applicable Law, Jurisdiction	- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)	- 24 -
Schedule 1		- 26 -
Part 1	List of Current Borrowers	- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors	- 26 -
Part 3	List of Current New Secured Notes Guarantors	- 31 -
Schedule 2 List of Accounts		- 37 -
Part 1 – List of Accounts		- 37 -
Part 2 – List of Excluded Accounts		- 37 -
Schedule 3 Form of Notice of Pledge		- 38 -
Schedule 4 Form of Notification of Future Accounts		- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Information Technology GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 4050 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the

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“August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

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“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

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“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

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(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

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2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control

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over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y)

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would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

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13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

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15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Information Technology GmbH
	Address:	Rurstrasse 58 52441 Linnich, Germany
	Telephone:
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Information Technology GmbH
as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon
as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS, CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

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Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

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J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

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Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

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Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

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CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 32 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 33 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 34 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 35 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5325/005	IBAN DE02300308800005325005	HSBC Trinkaus & Burkhardt KGaA Königsallee 21/23 40212 Düsseldorf	current account	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheitentreuhänder erhalten, sind wir ermächtigt, über die Konten und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 40 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully

[Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.546

EXHIBIT 4.546

Execution Version

SIG INTERNATIONAL SERVICES GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause	Page
1.      Definitions and Language		- 5 -
2.      Pledge		- 12 -
3.      Purpose of the Pledges		- 13 -
4.      Notice of Pledge		- 13 -
5.      Pledgor's Right of Disposal		- 14 -
6.      Enforcement of the Pledges		- 14 -
7.      Limitations on Enforcement		- 15 -
8.      Undertakings of the Pledgor		- 18 -
9.      Delegation		- 19 -
10.    Indemnity		- 20 -
11.    No liability		- 20 -
12.    Duration and Independence		- 20 -
13.    Release (Pfandfreigabe)		- 21 -
14.    Partial Invalidity; Waiver		- 21 -
15.    Amendments		- 22 -
16.    Notices and their Language		- 22 -
17.    Applicable Law, Jurisdiction		- 23 -
18.    Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1		- 26 -
Part 1 List of Current Borrowers		- 26 -
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured       Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes       Guarantors		- 26 -
Part 3 List of Current New Secured Notes Guarantors		- 31 -
Schedule 2 List of Accounts		- 37 -
Part 1 – List of Accounts		- 37 -
Part 2 – List of Excluded Accounts		- 37 -
Schedule 3 Form of Notice of Pledge		- 38 -
Schedule 4 Form of Notification of Future Accounts		- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG International Services GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3925 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the

- 3 -

“August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

- 4 -

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

- 5 -

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) entered into between SIG International Services GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG International Services GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG International Services GmbH as pledgor and The Bank of New York Mellon as collateral agent and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG International Services GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG International Services GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

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“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

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“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

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(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

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2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control

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over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y)

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would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to

- 18 -

deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

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13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

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15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG International Services GmbH
	Address:	Rurstrasse 58 52441 Linnich, Germany
	Telephone
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG International Services GmbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

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Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

- 27 -

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 28 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

- 29 -

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

- 30 -

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

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Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 33 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

- 34 -

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

- 35 -

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5326/001	IBAN DE76300308800005326001	HSBC Trinkaus & Burkhardt KGaA	current account	EUR
		Königsallee 21/23
		40212 Düsseldorf

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

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[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

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Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

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Yours faithfully

[Pledgor]

By:
Name:
Title:	Managing Director (Geschäftsführer)

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EX-4.547

EXHIBIT 4.547

Execution Version

SIG COMBIBLOC SYSTEMS GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language	- 5 -
2.	Pledge	- 12 -
3.	Purpose of the Pledges	- 13 -
4.	Notice of Pledge	- 13 -
5.	Pledgor's Right of Disposal	- 14 -
6.	Enforcement of the Pledges	- 14 -
7.	Limitations on Enforcement	- 15 -
8.	Undertakings of the Pledgor	- 18 -
9.	Delegation	- 20 -
10.	Indemnity	- 20 -
11.	No liability	- 20 -
12.	Duration and Independence	- 20 -
13.	Release (Pfandfreigabe)	- 21 -
14.	Partial Invalidity; Waiver	- 21 -
15.	Amendments	- 22 -
16.	Notices and their Language	- 22 -
17.	Applicable Law, Jurisdiction	- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)	- 24 -
Schedule 1		- 26 -
Part 1 List of Current Borrowers		- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors	- 26 -
Part 3 List of Current New Secured Notes Guarantors		- 31 -
Schedule 2 List of Accounts		- 37 -
Part 1 – List of Accounts		- 37 -
Part 2 – List of Excluded Accounts		- 37 -
Schedule 3 Form of Notice of Pledge		- 38 -
Schedule 4 Form of Notification of Future Accounts		- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc Systems GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg)

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S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause ?2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

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6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

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(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

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7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account . For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement;

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9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

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12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

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14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Systems GmbH
	Address:	Rurstrasse 58 52441 Linnich, Germany
	Telephone	+49 2462 79 0
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc Systems GmbH
as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon
as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 26 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 27 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 28 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 29 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 30 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 31 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 32 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 33 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 34 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 35 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
10854008	300 308 80 IBAN DE5300308800012000006 SWIFT TUBDDEDD	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	EUR
4010854038	300 308 80 IBAN DE5300308800012000006 SWIFT TUBDDEDD	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	CHF
401/0854/046	IBAN DE73300308804010854046	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf	current account	USD

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 40 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From: [Pledgor]

To: [Collateral Agent]

Date: [Date of Notification]

Re: Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully

[Pledgor]

By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.548

EXHIBIT 4.548

Execution Version

SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language	- 5 -
2.	Pledge	- 12 -
3.	Purpose of the Pledges	- 13 -
4.	Notice of Pledge	- 13 -
5.	Pledgor’s Right of Disposal	- 14 -
6.	Enforcement of the Pledges	- 14 -
7.	Limitations on Enforcement	- 15 -
8.	Undertakings of the Pledgor	- 18 -
9.	Delegation	- 19 -
10.	Indemnity	- 20 -
11.	No liability	- 20 -
12.	Duration and Independence	- 20 -
13.	Release (Pfandfreigabe)	- 21 -
14.	Partial Invalidity; Waiver	- 21 -
15.	Amendments	- 22 -
16.	Notices and their Language	- 22 -
17.	Applicable Law, Jurisdiction	- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)	- 24 -
Schedule 1		- 26 -
Part 1	List of Current Borrowers	- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors	- 26 -
Part 3	List of Current New Secured Notes Guarantors	- 31 -
Schedule 2	List of Accounts	- 37 -
Part 1 –	List of Accounts	- 37 -
Part 2 –	List of Excluded Accounts	- 37 -
Schedule 3	Form of Notice of Pledge	- 38 -
Schedule 4	Form of Notification of Future Accounts	- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc Zerspanungstechnik GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Walkmühlenstrasse 8-10, 52074 Aachen, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the

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“August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

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“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

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“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

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(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

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2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control

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over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y)

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would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

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13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

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15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Zerspanungstechnik GmbH
	Address:	Walkmühlenstrasse 8-10, 52074 Aachen, Germany
	Telephone	+49 241 93 +49 241 93 05 040 +49 241 93 05 040
	Fax:	+49 241 130 64
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon
as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

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Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

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J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

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Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

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Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

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CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 32 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

- 33 -

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

- 34 -

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 35 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
5324/009	IBAN DE2530030880000532 4009	HSBC Trinkaus & Burkhardt KGaA Königsallee 21/23 40212 Düsseldorf	current account	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreement dated 5 November 2009, 16 November 2010, 2 March and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

- 40 -

Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.
Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:                         [Pledgor]

To:                              [Collateral Agent]

Date:                         [Date of Notification]

Re:                              Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully
[Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.549

EXHIBIT 4.549

Execution Version

PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledge		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1 List of Current Borrowers			- 26 -
Part  2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			- 26 -
Part 3 List of Current New Secured Notes Guarantors			- 31 -
Schedule 2 List of Accounts			- 37 -
PART 1 – List of Accounts			- 37 -
PART 2 – List of Excluded Accounts			- 37 -
Schedule 3 Form of Notice of Pledge			- 38 -
Schedule 4 Form of Notification of Future Accounts			- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) Pactiv Deutschland Holdinggesellschaft mbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Friedensallee 23-25, 22765 Hamburg, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 71774 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- - 2 - -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc.

- - 3 - -

and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

- - 4 - -

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

- - 5 - -

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means:

(a) the account pledge agreement dated 2 March 2011 entered into between Pactiv Deutschland Holdinggesellschaft mbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(b) the account pledge agreement dated 8 September 2011 and entered into between Pactiv Deutschland Holdinggesellschaft MBH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

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“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is

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entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental

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Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with

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respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured

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Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

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1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

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3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledge by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance

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with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGE

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account . For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

- - 19 - -

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

- - 20 - -

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

- - 21 - -

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Pactiv Deutschland Holdinggesellschaft mbH
	Address:	Friedensallee 25 22765 Hamburg, Germany
	Telephone	+49 40 39199211
	Fax:	+49 40 39199298
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

- - 22 - -

For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, NY 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent

- - 23 - -

jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- - 24 - -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

Pactiv Deutschland Holdinggesellschaft mbH

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon
as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

- - 25 - -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- - 26 - -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- - 27 - -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- - 28 - -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- - 29 - -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

- - 30 - -

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

- - 31 - -

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

- - 32 - -

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

- - 33 - -

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

- - 34 - -

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

- - 35 - -

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- - 36 - -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1 – LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
6314009	200 400 00	Commerzbank AG Ness 7 - 9 D-20454 Hamburg	Giro	EUR
5689007	BLZ 300 308 80	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- - 37 - -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 2. März 2011 und 8. September 2011 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 2 March 2011 and 8 September 2011 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—] , a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- - 38 - -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- - 39 - -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

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Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.
Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

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Yours faithfully

[Pledgor]

By:                                                                          

Name:

Title: Managing Director (Geschäftsführer)

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EX-4.550

EXHIBIT 4.550

Execution Version

OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor's Right of Disposal		- 14 -
6.	Enforcement of the Pledge		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part  1 List of Current Borrowers			- 26 -
Part  2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes   Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			- 26 -
Part  3 List of Current New Secured Notes Guarantors			- 31 -
Schedule 2 List of Accounts			- 37 -
PART1– List of Accounts			- 37 -
PART2 – List of Excluded Accounts			- 37 -
Schedule 3 Form of Notice of Pledge			- 38 -
Schedule 4 Form of Notification of Future Accounts			- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) Omni-Pac Ekco GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Friedensallee 25, 22765 Hamburg, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 102663 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc.

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and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

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“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means:

(a) the account pledge agreement dated 2 March 2011 entered into between Omni-Pac Ekco GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(b) the account pledge agreement dated 8 September 2011 and entered into between Omni-Pac Ekco GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

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“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

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“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental

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Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with

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respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured

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Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

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2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

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3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledge by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance

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with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGE

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account . For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

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9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

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12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

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14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Omni-Pac Ekco GmbH Verpackungsmittel
	Address:	Friedensallee 23-25 22765 Hamburg, Germany
	Telephone	+49 40 39199211
	Fax:	+49 40 39199298
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, NY 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent

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jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

Omni-Pac Ekco GmbH Verpackungsmittel
as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory
The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice Presiden

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 26 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

- 27 -

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 28 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- 29 -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

- 30 -

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

- 31 -

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

- 32 -

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

- 33 -

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

- 34 -

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

- 35 -

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
6200000	200 400 00	Commerzbank AG Ness 7 – 9 D-20454 Hamburg	Giro	EUR
5691001	3003 08 80	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 2. März 2011 und 8. September 2011 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 2 March 2011 and 8 September 2011 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

- 40 -

Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.
Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully

[Pledgor]

By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.551

EXHIBIT 4.551

Execution Version

OMNI-PAC GMBH VERPACKUNGSMITTEL

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledge		- 14 -
7.	Limitations on Enforcement		- 15 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1	List of Current Borrowers		- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
Part 3	List of Current New Secured Notes Guarantors		- 31 -
Schedule 2 List of Accounts			- 37 -
PART 1– List of Accounts			- 37 -
PART 2 – List of Excluded Accounts			- 37 -
Schedule 3 Form of Notice of Pledge			- 38 -
Schedule 4 Form of Notification of Future Accounts			- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) Omni-Pac GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Am Tidehafen 5, 26931 Elsfleth, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Oldenburg under HRB 201738 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc.

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and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Part 1 of Schedule 2 (List of Accounts) but excluding any Social Security Bank Account as listed in Part 2 of Schedule 2 (List of Excluded Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

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“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means:

(a) the account pledge agreement dated 2 March 2011 entered into between Omni-Pac GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(b) the account pledge agreement dated 8 September 2011 entered into between Omni-Pac GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

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“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

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“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental

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Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with

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respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured

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Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Social Security Bank Accounts” means any and all bank accounts which the Pledgor keeps at present or may at any time hereafter keep with any institution in the Federal Republic of Germany for the benefit of employees under or pursuant to applicable workmen’s compensation schemes, social security laws or regulations, including accounts kept under or pursuant to partial retirement programs (Blockmodell Altersteilzeit).

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

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2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

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3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledge by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance

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with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGE

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

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6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. LIMITATIONS ON ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than

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its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

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7.4 The limitations set out in Clause 7.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 7.2 above and (y) which amount of such up-stream or cross-stream security cannot be enforced as it would cause the net assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 7.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 7.3 above, provided that the final sentence of Clause 7.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 7.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to enforce the Pledge irrespective of the limitations set out in Clause 7.2 above.

7.5 If the Pledgee disagrees with the Balance Sheet, it shall be entitled to enforce the Pledge up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in Clause 7.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue their claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice of its intention to enforce the security created under this Agreement).

7.6 No reduction of the amount enforceable under this Clause 7 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

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8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above including a designation, as applicable, whether such new bank account is a Social Security Bank Account . For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany (except in case of a Social Security Bank Account) will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

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8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

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9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

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12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

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14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Omni-Pac GmbH Verpackungsmittel
	Address:	Am Tidehafen 5, 26931 Elsfleth, Germany
	Telephone	+49 40 39199211
	Fax:	+49 40 39199298
	Attention:	Managing Directors (Geschäftsführung)
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, NY 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent

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jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

Omni-Pac GmbH Verpackungsmittel

as Pledgor

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

The Bank of New York Mellon

as Collateral Agent and Pledgee

By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

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Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

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IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

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GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

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Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

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CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

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Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

- 33 -

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

- 34 -

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

- 35 -

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

PART 1– LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
6334411	200 400 00	Commerzbank AG Ness 7 – 9 D-20454 Hamburg	Giro	EUR
5690005	300 308 80	HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf	Giro	EUR

PART 2 – LIST OF EXCLUDED ACCOUNTS

[currently none]

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[•]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 2. März 2011 und 8. September 2011 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 2 March 2011 and 8 September 2011 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[•]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

- 40 -

Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.
Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully

[Pledgor]

By:
Name:
Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.552

EXHIBIT 4.552

Execution Version

SIG COMBIBLOC GROUP AG

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Swiss Limitations		- 16 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 21 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 22 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 24 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1	List of Current Borrowers		- 26 -
Part 2	List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		- 26 -
Part 3	List of Current New Secured Notes Guarantors		- 31 -
Schedule 2 List of Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc Group AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.149-2 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group

- 3 -

Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

- 4 -

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

- 5 -

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and others as pledgees;

- 6 -

(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(d) the account pledge agreement dated 1 February 2011 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

(e) the account pledge agreement dated 9 February 2011 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(f) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

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“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

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“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

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(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

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(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

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4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 The Collateral Agent may only enforce the Pledges in accordance with Clause 6.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a direct or indirect subsidiary of the Pledgor (the “Pledgor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank

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for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) after (i) the Pledgor’s auditors have (y) delivered an audited interim balance sheet of the Pledgor (valuating the Shares at their realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Pledgor of its intention to enforce the Pledges. The Collateral Agent shall only enforce the Pledges in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Pledgor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 7 (Swiss Limitations) below, provided that if the Pledges are not enforced and/or enforceable, the Collateral Agent may subsequently again seek to enforce the Pledges in accordance with this Clause 6.2 and Clause 7 (Swiss Limitations) at any time thereafter.

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6.3 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.4 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.5 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.6 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.7 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.8 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.9 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. SWISS LIMITATIONS

7.1 Proceeds of an enforcement of the Pledges shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a

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Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) to the extent application of the proceeds of an enforcement of the Pledges towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor and in the maximum amount of the Pledgor’s profits available for the distribution of dividends at the point in time the Pledges are enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to the sum of (i) the excess, if any, of the enforcement proceeds over the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the Pledgor;

7.2 for such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the Pledgor shall procure to pass a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the Pledgor’s auditors approving the proposed distribution of dividends); and

7.3 deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

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(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

But if such a deduction is made, the Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the Pledges applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that

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any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

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8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

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12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

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14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Group AG
	Address:	Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland
	Fax:	+41 52 674 65 74
	Attention:	Head of Legal Corporate
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street

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		PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

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17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc Group AG as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH & Co KG

SIG Combibloc GmbH

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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CSI Closure Systems Manufacturing de Centro America, S.R.L.

SIG Holdings (UK) Limited

SIG Combibloc Limited

Closure Systems International (UK) Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited

Kama Europe Limited

Ivex Holdings, Ltd.

SIG Euro Holding AG & Co. KGaA

SIG Beverages Germany GmbH

SIG Combibloc Holding GmbH

SIG Vietnam Beteiligungs GmbH

SIG Combibloc GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Information Technology GmbH

SIG International Services GmbH

Closure Systems International Holdings (Germany) GmbH

Closure Systems International Deutschland GmbH

Pactiv Hamburg Holdings GmbH

Pactiv Deutschland Holdinggesellschaft mbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

Evergreen Packaging (Hong Kong) Limited

Closure Systems International Holdings (Hungary) Kft.

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CSI Hungary Gyártó és Kereskedelmi Kft. (aka CSI Hungary)

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Técnicos de Tapas Innovativas S.A. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Maxpack, S. de R.L. de C.V.

Closure Systems International B.V.

Reynolds Consumer Products International B.V.

Evergreen Packaging International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG Combibloc Group AG

SIG Technology AG

SIG allCap AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Combibloc Procurement AG

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SIG Combibloc Ltd.

SIG Holding USA Inc.

SIG Combibloc Inc.

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Inc.

Reynolds Packaging Machinery Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Bakers Choice Products, Inc.

Reynolds Consumer Products Holdings Inc.

Reynolds Consumer Products Inc.

Reynolds Foil Inc.

Reynolds Group Holdings Inc.

Reynolds Services Inc.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging Inc.

Evergreen Packaging USA Inc.

Reynolds Packaging, Inc.

Reynolds Packaging LLC

Reynolds Packaging Kama Inc.

Reynolds Food Packaging LLC

Reynolds Flexible Packaging Inc.

Southern Plastics Inc.

Ultra Pac, Inc.

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BRPP, LLC

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Pactiv Corporation (formerly Reynolds Acquisition Corporation)

Pactiv Factoring LLC

Pactiv RSA LLC

Pactiv Retirement Administration LLC

Pactiv Germany Holdings, Inc.

Pactiv International Holdings Inc.

Pactiv Management Company LLC

PCA West Inc.

PWP Holdings, Inc.

PWP Industries, Inc.

Pactiv Canada Inc.

The Baldwin Group Limited

J. & W. Baldwin (Holdings) Limited

Omni-Pac U.K. Limited

Conference Cup Ltd.

Dopaco Canada, Inc.

Dopaco, Inc.

Garven Incorporated

Central de Bolsas, S. de R.L. de C.V.

Servicios Industriales Jaguar, S. de C.V.

Servicio Terrestre Jaguar, S. de C.V.

Grupo Corporativo Jaguar, S. de C.V.

Pactiv México, S. de R.L. de C.V.

International Tray Pads and Packaging, Inc.

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PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

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SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

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Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

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Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

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Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
491/8040/019	IBAN DE53300308804918040019	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	CHF
191/8040/001	IBAN DE92300308801918040001	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	EUR
191/8040/028	IBAN DE42300308801918040028	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	EUR
491/8040/035	IBAN DE09300308804918040035	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	GBP
491/8040/027	IBAN DE31300308804918040027	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	USD

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SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:        [Pledgor]
An/To:                       [Account Bank]
Datum/Date:              [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 1. Februar 2011, 9. Februar 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

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[Letterhead of Account Bank]

Absender/From:      [Account Bank]
An/ To:                     [Collateral Agent]                                     und/and                                     [Pledgor]
Datum/ Date:            [•]
Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

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Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.
Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

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Yours faithfully [Pledgor]
By:
Name:
Title:	Managing Director (Geschäftsführer)

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EX-4.553

EXHIBIT 4.553

Execution Version

SIG ALLCAP AG

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN,

STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Swiss Limitations		- 16 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -

Part  1   List of Current Borrowers	- 26 -
Part 2     List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors	- 26 -
Part  3   List of Current New Secured Notes Guarantors	- 31 -
Schedule 2 List of Accounts	- 37 -
Schedule 3 Form of Notice of Pledge	- 38 -
Schedule 4 Form of Notification of Future Accounts	- 42 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG allCap AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Industrieplatz, CH-8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.013.656-7 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc.

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and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 5 November 2009 and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

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1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

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3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion, but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s

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analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 The Collateral Agent may only enforce the Pledges in accordance with Clause 6.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a direct or indirect subsidiary of the Pledgor (the “Pledgor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) after (i) the Pledgor’s

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auditors have (y) delivered an audited interim balance sheet of the Pledgor (valuating the Shares at their realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Pledgor of its intention to enforce the Pledges. The Collateral Agent shall only enforce the Pledges in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Pledgor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 7 (Swiss Limitations) below, provided that if the Pledges are not enforced and/or enforceable, the Collateral Agent may subsequently again seek to enforce the Pledges in accordance with this Clause 6.2 and Clause 7 (Swiss Limitations) at any time thereafter.

6.3 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

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6.4 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.5 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.6 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.7 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.8 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.9 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. SWISS LIMITATIONS

7.1 Proceeds of an enforcement of the Pledges shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured

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Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) to the extent application of the proceeds of an enforcement of the Pledges towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor and in the maximum amount of the Pledgor’s profits available for the distribution of dividends at the point in time the Pledges are enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to the sum of (i) the excess, if any, of the enforcement proceeds over the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the Pledgor;

7.2 for such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the Pledgor shall procure to pass a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the Pledgor’s auditors approving the proposed distribution of dividends); and

7.3 deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

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But if such a deduction is made, the Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the Pledges applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

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8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

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8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

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12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

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14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG allCap AG
	Address:	Industrieplatz, CH-8212 Neuhausen am Rheinfall, Switzerland
	Fax:	+41 52 674 65 74
	Attention:	Head of Legal Corporate
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

- 23 -

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

- 24 -

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG allCap AG

as Pledgor

By: /s/ Karen Mower

Name: Karen Mower

Title: Attorney

The Bank of New York Mellon

as Collateral Agent and Pledgee

By: /s/ Orla Forrester

Name: Orla Forrester

Title: Vice President

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

- 26 -

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

- 27 -

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 28 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- 29 -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

- 30 -

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

- 31 -

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

- 32 -

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

- 33 -

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

- 34 -

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

- 35 -

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
191/8032/009	IBAN DE51300308801918032009	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	EURO

- 37 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 5. November 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 5. November 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 5 November 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 5 November 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 38 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

- 39 -

[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/ Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 40 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

- 41 -

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent]
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 42 -

Yours faithfully [Pledgor]
By:
Name: Title:	Managing Director (Geschäftsführer)

- 43 -

EX-4.554

EXHIBIT 4.554

Execution Version

SIG COMBIBLOC PROCUREMENT AG

as Pledgor

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause		Page
1.	Definitions and Language		- 5 -
2.	Pledge		- 12 -
3.	Purpose of the Pledges		- 13 -
4.	Notice of Pledge		- 13 -
5.	Pledgor’s Right of Disposal		- 14 -
6.	Enforcement of the Pledges		- 14 -
7.	Swiss Limitations		- 16 -
8.	Undertakings of the Pledgor		- 18 -
9.	Delegation		- 20 -
10.	Indemnity		- 20 -
11.	No liability		- 20 -
12.	Duration and Independence		- 20 -
13.	Release (Pfandfreigabe)		- 21 -
14.	Partial Invalidity; Waiver		- 21 -
15.	Amendments		- 22 -
16.	Notices and their Language		- 22 -
17.	Applicable Law, Jurisdiction		- 23 -
18.	Conclusion of this Agreement (Vertragsschluss)		- 24 -
Schedule 1			- 26 -
Part 1 List of Current Borrowers			- 26 -
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			-26 -
Part 3 List of Current New Secured Notes Guarantors			- 31 -
Schedule 2 List of Accounts			- 36 -
Schedule 3 Form of Notice of Pledge			- 37 -
Schedule 4 Form of Notification of Future Accounts			- 41 -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Combibloc Procurement AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.016.591-1 (the “Pledgor”); and

(2) The Bank of New York Mellon, a public company incorporated under the laws of the state of New York, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc.

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and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts)) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 2 December 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent relating to an account pledge agreement dated 2 December 2009 and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees; and

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(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee;

(d) the account pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee; and

(e) the account pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

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1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

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3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 8.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledge constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledge created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s

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analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2 The Collateral Agent may only enforce the Pledges in accordance with Clause 6.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a direct or indirect subsidiary of the Pledgor (the “Pledgor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) after (i) the Pledgor’s

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auditors have (y) delivered an audited interim balance sheet of the Pledgor (valuating the Shares at their realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Pledgor of its intention to enforce the Pledges. The Collateral Agent shall only enforce the Pledges in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Pledgor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 7 (Swiss Limitations) below, provided that if the Pledges are not enforced and/or enforceable, the Collateral Agent may subsequently again seek to enforce the Pledges in accordance with this Clause 6.2 and Clause 7 (Swiss Limitations) at any time thereafter.

6.3 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

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6.4 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.5 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.6 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.7 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.8 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.9 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. SWISS LIMITATIONS

7.1 Proceeds of an enforcement of the Pledges shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured

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Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) to the extent application of the proceeds of an enforcement of the Pledges towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor and in the maximum amount of the Pledgor’s profits available for the distribution of dividends at the point in time the Pledges are enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to the sum of (i) the excess, if any, of the enforcement proceeds over the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the Pledgor;

7.2 for such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the Pledgor shall procure to pass a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the Pledgor’s auditors approving the proposed distribution of dividends); and

7.3 deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

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But if such a deduction is made, the Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the Pledges applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

8. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

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8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

8.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

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8.11 sub-Clause 8.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 8.5 corresponding to sub-Clause 8.5 of this Agreement.

9. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

10. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

11. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

12. DURATION AND INDEPENDENCE

12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

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12.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

12.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

13. RELEASE (PFANDFREIGABE)

13.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

13.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

13.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

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14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Procurement AG
	Address:	Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland
	Fax:	+41 52 674 65 74
	Attention:	Head of Legal Corporate
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Collateral Agent:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 4355 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Combibloc Procurement AG as Pledgor
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

The Bank of New York Mellon as Collateral Agent and Pledgee
By:	/s/ Orla Forrester
Name:	Orla Forrester
Title:	Vice President

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH & Co KG

SIG Combibloc GmbH

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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CSI Closure Systems Manufacturing de Centro America, S.R.L.

SIG Holdings (UK) Limited

SIG Combibloc Limited

Closure Systems International (UK) Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited

Kama Europe Limited

Ivex Holdings, Ltd.

SIG Euro Holding AG & Co. KGaA

SIG Beverages Germany GmbH

SIG Combibloc Holding GmbH

SIG Vietnam Beteiligungs GmbH

SIG Combibloc GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Information Technology GmbH

SIG International Services GmbH

Closure Systems International Holdings (Germany) GmbH

Closure Systems International Deutschland GmbH

Pactiv Hamburg Holdings GmbH

Pactiv Deutschland Holdinggesellschaft mbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

Evergreen Packaging (Hong Kong) Limited

Closure Systems International Holdings (Hungary) Kft.

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CSI Hungary Gyártó és Kereskedelmi Kft. (aka CSI Hungary)

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Técnicos de Tapas Innovativas S.A. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Maxpack, S. de R.L. de C.V.

Closure Systems International B.V.

Reynolds Consumer Products International B.V.

Evergreen Packaging International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG Combibloc Group AG

SIG Technology AG

SIG allCap AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Combibloc Procurement AG

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SIG Combibloc Ltd.

SIG Holding USA Inc.

SIG Combibloc Inc.

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Inc.

Reynolds Packaging Machinery Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Bakers Choice Products, Inc.

Reynolds Consumer Products Holdings Inc.

Reynolds Consumer Products Inc.

Reynolds Foil Inc.

Reynolds Group Holdings Inc.

Reynolds Services Inc.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging Inc.

Evergreen Packaging USA Inc.

Reynolds Packaging, Inc.

Reynolds Packaging LLC

Reynolds Packaging Kama Inc.

Reynolds Food Packaging LLC

Reynolds Flexible Packaging Inc.

Southern Plastics Inc.

Ultra Pac, Inc.

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BRPP, LLC

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Pactiv Corporation (formerly Reynolds Acquisition Corporation)

Pactiv Factoring LLC

Pactiv RSA LLC

Pactiv Retirement Administration LLC

Pactiv Germany Holdings, Inc.

Pactiv International Holdings Inc.

Pactiv Management Company LLC

PCA West Inc.

PWP Holdings, Inc.

PWP Industries, Inc.

Pactiv Canada Inc.

The Baldwin Group Limited

J. & W. Baldwin (Holdings) Limited

Omni-Pac U.K. Limited

Conference Cup Ltd.

Dopaco Canada, Inc.

Dopaco, Inc.

Garven Incorporated

Central de Bolsas, S. de R.L. de C.V.

Servicios Industriales Jaguar, S. de C.V.

Servicio Terrestre Jaguar, S. de C.V.

Grupo Corporativo Jaguar, S. de C.V.

Pactiv México, S. de R.L. de C.V.

International Tray Pads and Packaging, Inc.

- 30 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

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SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

- 32 -

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

- 33 -

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

- 34 -

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 35 -

SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
191/8036/004	IBAN DE50300308801918036004	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	EUR
491/8036/003	IBAN DE39300308804918036003	HSBC Trinkaus & Burkhardt AG Königsallee 21/23 40212 Düsseldorf Germany	Giro	USD

- 36 -

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:	[Pledgor]
An/To:	[Account Bank]
Datum/Date:	[—]

Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 2. Dezember 2009, 16. November 2010, 2. März 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 2. Dezember 2009 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von The Bank of New York Mellon (“Sicherheitentreuhänder”) verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 2 December 2009, 16 November 2010, 2 March 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 2 December 2009 we have pledged in favour of The Bank of New York Mellon (the “Collateral Agent”) all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [—] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des SICHERHEITENTREUHÄNDERS verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [—], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledge comprises in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

- 37 -

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheitentreuhänder erhalten, sind wir ermächtigt, über die Konten und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

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[Letterhead of Account Bank]

Absender/From:	[Account Bank]
An/ To:	[Collateral Agent] und/and [Pledgor]
Datum/Date:	[—]

Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [—]	Re: Account No. [—]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [—] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [—] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge, und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

- 39 -

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully

[Account Bank]

([Name des Unterzeichners/name of signatory])

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SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From: [Pledgor]

To: [Collateral Agent]

Date: [Date of Notification]

Re: Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 8.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[—]	[—]	[—]	[—]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 8.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

- 41 -

Yours faithfully

[Pledgor]

By:
Name:
Title:	Managing Director (Geschäftsführer)

- 42 -

EX-4.555

EXHIBIT 4.555

Execution Version

SIG ASSET HOLDINGS LIMITED

as Pledgor

WILMINGTON TRUST (LONDON) LIMITED

as Collateral Agent and Pledgee

ACCOUNT PLEDGE AGREEMENT

(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

Clause	Page
1.      Definitions and Language		5
2.      Pledge		12
3.      Purpose of the Pledges		13
4.      Notice of Pledge		13
5.      Pledgor’s Right of Disposal		14
6.      Enforcement of the Pledges		14
7.      Undertakings of the Pledgor		15
8.      Delegation		17
9.      Indemnity		17
10.    No liability		18
11.    Duration and Independence		18
12.    Release (Pfandfreigabe)		18
13.    Droit De Discussion and Droit De Division		19
14.    Partial Invalidity; Waiver		19
15.    Amendments		19
16.    Notices and their Language		20
17.    Applicable Law, Jurisdiction		21
18.    Conclusion of this Agreement (Vertragsschluss)		21
Schedule 1		24
Part 1 List of Current Borrowers		24
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes            Guarantors,Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		24
Part 3 List of Current New Secured Notes Guarantors		29
Schedule 2 List of Accounts		35
Schedule 3 Form of Notice of Pledge		36
Schedule 4 Form of Notification of Future Accounts		40

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Asset Holdings Limited, a non-cellular company limited by shares incorporated in Guernsey whose registered number is 28883 and whose registered office as at the date of this Agreement is at Heritage Hall, Le Marchant Street, St Peter Port, Guernsey GY1 4EL (the “Pledgor”); and

(2) Wilmington Trust (London) Limited, a private limited company whose registered number is 05650152 and whose registered office address as at the date of this Agreement is at 1 King’s Arms Yard, London EC2R 7AF, United Kingdom, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent “ or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A. as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

2

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the

3

“August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below) and the pledges arising under the Existing Account Pledge Agreements (as defined below)) over its Accounts (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

4

(J) The Pledgor has entered into the Existing Account Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 DEFINITIONS

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent was appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

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“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Account Pledge Agreements” means

(a) the account pledge agreement dated 3 February 2010 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and as pledgee and others as pledgees;

(b) confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent relating to an account pledge agreement dated 3 February 2010 and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and others as pledgees;

(c) the account pledge agreement dated 16 November 2010 and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee;

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(d) the account pledge agreement dated 1 February 2011 and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee;

(e) the account pledge agreement dated 9 February 2011 and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee; and

(f) the account pledge agreement dated 8 September 2011 and entered into between SIG Asset Holdings Limited as pledgor and Wilmington Trust (London) Limited as collateral agent and pledgee.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

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“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

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“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

1.2 Construction

In this Agreement:

(a) capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

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1.4 The Pledgor acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions given in accordance with the Principal Finance Documents. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

1.5 For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the other Secured Parties in accordance with Clause 2.02(a) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral Agent may assume that any and all instructions received by it from the other Secured Parties (acting in accordance with the Principal Finance Documents) under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the other Secured Parties (or any one or more representatives of the other Secured Parties acting in accordance with the Principal Finance Documents) and the Pledgor.

1.6 In the case of any references in this Agreement to the Secured Parties acting through the Collateral Agent or to the Collateral Agent acting for or on behalf of the Secured Parties, it is acknowledged that the Pledgee and/or the Secured Parties shall at all times be represented in accordance with the First Lien Intercreditor Agreement and the Collateral Agent act only on the instructions given in accordance with the First Lien Intercreditor Agreement.

2. PLEDGE

2.1 The Pledgor hereby pledges to the Pledgee all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a) all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b) in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

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(c) in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(the “Pledge” and/or the “Pledges”).

2.2 The Pledgee hereby accepts the Pledges.

2.3 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

3. PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

4. NOTICE OF PLEDGE

4.1 Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent and to the Pledgor.

4.2 Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 7.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under

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Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledges constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting on behalf of the Secured Parties) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3 The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Secured Parties) that notifying the relevant Account Bank of the Pledges created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion but will take instructions in accordance with the First Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledge created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

5. PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Collateral Agent gives notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgee may give such notice only if an Enforcement Event has occurred and is continuing.

6. ENFORCEMENT OF THE PLEDGES

6.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

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6.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3 The Pledgee will notify the Pledgor five business days prior to the enforcement of the Pledge according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgee has reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgee.

6.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledge and/or the exercise by the Pledgee of any other right it may have as Pledgee.

6.5 The Pledgee may, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

7. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

7.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee.

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7.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 7.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

7.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

7.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5;

7.5 to deliver to the Pledgee at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than twice in any one year period prior to the occurrence of an Enforcement Event that is continuing;

7.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

7.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents) (such consent not to be unreasonably withheld);

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7.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay;

7.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses;

7.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 7.3, 7.4, 7.5, 7.6 and 7.8 of this Agreement are deemed to be satisfied if and to the extent such notification or information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement; and

7.11 sub-Clause 7.5 of each Existing Account Pledge Agreement shall be deleted in its entirety and replaced by a new sub-clause 7.5 corresponding to sub-Clause 7.5 of this Agreement.

8. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

9. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledge.

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10. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

11. DURATION AND INDEPENDENCE

11.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

11.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

11.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

11.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

12. RELEASE (PFANDFREIGABE)

12.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät), ceases to exist by operation of German mandatory law.

12.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security

18

(Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

12.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

13. DROIT DE DISCUSSION AND DROIT DE DIVISION

The Pledgor abandons all and every right which it may have at any time under any existing or future Guernsey law including, but not limited to the “droit de discussion” and the “droit de division” or otherwise to require that recourse be had to the assets of some other person nor shall the Pledgor be entitled to require that any other person be made a party to any legal proceedings brought by the Pledgee, or to require that any liability of the Pledgor be divided or apportioned amongst any other persons or reduced in any manner whatsoever, whether the formalities required by Guernsey law, in regard to the rights or obligations of sureties shall or shall not have been observed.

14. PARTIAL INVALIDITY; WAIVER

14.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15. AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

19

16. NOTICES AND THEIR LANGUAGE

16.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Asset Holdings Limited
	Address:	Heritage Hall, Le Marchant Street St Peter Port Guernsey GY1 4EL
	Fax:	+44 1481712596
	Attention:	Hugh Richards
For the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Collateral Agent:	Wilmington Trust (London) Limited
	Address:	1 King’s Arms Yard London, EC2R 7AF United Kingdom
	Fax:	+44 (0)20 7397 3601
	Attention:	Elaine Lockhart/ Paul Barton

16.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

20

16.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17. APPLICABLE LAW, JURISDICTION

17.1 This Agreement is governed by the laws of the Federal Republic of Germany.

17.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

18.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen (isabel.vanbremen@cliffordchance.com or Axel Schlieter axel.schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

21

18.3 For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

22

SIGNATURE PAGE

This Account Pledge Agreement has been entered into on the date stated at the beginning by

SIG Asset Holdings Limited

as Pledgor

By: /s/ Karen Mower               

Name: Karen Mower

Title: Authorised Signatory

Wilmington Trust (London) Limited

as Collateral Agent and Pledgee

By: /s/ Elaine Lockhart             

Name: Elaine Lockhart

Title: Director

23

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

24

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

25

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

26

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

27

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

28

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

29

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

30

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

31

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

32

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

33

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

34

SCHEDULE 2

LIST OF ACCOUNTS

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank	Type of account	Currency
Currently none	Currently none	Currently none	Currently none	Currently none

35

SCHEDULE 3

FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]

Absender/From:                  [Pledgor]
An/To:                                 [Account Bank]
Datum/Date:                        [•]
Verpfändungsanzeige	Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
wie Ihnen bekannt ist, haben wir gemäß der Kontenverpfändungsverträge vom 3. Februar 2010, 16. November 2010, 1. Februar 2011, 9. Februar 2011 und 8. September 2011 sowie gemäß des Bestätigungs- und Ergänzungsvertrages vom 4. Mai 2010 zum Kontenverpfändungsvertrag vom 3. Februar 2010 alle Ansprüche einschließlich Zinsen aus dem o.g. Konto (inklusive aller Unterkonten, etwaigen Neueröffnungen, Verlängerungen, Umbenennungen und Festgeldkonten davon) zu Gunsten von Wilmington Trust (London) Limited (“Sicherheitentreuhänder”) und anderen verpfändet. Die Verpfändung umfasst alle Arten von Kontoguthaben sowie alle daraus zeitanteilig anfallenden Zinsen.	As you are aware, by the account pledge agreements dated 3 February 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011, as well as pursuant to the confirmation and amendment agreement dated 4 May 2010 relating to the account pledge agreement dated 3 February 2010 we have pledged in favour of Wilmington Trust (London) Limited (the “Collateral Agent”) and others all of our right, title and interest in and to the above account (which shall include all sub-accounts, renewals, replacements, redesignations and related fixed deposit accounts thereof) and all monies and interest from time to time standing or accruing to the credit thereof.
Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1 des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “KONTEN”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten des Sicherheitentreuhänders verpfändet haben.	We hereby give you notice that pursuant to Clause 2.1 of an account pledge agreement dated [•], a copy of which is attached hereto, we have pledged in favour of the Collateral Agent all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).
Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.	The pledges comprise in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

36

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom SICHERHEITENTREUHÄNDER erhalten, sind wir ermächtigt, über die KONTEN und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die KONTEN und die Kontenguthaben mehr zuzulassen.	Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.
Wir verzichten hiermit in Bezug auf alle bei Ihnen geführten KONTEN zu Gunsten des SICHERHEITENTREUHÄNDERS auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom SICHERHEITENTREUHÄNDER erhalten haben, dem SICHERHEITENTREUHÄNDER auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.	We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of the Collateral Agent. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.
Diese Verpfändungsanzeige unterliegt deutschem Recht.	This notice of pledge shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.	In cases of doubt the German version of this notice of pledge shall prevail.
Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den SICHERHEITENTREUHÄNDER zu senden. Die Adresse des SICHERHEITENTREUHÄNDERS ist die folgende:	Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent. The address of the Collateral Agent is the following:
[name and address of Collateral Agent].
Mit freundlichen Grüßen	Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

37

[Letterhead of Account Bank]

Absender/From:                [Account Bank]
An/ To:                              [Collateral                                            und/and                                            [Pledgor]	Agent]
Datum/ Date:                      [•]
Bestätigung des Empfangs einer Verpfändungsanzeige	Acknowledgement of Notice of Pledge
Betrifft: Konto Nr. [•]	Re: Account No. [•]
Sehr geehrte Damen und Herren,	Dear Sirs,
Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.	We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.
Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben, außer Ihrer Anzeigen hinsichtlich der in der Verpfändungsanzeige genannten Kontenverpfändungsverträge und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.	We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts other than your notices in relation to the Existing Account Pledge Agreements pursuant to the notice of pledge and except for the right of pledge arising pursuant to our general business conditions.
Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.	We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.
Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.	We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.
Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.	We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

38

Dieses Schreiben unterliegt deutschem Recht.	This letter shall be construed in accordance with German law.
In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.	In cases of doubt the German version of this letter shall prevail.
Mit freundlichen Grüßen	Yours faithfully
[Account Bank] ([Name des Unterzeichners/name of signatory])

39

SCHEDULE 4

FORM OF NOTIFICATION OF FUTURE ACCOUNTS

From:	[Pledgor]
To:	[Collateral Agent], on its own behalf and for and on behalf of the Secured Parties (as defined in the Account Pledge Agreement, as defined below)
Date:	[Date of Notification]
Re:	Account pledge agreement dated [date of this Agreement] between us as pledgor and you as pledgee (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 7.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

(Sub-) Account No.	Bank Sort Code (Bankleitzahl)	Name and address of Account Bank (the “Account Bank”)	Type of Account
[•]	[•]	[•]	[•]

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to the Pledgee pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 7.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]

40

Yours faithfully

[Pledgor]

By:

Name:

Title: Managing Director (Geschäftsführer)

41

EX-4.556

EXHIBIT 4.556

Execution Version

SIG COMBIBLOC GROUP AG

SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

(FORMERLY SIG REINAG AG)

as Pledgors

and

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

JUNIOR SHARE AND PARTNERSHIP INTEREST PLEDGE

AGREEMENT

relating to the shares (Verpfändung von Aktien) and interests

(Verpfändung Komplementäranteile) in SIG EURO HOLDING AG

& CO. KGAA

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause		Page
1.	Definitions and Language		4
2.	Pledged Shares		13
3.	Pledge		14
4.	Scope of the Pledge		15
5.	Purpose of the Pledge		17
6.	Exercise of Membership Rights		17
7.	Enforcement of the Pledge		18
8.	Swiss Limitations		22
9.	Undertakings of the Pledgors		24
10.	Delegation		27
11.	Indemnity		27
12.	No liability		28
13.	Duration and Independence		28
14.	Release (Pfandfreigabe)		28
15.	Partial Invalidity; Waiver		29
16.	Amendments		29
17.	Notices and their Language		29
18.	Applicable Law, Jurisdiction		31
19.	Conclusion of this Agreement (Vertragsschluss)		31
Schedule 1			32
Part  1   List of Current Borrowers			32
Part 2     List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			32
Part 3  List of Current New Secured Notes Guarantors			38
Schedule 2 Copy of Approval and Consent			44

This Junior Share and Partnership Interest Pledge Agreement (this “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.003.796-7 (“Pledgor 1”);

(2) SIG Combibloc Group AG, a stock corporation (Aktiengesellschaft) organised under the laws of Switzerland having its business address at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland, and registered in the commercial register (Handelsregister) of the Canton of Schaffhausen under the federal register number CH-290.3.004.149-2 (“Pledgor 2” and together with Pledgor 1 the “Pledgors” and each a “Pledgor”); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the

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Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London)

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Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) With effect as of 4 June 2012 SIG Reinag AG was renamed to SIG Schweizerische Industrie-Gesellschaft AG.

(G) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(H) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG, Cayman Islands Branch as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

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(I) Each Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Pledge Agreements (as defined below) to which it is a party) over its GP Interests (as defined below) or, as the case may be, Shares (as defined below) in the Company (as defined below) as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(J) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(K) SIG Austria Holding GmbH is the owner of 9,499 (in words: nine thousand four hundred ninety nine) shares in the Company, Nos. 1-9,499, which are represented by a global share certificate (the “Existing Share Certificate 2”).

(L) Pledgor 2 and SIG Austria Holding GmbH as shareholders (Aktionäre) of the Company have approved and consented to the Pledge 2 (as defined below) in a resolution of the shareholders (Hauptversammlungsbeschluss) a copy of which is attached hereto as Schedule 2.

(M) Pledgor 1 has entered into the Existing Interest Pledge Agreement (as defined below) and Pledgor 2 has entered into the Existing Share Pledge Agreement (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Administrative Agent” means Credit Suisse AG Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

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“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Company” means SIG Euro Holding AG & Co. KGaA, an association limited by shares (Kommanditgesellschaft auf Aktien) organised under the laws of the Federal Republic of Germany having its business address at Weilheimer Str. 5, 79761 Waldshut-Tiengen, Germany, and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i.Br. under HRB 621259.

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“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing GP Interests” has the meaning given to such term in sub-Clause 2.1 hereof.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Interest Pledge Agreement” means:

(a) the interest pledge agreement dated 29 January 2010 (as amended by a confirmation and amendment agreement dated 4 May 2010 (the “Interest Pledge Confirmation and Amendment Agreement”)) and entered into between SIG Reinag AG (now SIG Schweizerische Industrie-Gesellschaft AG) as Pledgor, The Bank of New York Mellon as collateral agent and pledgee and others as pledgees;

(b) the Interest Pledge Confirmation and Amendment Agreement;

(c) the junior share and partnership interest pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Group AG and SIG Reinag AG (now SIG Schweizerische Industrie-Gesellschaft AG) as pledgors and The Bank of New York Mellon as collateral agent and pledgee (the “November 2010 Share and Partnership Interest Pledge Agreement”);

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(d) the junior share and partnership interest pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Group AG and SIG Reinag AG (now SIG Schweizerische Industrie-Gesellschaft AG) as pledgors and The Bank of New York Mellon as collateral agent and pledgee (the “March 2011 Share and Partnership Interest Pledge Agreement”); and

(e) the junior share and partnership interest pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Group AG and SIG Reinag AG (now SIG Schweizerische Industrie-Gesellschaft AG) as pledgors and The Bank of New York Mellon as collateral agent and pledgee (the “September 2011 Share and Partnership Interest Pledge Agreement”).

“Existing Pledge Agreements” means the Existing Interest Pledge Agreement and the Existing Share Pledge Agreement.

“Existing Share Certificate 1” has the meaning given to such term in sub-Clause 2.4 hereof.

“Existing Share Certificate 2” has the meaning given to such term in Preamble (K).

“Existing Share Certificates” means the Existing Share Certificate 1 and the Existing Share Certificate 2.

“Existing Share Pledge Agreement” means:

(a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010 (the “Share Pledge Confirmation and Amendment Agreement”)) entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee;

(b) the Share Pledge Confirmation and Amendment Agreement;

(c) the November 2010 Share and Partnership Interest Pledge Agreement;

(d) the March 2011 Share and Partnership Interest Pledge Agreement; and

(e) the September 2011 Share and Partnership Interest Pledge Agreement.

“Existing Shares” has the meaning given to such term in sub-Clause 2.4 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means any and all shares in the Company in whatever nominal value which Pledgor 2 may hold in the future other than the Existing Shares (arising from a split of shares, purchase of shares in the context of the mandatory public offer or otherwise).

“Future GP Interests” means the Existing GP Interests of Pledgor 1 in existence from time to time (including following a further contribution (Einlage) or an increase of the special contribution (Sondereinlage) in the capital of the Company (if any)).

“GP Interests” means the Existing GP Interests and the Future GP Interests.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

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“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

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“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No. 1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

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“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

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“Pledges” means Pledge 1 and Pledge 2, and “Pledge” means any of them.

“Pledge 1” has the meaning given to such term in sub-Clause 3.1 hereof.

“Pledges 2” means the pledges constituted under this Agreement in relation to the Shares (or any rights arising therefrom), and “Pledge 2” means any of them.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Relevant Pledgor’s Subsidiary” has the meaning given to such term in sub-Clause 7.1 hereof.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

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“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Share Certificates” means the Existing Share Certificate 1 and any other certificate or securities representing any of the Future Shares or any rights in relation thereto, including interest and dividend coupons, annuity bands, renewal coupons and all related certificates, and “Share Certificate” means any of them.

“Shares” means the Existing Shares and the Future Shares.

1.2 Construction

In this Agreement:

(a) terms used in this Agreement or in any notice relating hereto but not defined have the meanings ascribed thereto in the First Lien Intercreditor Agreement;

(b) any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof; and

(c) to the extent the word “note” or “Note” is used in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 Pledgor 1 is the sole general partner of the Company. Pledgor 1’s general partner’s interests (Komplementäranteile) in the Company in form and substance at the date hereof correspond to a special contribution (Sondereinlage) in the amount of EUR 1,307,000 (in words: Euro one million three hundred and seven thousand) (the “Existing GP Interests”).

2.2 Pledgor 1 is the owner of the Existing GP Interests.

2.3 The Company has a registered share capital (Grundkapital) of EUR 10,000,000 (in words: Euro ten million) which is divided into 10,000 registered shares (Namensaktien) with no nominal value (Stückaktien ohne Nennwert) which are at the date of this agreement represented by the Existing Share Certificates.

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2.4 Pledgor 2 is the owner of 501 (in words: five hundred one) shares in the Company, Nos. 9,500-10,000 (the “Existing Shares”), which are represented by a global share certificate (the “Existing Share Certificate 1”).

3. PLEDGE

3.1 Pledgor 1 hereby pledges to the Pledgee its GP Interests together with all ancillary rights and claims associated with the GP Interests as more particularly specified in Clause 4.1 (the “Pledge 1”).

3.2 Pledgor 2 hereby pledges (verpfändet) to the Pledgee as security all Shares in the Company together with all ancillary rights and claims associated with the Shares as more particularly specified in sub-Clause 4.1 hereof by pledging each Share Certificate representing any Shares or rights in relation thereto to the Pledgee.

3.3 Pledgor 2 shall:

3.3.1 duly endorse (indossieren) all Share Certificates (other than the Existing Share Certificate 1) which are endorsed in its name with a blank endorsement (Blankoindossament). The Pledgee and Pledgor 2 acknowledge that the Existing Share Certificate 1 which is endorsed in Pledgor 2’s name has been duly endorsed (indossieren) by Pledgor 2 with a blank endorsement (Blankoindossament); and

3.3.2 deliver (übergeben) all Share Certificates endorsed by the Pledgor 2 in accordance with Clause 3.3.1 above to an authorised representative of the Pledgee in Germany for the purpose of depositing the Share Certificates with the Pledgee. For the avoidance of doubt, the Existing Share Certificate 1 is already in the possession of the Pledgee. Pledgor 2 shall use all reasonable endeavours (including offering delivery of the relevant Share Certificate to the Pledgee in Germany within normal business hours) to deliver any other Share Certificate endorsed by Pledgor 2 in accordance with clause 3.3.1. above to the Pledgee in Germany without undue delay upon becoming the owner of the Shares to which it relates.

3.4 Pledgor 2 hereby further assigns to the Pledgee all present and future claims for the return of any Share Certificate against third parties (other than the Pledgee) having or obtaining actual possession of a Share Certificate. Such third parties shall be notified forthwith by Pledgor 2 of the relevant Pledges (as soon as Pledgor 2 becomes aware of such third party having or obtaining actual possession of a Share Certificate).

3.5 The Pledges 2 shall extend automatically to any newly issued certificates representing, replacing or supplementing any of the Shares which shall forthwith be duly endorsed (indossiert) with a blank endorsement (Blankoindossament) and delivered to (übergeben) to the Pledgee in Germany.

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3.6 In addition to the pledges created in accordance with Clause 3.2 to 3.5 (inclusive) above, Pledgor 2 hereby creates a pledge over all Shares by way of pledging its rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with sections 1274, 413, 398 of the German Civil Code (BGB) in favour of the Pledgee.

3.7 The Pledgee hereby accepts all Pledges and assignments made pursuant to this Clause 3.

3.8 The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder.

3.9 For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created hereunder by operation of law upon the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part of the Obligations.

3.10 Each of the Pledges is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge 1 constituted by this Agreement include:

4.1.1 the present and future rights to receive:

(a) profits payable in relation to the GP Interests (Gewinnanspruch), if any and, in particular but not limited to, any and all rights and claims arising in connection with the capital accounts (Kapitalkonten) and the private account (Privatkonto) of the Pledgor, if any (including, but not limited to, interest payable on any of these accounts);

(b) liquidation proceeds (Liquidationserlöse), consideration for redemption (Abfindungsansprüche), repaid capital in case of a decrease of the special contribution (Sondereinlage), any compensation in case of termination (Kündigung) and/or withdrawal (Ausscheiden) of a partner of the Company, any claim to a distribution-quote (Auseinandersetzungsanspruch) and all other pecuniary claims (geldwerte Forderungen) associated with the GP Interests; and

(c) compensation for the management (Geschäftsführungstätigkeit) of the Company, for the assumption of liability (Haftungsübernahme) and for the contribution (Vermögenseinlage); and

4.1.2 all other rights and benefits attributable to the GP Interests.

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4.2 The Pledges 2 constituted by this Agreement include:

4.2.1 the present and future rights:

(a) to receive and/or withdraw dividends, to receive payments under an interest coupon (Zinsanteilsschein), dividend coupon (Dividendenschein) or talon (Erneuerungsschein) and any other similar cash payments and other forms of profit distribution;

(b) to receive all other pecuniary claims associated with the relevant Shares;

(c) to subscribe for newly issued shares of the Company; and

4.2.2 all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of Pledgor 2 against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between Pledgor 2 and the Company).

4.3 Notwithstanding that the items set out in sub-Clause 4.1 and sub-Clause 4.2 above are pledged hereunder, each Pledgor shall be entitled to receive and retain the items set out in sub-Clause 4.1 and sub-Clause 4.2 (respectively) above in respect of, and otherwise deal (in accordance with the provisions of this Agreement and any other Principal Finance Document) with all items described in sub-Clause 4.1 and sub-Clause 4.2 (respectively) above in respect of the GP Interests or, as the case may be, Shares at all times other than any time the Pledgee is entitled to enforce the relevant Pledges constituted hereunder.

4.4 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges 1 (or any part thereof):

(a) all profits paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the GP Interests;

(b) all profits or other distributions or payments paid or payable in respect of the GP Interests in connection with the partial or total liquidation or dissolution of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the GP Interests,

shall be forthwith delivered to the Pledgee and held as security for the benefit of the Secured Parties. If such proceeds or property are received by Pledgor 1, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other

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property or funds of Pledgor 1 and shall be forthwith delivered to the Pledgee for and on behalf of the Secured Parties as security in the form so received (with any necessary endorsement).

4.5 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges 2 (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for the benefit of the Secured Parties. If such proceeds or property are received by Pledgor 2, they shall be received as trustee for the benefit of the Secured Parties and shall be segregated from other property or funds of Pledgor 2 and shall be forthwith delivered to the Pledgee for the benefit of the Secured Parties as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and each Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

6.1 The membership rights, including the management (Geschäftsführung) of the Company and the voting rights, attached to the GP Interests remain with Pledgor 1. Pledgor 1 may exercise its membership rights in any manner which does not adversely affect the validity or enforceability of the Pledges 1 or the existence of all or part of the GP Interests other than through profit payments pursuant to sub-Clause 4.3 above, or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise permitted by the Principal Finance Documents, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 9 or any other obligation under this Agreement.

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6.2 The membership rights, including the voting rights, attached to the Shares remain with Pledgor 2. Pledgor 2 may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledges 2, the existence of all or part of the Shares or cause an Event of Default to occur. Pledgor 2 undertakes, unless otherwise permitted by the Principal Finance Documents, not to support any resolutions which if passed would constitute a breach of its obligations under Clause 9 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1

(a) Subject to paragraphs (b) and (c) of this Clause 7.1 below, if:

(i) an Enforcement Event has occurred and is continuing; and

(ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable,

then in order to enforce the Pledges (or any of them), the Pledgee (acting on the instructions of the Secured Parties), may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

(b) The Pledgee may only enforce the Pledges in accordance with paragraph (a) of this Clause 7.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of:

(i) the relevant Pledgor:

(1) incurred as Borrower under the Credit Agreement;

(2) incurred as borrower under a Local Facility Agreement;

(3) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(4) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the relevant Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations; or

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(5) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the relevant Pledgor, up to such proceeds; or

(ii) a direct or indirect subsidiary of the relevant Pledgor (the “Relevant Pledgor’s Subsidiary”):

(1) incurred as Borrower under the Credit Agreement;

(2) incurred as borrower under a Local Facility Agreement;

(3) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(4) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Relevant Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations; or

(5) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Relevant Pledgor’s Subsidiary, up to such proceeds),

after:

(i) the relevant Pledgor’s auditors have:

(1) delivered an audited interim balance sheet of the relevant Pledgor (valuating the GP Interests or, as the case may be, Shares at their realisation value) to the Pledgee; and

(2) determined the existence and extent of the profits available for the payment of a dividend by the relevant Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”); and

(ii) the relevant Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time.

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The relevant Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Pledgee has given notice to the relevant Pledgor of its intention to enforce the relevant Pledges.

(c) The Pledgee shall only enforce the Pledges in relation to obligations of any Grantor (other than obligations under the Credit Documents of:

(i) the relevant Pledgor:

(1) incurred as Borrower under the Credit Agreement;

(2) incurred as borrower under a Local Facility Agreement;

(3) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(4) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the relevant Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations; or

(5) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the relevant Pledgor, up to such proceeds; or

(ii) a Relevant Pledgor’s Subsidiary:

(1) incurred as Borrower under the Credit Agreement;

(2) incurred as borrower under a Local Facility Agreement;

(3) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(4) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Relevant Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations; or

(5) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Relevant Pledgor’s Subsidiary, up to such proceeds)

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if according to the Auditor’s Determination and the Dividend Resolution the relevant Pledgor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 8 (Swiss Limitations) below, provided that if the relevant Pledges are not enforced and/or enforceable, the Pledgee may subsequently again seek to enforce the relevant Pledges in accordance with this paragraph (c) of this Clause 7.1 and Clause 8 (Swiss Limitations) at any time thereafter.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledges sold (including at public auction).

7.3 Each Pledgor hereby expressly agrees that five business days’ prior written notice to it of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to it prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce any Pledges under sub-Clause 7.1, each Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the GP Interests or, as the case may be, Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as a Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing all subsequent payments attributable to the GP Interests or, as the case may be, Shares and all payments based on similar ancillary rights attributed to the GP Interests or, as the case may be, Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the GP Interests or Shares. During the continuation of an event which allows the Pledgee to enforce the Pledges, each Pledgor shall have the obligations and the Pledgee shall have the rights set forth in sub-Clause 9.2.8 below regardless of which resolutions are intended to be adopted.

7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. Pledgor 1 and Pledgor 2 hereby expressly waive their respective right pursuant to Section 1230 sentence 2 of the

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German Civil Code to limit the realisation of the Pledges 1 and Pledges 2 (respectively) and pledges over partnership interests or shares in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledges 1 and Pledges 2 (respectively) individually at separate proceedings or together with pledges over partnership interests or shares in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 Each Pledgor hereby expressly waives all defenses of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 Each Pledgor hereby expressly waives its defenses based on defenses any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledges are enforced or if any Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to that Pledgor by subrogation or otherwise. Further, no Pledgor shall at any time before, on or after an enforcement of the Pledges and as a result of it entering into this Agreement, be entitled to demand indemnification or compensation from the Company or any of the Company’s affiliates or to assign any of these claims.

8. SWISS LIMITATIONS

8.1 Proceeds of an enforcement of the Pledges shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (other than obligations under the Credit Documents of:

8.1.1 the relevant Pledgor:

(a) incurred as Borrower under the Credit Agreement;

(b) incurred as borrower under a Local Facility Agreement;

(c) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(d) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the relevant Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations; or

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(e) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the relevant Pledgor, up to such proceeds; or

8.1.2 a Relevant Pledgor’s Subsidiary:

(a) incurred as Borrower under the Credit Agreement;

(b) incurred as borrower under a Local Facility Agreement;

(c) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty;

(d) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Relevant Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations; or

(e) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Relevant Pledgor’s Subsidiary, up to such proceeds)

to the extent application of the proceeds of an enforcement of the relevant Pledges towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the relevant Pledgor and in the maximum amount of the relevant Pledgor’s profits available for the distribution of dividends at the point in time the relevant Pledges are enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to the sum of (i) the excess, if any, of the enforcement proceeds over the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the relevant Pledgor;

8.2 For such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the relevant Pledgor shall:

8.2.1 procure to pass a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the relevant Pledgor’s auditors approving the proposed distribution of dividends); and

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8.2.2 deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

But if such a deduction is made, the relevant Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the relevant Pledges applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

9. UNDERTAKINGS OF THE PLEDGORS

9.1 Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, Pledgor 1 undertakes to the Pledgee:

9.1.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the GP Interests;

9.1.2 to promptly notify the Pledgee in writing of any change in the partners, the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, Pledgor 1 shall promptly notify the Pledgee in writing, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 1 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

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9.1.3 to promptly inform the Pledgee in writing of all matters concerning the Company of which Pledgor 1 is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 1 shall notify the Pledgee in writing forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 1. Pledgor 1 shall allow, during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges 1 in accordance with Clause 7, the Pledgee or, as the case may be, their proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;

9.1.4 not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any other party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

9.1.5 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Interest Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, unless permitted by the Pledgee;

9.1.6 not to change the articles of association with a view to stipulating certain requirements for the effective transfer of the GP Interests in addition to the general legal requirements pursuant to German corporate law;

9.1.7 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and

9.1.8 insofar as additional declarations or actions are necessary for the creation of the Pledges 1 (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties) to make such declarations and undertake such actions at the Pledgor 1’s costs and expenses.

9.2 Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, Pledgor 2 undertakes to the Pledgee:

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9.2.1 not to take, or participate in, any action which results or might result in its loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);

9.2.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;

9.2.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges 2 and the Existing Share Pledge Agreement;

9.2.4 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;

9.2.5 to promptly notify the Pledgee of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.2, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 2 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

9.2.6 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

9.2.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;

9.2.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which it is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 2 shall notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 2. Pledgor 2 shall allow, following the occurrence and during the continuance of an Enforcement

- 26 -

Event, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

9.2.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (acting reasonably);

9.2.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and

9.2.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at Pledgor 2’s costs and expenses.

For the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1.1 through 9.1.7 and 9.2.1 through 9.2.10 of this Agreement are deemed to be satisfied by the relevant Pledgor if and to the extent such notification or consent has been delivered under the relevant Existing Pledge Agreement provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and the relevant Existing Pledge Agreement.

10. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

11. INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, each Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Pledgee, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by that Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the relevant Pledges.

- 27 -

12. NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

13. DURATION AND INDEPENDENCE

13.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

13.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgors pursuant to it.

13.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgee. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

13.4 Waiving Section 418 of the German Civil Code, each Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

14. RELEASE (PFANDFREIGABE)

14.1 Upon complete and irrevocable satisfaction of the Obligations, the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practical declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgors as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to their accessory nature (Akzessorietät), cease to exist by operation of German mandatory law.

14.2 At any time when the total value of the aggregate security granted by the Pledgors and any of the other Grantors to secure the Obligations (the “Security”) which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of a Pledgor release such part of the Security

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(Sicherheitenfreigabe) as the Pledgee may in its reasonable discretion (as instructed in accordance with the First Lien Intercreditor Agreement) determine so as to reduce the realisable value of the Security to the Limit.

14.3 The Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgors in accordance with, and to the extent required by, the Intercreditor Arrangements.

15. PARTIAL INVALIDITY; WAIVER

15.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

15.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15.3 In particular, the Pledges shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

16. AMENDMENTS

Changes and amendments to this Agreement including this Clause 16 shall be made in writing.

17. NOTICES AND THEIR LANGUAGE

17.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

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For Pledgor 1:	SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
	Address:	Laufengasse 18
		CH-8212 Neuhausen am
		Rheinfall
		Switzerland
	Telephone:	+41 52 6746111
	Fax:	+41 52 674 65 74
	Attention:	Head of legal corporate
For Pledgor 2:	SIG Combibloc Group AG
	Adress:	Laufengasse 18
		CH- 8212 Neuhausen am Rheinfall
		Switzerland
	Telephone:	+41 52 6746111
	Fax:	+41 52 6746574
	Attention:	Head of legal corporate
with a copy to:	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286, The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

17.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

17.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next

- 30 -

business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.

17.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

18. APPLICABLE LAW, JURISDICTION

18.1 This Agreement is governed by the laws of the Federal Republic of Germany.

18.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against any Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against any Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

19. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

19.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

19.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 19.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Isabel van Bremen or Axel Schlieter (isabel.vanbremen@cliffordchance.com or axel.schlieter@cliffordchance.com, fax: +49 211 4355 5600) (the “Recipients”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

19.3 For the purposes of this Clause 19 only, the parties to this Agreement appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) the Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

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Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

- 33 -

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

- 34 -

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

- 35 -

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

- 36 -

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 37 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

- 38 -

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

Evergreen Packaging (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

- 39 -

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

SIG Holdings (UK) Limited

- 40 -

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

- 41 -

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 42 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 43 -

SCHEDULE 2

COPY OF APPROVAL AND CONSENT

- 44 -

SIGNATURE PAGE

This Agreement has been entered into on the date stated at the beginning by

SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)

as Pledgor 1

By:	/s/ Karen Mower
	Name:	Karen Mower
	Title:	Attorney
	Date:	7 November 2012
SIG Combibloc Group AG as Pledgor 2
By:	/s/ Karen Mower
	Name:	Karen Mower
	Title:	Attorney
	Date:	7 November 2012
The Bank of New York Mellon as Pledgee
By:	/s/ Orla Forrester
	Name:	Orla Forrester
	Title:	Vice President
	Date:	7 November 2012

Acknowledged and agreed

SIG Euro Holding AG & Co. KGaA represented by SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) as its general partner (Komplementär)

By:	/s/ Karen Mower
	Name:	Karen Mower
	Title:	Attorney
	Date:	7 November 2012

- 45 -

EX-4.557

EXHIBIT 4.557

Deed Register No. 617/ 2012-G.

R e c o r d e d

in Frankfurt am Main on November 7, 2012

Before me, the undersigning Civil Law Notary in the district of the Higher Regional Court (Oberlandesgericht) of Frankfurt am Main

Dr. Olaf Gerber

with my official place of business in Frankfurt am Main

appeared today:

1. Dr. Esther Maria Hackl, whose business address is Taubenstraße 7-9, 60313 Frankfurt am Main, and who identified herself by presenting her valid passport.

2. Tsampikos Trigenis, whose business address is Bockenheimer Landstraße 24, 60323 Frankfurt am Main, and who identified himself by presenting his valid passport.

The person appearing to 1. declared to make the following declarations not in her own name but, excluding any personal liability, for and on behalf of

a) SIG Combibloc Systems GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed;

b) SIG Combibloc Zerspanungstechnik GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Aachen, Germany and its business address at Walkmühlenstraße 4-10, 53074 Aachen, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

c) Closure Systems International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, which is registered under registration number 34291082 with the Chamber of Commerce

presenting a power of attorney dated October 25, 2012, a copy of which is attached to this deed,

d) Closure Systems International Holdings (Germany) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Worms, Germany and its business address at Mainzer Straße 185, 67547 Worms, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

e) Closure Systems International Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Worms, Germany and its business address at Mainzer Straße 185, 67547 Worms, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

f) SIG Combibloc Group AG, a stock corporation (Aktiengesellschaft) organised under the laws of Switzerland, having its business address at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland, which is registered in the commercial register (Handelsregister) of the Canton of Schaffhausen under the federal register number CH-290.3.004.149-2

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

g) SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

h) SIG Euro Holding AG & Co. KG aA, a limited liability company (Kommanditgesellschaft auf Aktien) organised under the laws of the Federal Republic of Germany, having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

ii

i) SIG Beverages Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Waldshut-Tiengen, Germany and its business address at Weilheimer Straße 5, 79761 Waldshut-Tiegen, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br. under HRB 702482

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

j) SIG International Services GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3925

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

k) SIG Information Technology GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 4050

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

l) SIG Combibloc GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

m) SIG Beteiligungs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6373

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

n) Pactiv LLC (formerly Pactiv Corporation), a company organised under the laws of Delaware, with the corporate identity number 0624402 having its business address at 1900 West Field Court, Lake Forest, IL 60045, USA

presenting a power of attorney dated November 2, 2012, a copy of which is attached to this deed,

iii

o) Pactiv Deutschland Holdinggesellschaft mbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Friedensallee 23-25, 22765 Hamburg, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 71774

presenting a power of attorney dated October 30, 2012, a copy of which is attached to this deed,

p) Omni-Pac Ekco GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its corporate seat in Hamburg, Germany and its business address at Friedensallee 23-25, 22765 Hamburg, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 102663

presenting a power of attorney dated October 30, 2012, a copy of which is attached to this deed,

q) Omni-Pac GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its corporate seat in Elsfleth, Germany and its business address at Am Tidehafen 5, 26931 Elsfleth, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Oldenburg under HRB 201738

presenting a power of attorney dated October 30, 2012, a copy of which is attached to this deed.

The person appearing to 2. declared to make the following declarations not in his own name but, excluding any personal liability, for and on behalf of

The Bank of New York Mellon, having its business address at 1 Wall Street, New York, NY 10286, The United States of America,

presenting a power of attorney dated October 18, 2012, a copy of which is attached to this deed;

Neither the Notary nor the proxies assume any liability as to the validity and/or the scope of the powers of attorney presented.

In the case a certified copy of the power of attorney is attached to this deed, the original was presented to the notary and it is herewith certified that the attached copies are true and correct copies of the original powers of attorney presented to me. In the case only a simple copy is attached, originals shall be provided to the notary in due course. Certified copies thereof shall be sealed to the present deed.

The Notary convinced himself that the persons appearing are in adequate command of the English language and declared that he is in command of the English language as well.

The persons appearing stated that the parties represented by them requested that this instrument be recorded in the English language.

iv

On being asked whether there had been any prior involvement by the Notary in terms of Section 3 para 1 no 7 of the German Notarisation Act (Beurkundungsgesetz) the provisions of which had been explained by the Notary, the persons appearing said that there had been no such prior involvement.

The deponents, acting as aforesaid, then requested the notary to notarise the

Share Pledge Agreements

attached to this deed as appendices 1 to 8 with its schedules. These Share Pledge Agreements with the exclusion of its table of contents forms an integral part of this deed.

This deed with appendices 1 to 8 including their schedules 1 and schedule 2 to appendix 8 but excluding their table of contents and schedule 3 to appendix 8, which are attached for information purposes only, was read aloud by the notary to the deponents, was approved by the deponents and was signed by the deponents and the notary in their own hands as follows:

/s/ Dr. Esther Maria Hackl

/s/ Tsampikos Trigenis

/s/ Dr. Olaf Gerber

v

APPENDIX 1

Execution Version

SIG COMBIBLOC SYSTEMS GMBH

as Pledgor

SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO THE

SHARES IN SIG COMBIBLOC

ZERSPANUNGSTECHNIK GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		12
4. Scope of the Pledge		12
5. Purpose of the Pledge		13
6. Exercise of Membership Rights		13
7. Enforcement of the Pledge		14
8. Limitations on Enforcement		15
9. Approval and Confirmation		18
10. Undertakings of the Pledgor		18
11. Delegation		19
12. Indemnity		20
13. No Liability		20
14. Duration and Independence		21
15. Release of Pledge (Pfandfreigabe)		21
16. Partial Invalidity; Waiver		21
17. Amendments		22
18. Notices and their Language		22
19. Notification		24
20. Applicable Law, Jurisdiction		24
Schedule 1		25
Part 1 List of Current Borrowers		25
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		25
Part 3 List of Current New Secured Notes Guarantors		32
Part 4 Copy of Shareholders List (Gesellschafterliste)		38

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This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Combibloc Systems GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935 (the “Pledgor”);

(2) SIG Combibloc Zerspanungstechnik GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Aachen, Germany and its business address at Walkmühlenstraße 8-10, 53074 Aachen, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814 (the “Company); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the

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August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

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NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

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“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means

a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

c) the share pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

d) the share pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

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e) the share pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

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“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

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“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

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1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company has a nominal share capital (Stammkapital) of EUR 256,000 (in words: Euro two hundred fifty-six thousand) which consists of one share (the “Existing Shares”).

2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1 Part 4 (Copy of Shareholders List).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

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(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the

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existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

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7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Company individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or the Company’s affiliates or to assign any of these claims.

8. LIMITATIONS ON ENFORCEMENT

8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself, the Company or by any of their subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor, the Company or any of their subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

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8.2 Besides an application of proceeds from an enforcement of the Pledge towards satisfaction of the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above, the Pledgee shall not be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations but shall return to the Pledgor proceeds of an enforcement of the Pledge if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the application of proceeds of an enforcement of the Pledge towards the Obligations would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

8.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

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The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

8.4 The limitations set out in Clause 8.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 8.2 above and (y) which amount of proceeds of an enforcement of the Pledge attributable to the enforcement of such up-stream or cross-stream security cannot be applied towards satisfaction of the Obligations but would have to be returned to the Pledgor as it would otherwise cause the Net Assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 8.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 8.3 above, provided that the final sentence of Clause 8.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 8.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to apply the proceeds of an enforcement of the Pledge towards satisfaction of the Obligations irrespective of the limitations set out in Clause 8.2 above.

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8.5 If the Pledgee disagrees with the Balance Sheet it shall be entitled to apply proceeds of an enforcement of the Pledge in satisfaction of the Obligations up to an amount which, according to the Balance Sheet, can be applied in satisfaction of the Obligations in compliance with the limitations set out in Clause 8.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue its claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice that it intends to enforce the security created under this Agreement).

8.6 No reduction of the amount enforceable or applicable towards satisfaction of the Obligations under this Clause 8 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

9. APPROVAL AND CONFIRMATION

The Pledgor as the sole shareholder of the Company hereby approves the Pledge over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4) and pursuant to the articles of association of the Company the Pledge is not subject to any approval of the Company.

10. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

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10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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12. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

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14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

15.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall

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as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 1.2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Systems GmbH
	Address:	Rurstraße 58, 52441 Linnich, Germany,
	Telephone:	+49 2462 79 0
	Fax:	+49 2462 79 2519
	Attention:	Managing directors (Geschäftsführung)

- 22 -

for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140 New Zealand
	Telephone.	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the

- 23 -

next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. NOTIFICATION

19.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause 3 and Clause 4 to the Company.

19.2 The Company hereby acknowledges the notification pursuant to Clause 19.1 above.

20. APPLICABLE LAW, JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

- 24 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

- 25 -

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

- 26 -

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

- 27 -

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

- 28 -

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

- 29 -

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

- 30 -

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 31 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

- 32 -

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

- 33 -

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

- 34 -

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

- 35 -

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

- 36 -

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 37 -

PART 4

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)

- 38 -

APPENDIX 2

Execution Version

CLOSURE SYSTEMS INTERNATIONAL B.V.

as Pledgor

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO

THE SHARES IN CLOSURE SYSTEMS

INTERNATIONAL HOLDINGS (GERMANY) GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		12
4. Scope of the Pledge		12
5. Purpose of the Pledge		13
6. Exercise of Membership Rights		13
7. Enforcement of the Pledge		14
8. Unlawful financial assistance		15
9. Approval and Confirmation		15
10. Undertakings of the Pledgor		15
11. Delegation		17
12. Indemnity		17
13. No Liability		18
14. Duration and Independence		18
15. Release of Pledge (Pfandfreigabe)		18
16. Partial Invalidity; Waiver		19
17. Amendments		19
18. Notices and their Language		20
19. Notification		21
20. Applicable Law, Jurisdiction		22
Schedule 1		23
Part 1 List of Current Borrowers		23
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and current August 2011 Secured Notes Guarantors		23
Part 3 List of Current New Secured Notes Guarantors		29
Part 4 Copy of Shareholders List (Gesellschafterliste)		35

- 1-

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) Closure Systems International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, which is registered under registration number 34291082 with the Chamber of Commerce (the “Pledgor”);

(2) Closure Systems International Holdings (Germany) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Worms, Germany and its business address at Mainzer Straße 185, 67547 Worms, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388 (the “Company”); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers

- 3 -

pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

- 4 -

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

- 5 -

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means

a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, Closure Systems International B.V. as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

c) the share pledge agreement dated 16 November 2010 and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

d) the share pledge agreement dated 2 March 2011 and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

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e) the share pledge agreement dated 8 September 2011 and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

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“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

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“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

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1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company has a nominal share capital (Stammkapital) of EUR 25,000 (in words: Euro twenty-five thousand) which consists of one share with the serial number (laufende Nummer) 1 (the “Existing Shares”).

2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1 Part 4 (Copy of Shareholders List).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

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(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the

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existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

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7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Company individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or the Company’s affiliates or to assign any of these claims.

8. UNLAWFUL FINANCIAL ASSISTANCE

No obligations shall be included in the definition of Obligations to the extent that, if they were included, the security interest granted pursuant to this Agreement or any part thereof would be void as a result of violation of the prohibition on financial assistance contained in Article 2:98c and 2:207c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and all provisions hereof will be interpreted accordingly. For the avoidance of doubt, this Agreement will continue to secure those obligations which, if included in the definition of Obligations, will not constitute a violation of the Prohibition.

9. APPROVAL AND CONFIRMATION

The Pledgor as the sole shareholder of the Company hereby approves the Pledge over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4) and pursuant to the articles of association of the Company the Pledge is not subject to any approval of the Company.

10. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

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10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

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10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

12. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe

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Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

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15.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

- 19 -

18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Closure Systems International B.V.
	Address:	Teleboulevard 140, 1043 EJ Amsterdam, The Netherlands
	Telephone:	+31 20 540 5800
	Fax:	+31 20 644 7011
	Attention:	Managing directors (Geschäftsführung)
for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone. Fax:	+649 3666 259 +649 3666 263
	Attention:	Helen Golding

- 20 -

For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. NOTIFICATION

19.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause 3 and Clause 4 to the Company.

19.2 The Company hereby acknowledges the notification pursuant to Clause 19.1 above.

- 21 -

20. APPLICABLE LAW,  JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

- 22 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

- 23 -

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

- 24 -

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

- 25 -

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

- 26 -

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

- 27 -

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 28 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

- 29 -

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

- 30 -

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

- 31 -

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

- 32 -

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

- 33 -

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 34 -

PART 4

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)

- 35 -

APPENDIX 3

Execution Version

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

as Pledgor

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN

CLOSURE SYSTEMS INTERNATIONAL

DEUTSCHLAND GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		12
4. Scope of the Pledge		12
5. Purpose of the Pledge		13
6. Exercise of Membership Rights		14
7. Enforcement of the Pledge		14
8. Limitations on Enforcement		15
9. Approval and Confirmation		18
10. Undertakings of the Pledgor		18
11. Delegation		19
12. Indemnity		20
13. No Liability		20
14. Duration and Independence		20
15. Release of Pledge (Pfandfreigabe)		21
16. Partial Invalidity; Waiver		21
17. Amendments		22
18. Notices and their Language		22
19. Notification		24
20. Applicable Law, Jurisdiction		24
Schedule 1		25
Part 1 List of Current Borrowers		25
Part  2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		25
Part 3 List of Current New Secured Notes Guarantors		31
Part 4 Copy of Shareholders List (Gesellschafterliste)		37

- 1 -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) Closure Systems International Holdings (Germany) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Mainzer Straße 185, 67547 Worms, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388 (the “Pledgor”);

(2) Closure Systems International Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Worms, Germany and its business address at Mainzer Straße 185, 67547 Worms, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054 (the “Company”); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

- 2 -

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers

- 3 -

pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

- 4 -

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

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“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means

a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

c) the share pledge agreement dated 16 November 2010 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

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d) the share pledge agreement dated 2 March 2011 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

e) the share pledge agreement dated 8 September 2011 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

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“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

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“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company has a nominal share capital (Stammkapital) of DM 17,000,000 (in words: Deutsche Mark seventeen million) which consists of one share (the “Existing Shares”).

2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1 Part 4 (Copy of Shareholders List).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

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(b) the right to subscribe for newly issued shares; and

(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

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6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

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7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Company individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or the Company’s affiliates or to assign any of these claims.

8. LIMITATIONS ON ENFORCEMENT

8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself, the Company or by any of their subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor, the Company or any of their subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

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8.2 Besides an application of proceeds from an enforcement of the Pledge towards satisfaction of the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above, the Pledgee shall not be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations but shall return to the Pledgor proceeds of an enforcement of the Pledge if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the application of proceeds of an enforcement of the Pledge towards the Obligations would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

8.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

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It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

8.4 The limitations set out in Clause 8.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 8.2 above and (y) which amount of proceeds of an enforcement of the Pledge attributable to the enforcement of such up-stream or cross-stream security cannot be applied towards satisfaction of the Obligations but would have to be returned to the Pledgor as it would otherwise cause the Net Assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 8.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 8.3 above, provided that the final sentence of Clause 8.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 8.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to apply the proceeds of an enforcement of the Pledge towards satisfaction of the Obligations irrespective of the limitations set out in Clause 8.2 above.

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8.5 If the Pledgee disagrees with the Balance Sheet it shall be entitled to apply proceeds of an enforcement of the Pledge in satisfaction of the Obligations up to an amount which, according to the Balance Sheet, can be applied in satisfaction of the Obligations in compliance with the limitations set out in Clause 8.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue its claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice that it intends to enforce the security created under this Agreement).

8.6 No reduction of the amount enforceable or applicable towards satisfaction of the Obligations under this Clause 8 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

9. APPROVAL AND CONFIRMATION

The Pledgor as the sole shareholder of the Company hereby approves the Pledge over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4) and pursuant to the articles of association of the Company the Pledge is not subject to any approval of the Company.

10. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

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10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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12. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

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14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

15.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become

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evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Closure Systems International Holdings (Germany) GmbH
	Address:	Mainzer Straße 185, 67547 Worms, Germany
	Telephone:	+49 6241 400 10
	Fax:	+49 6241 400 187
	Attention:	Managing directors (Geschäftsführung)

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for the Pledgor with a copy to:	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street 4E New York N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

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19. NOTIFICATION

19.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause 3 and Clause 4 to the Company.

19.2 The Company hereby acknowledges the notification pursuant to Clause 19.1 above.

20. APPLICABLE LAW,  JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

- 25 -

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

- 26 -

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

- 27 -

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

- 28 -

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

- 29 -

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

- 31 -

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

- 32 -

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

- 33 -

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

- 34 -

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

- 35 -

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 36 -

PART 4

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)

- 37 -

APPENDIX 4

Execution Version

SIG COMBIBLOC GROUP AG

as Pledgor

SIG COMBIBLOC HOLDING GMBH

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO

THE SHARES IN

SIG COMBIBLOC HOLDING GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		12
4. Scope of the Pledge		12
5. Purpose of the Pledge		13
6. Exercise of Membership Rights		14
7. Enforcement of the Pledge		14
8. Swiss Limitations		17
9. Undertakings of the Pledgor		18
10. Delegation		20
11. Indemnity		20
12. No Liability		20
13. Duration and Independence		21
14. Release of Pledge (Pfandfreigabe)		21
15. Partial Invalidity; Waiver		22
16. Amendments		22
17. Notices and their Language		22
18. Notification		24
19. Applicable Law, Jurisdiction		24
Schedule 1		26
Part 1 List of Current Borrowers		26
Part  2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		26
Part 3 List of Current New Secured Notes Guarantors		32
Part 4 Copy of Shareholders List (Gesellschafterliste)		38

- 1 -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Combibloc Group AG, a stock corporation (Aktiengesellschaft) organised under the laws of Switzerland, having its business address at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland, which is registered in the commercial register (Handelsregister) of the Canton of Schaffhausen under the federal register number CH-290.3.004.149-2 (the “Pledgor”);

(2) SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Waldshut-Tiengen, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751 (the “Company”); and

(3) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August

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2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

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NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

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“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means

(a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

(b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

(c) the share pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

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(d) the share pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(e) the share pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

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“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III
S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

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“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

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“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company has a nominal share capital (Stammkapital) of EUR 5,200,000 (in words: Euro five million two hundred thousand) which is divided into 2 shares.

2.2 The Pledgor is the owner of 1 share in the Company with a nominal amount (Nennbetrag) of EUR 260,520 (in words: Euro two hundred sixty thousand five hundred twenty) carrying the serial number (laufende Nummer) 2 (the “Existing Shares”).

2.3 The Pledgor as owner of the Existing Shares is registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1 Part 4 (Copy of Shareholders List).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

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(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

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6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 9 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1

(a) Subject to paragraph (b) of this Clause 7.1 below, if (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges is met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Collateral Agent (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

(b) The Collateral Agent may only enforce the Pledges in accordance with paragraph (a) of this Clause 7.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with a Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain

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proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) after (i) the Pledgor’s auditors have (y) delivered an audited interim balance sheet of the Pledgor (valuating the Shares at their realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Pledgor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Pledgor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Pledgor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Pledgor of its intention to enforce the Pledge. The Collateral Agent shall only enforce the Pledge in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Pledgor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 8 (Swiss Limitations) below, provided that if the Pledge is not enforced and/or enforceable, the Collateral Agent may subsequently again seek to enforce the Pledge in accordance with this paragraph (b) of this Clause 7.1 and Clause 8 (Swiss Limitations) at any time thereafter.

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(c) Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.2 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.3 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.4 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.5 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 9.6 below regardless of which resolutions are intended to be adopted.

7.6 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Company individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.7 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.8 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

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7.9 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from the Company or the Company’s affiliates or to assign any of these claims.

8. SWISS LIMITATIONS

8.1 Proceeds of an enforcement of the Pledge shall only be applied towards satisfaction of the Obligations in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Pledgor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor, up to such proceeds and (ii) a Pledgor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Pledgor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture have been made available to the Pledgor’s Subsidiary, up to such proceeds) to the extent application of the proceeds of an enforcement of the Pledge towards such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor and in the maximum amount of the Pledgor’s profits available for the distribution of dividends at the point in time the Pledge is enforced (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law) (the “Available Enforcement Proceeds”). From the proceeds of an enforcement an amount equal to the sum of (i) the excess, if any, of the enforcement proceeds over the Available Enforcement Proceeds plus (ii) the Tax Payment Amount (as defined below) shall be returned to the Pledgor;

8.2 for such application of the Available Enforcement Proceeds towards satisfaction of the Obligations the Pledgor shall procure to pass a shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss

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Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on the report from the Pledgor’s auditors approving the proposed distribution of dividends); and

8.3 deduct from the Available Enforcement Proceeds Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration (the “Tax Payment Amount”):

(a) pay the Tax Payment Amount to the Swiss Federal Tax Administration; and

(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

But if such a deduction is made, the Pledgor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding taxes) of the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of an enforcement of the Pledge applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

9. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

9.2 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

9.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

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9.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

9.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

9.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

9.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

9.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

9.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

9.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1 through 9.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

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10. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

11. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 11, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

12. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

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13. DURATION AND INDEPENDENCE

13.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

13.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

13.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

13.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

14. RELEASE OF PLEDGE (PFANDFREIGABE)

14.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

14.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

14.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

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15. PARTIAL INVALIDITY; WAIVER

15.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

15.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

16. AMENDMENTS

Changes and amendments to this Agreement including this Clause 16 shall be made in writing except where notarisation is required.

17. NOTICES AND THEIR LANGUAGE

17.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

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For the Pledgor:	SIG Combibloc Group AG
	Address:	Laufengasse 18, CH-8212, Neuhausen am Rheinfall, Switzerland
	Telephone:	+41 52 674 6111
	Fax:	+41 52 674 6574
	Attention:	Head of legal corporate
for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited Level 9 148 Quay Street PO Box 3515 Auckland 1140 New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

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17.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

17.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.

17.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

18. NOTIFICATION

18.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause3 and Clause 4 to the Company.

18.2 The Company hereby acknowledges the notification pursuant to Clause 18.1 above.

19. APPLICABLE LAW, JURISDICTION

19.1 This Agreement is governed by the laws of the Federal Republic of Germany.

19.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

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Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

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Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

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SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

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Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

- 30 -

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 31 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

- 32 -

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

- 33 -

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

- 34 -

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

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Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

- 36 -

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 37 -

PART 4

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)

- 38 -

APPENDIX 5

Execution Version

SIG EURO HOLDING AG & CO. KGAA

as Pledgor

SIG BEVERAGES GERMANY GMBH, SIG INTERNATIONAL SERVICES

GMBH, SIG INFORMATION TECHNOLOGY GMBH, SIG COMBIBLOC

GMBH AND SIG COMBIBLOC HOLDING GMBH

as Companies

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO THE

SHARES IN SIG BEVERAGES GERMANY GMBH,

SIG INTERNATIONAL SERVICES GMBH, SIG

INFORMATION TECHNOLOGY GMBH, SIG

COMBIBLOC GMBH AND SIG COMBIBLOC

HOLDING GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		13
3. Pledge		14
4. Scope of the Pledge		14
5. Purpose of the Pledge		15
6. Exercise of Membership Rights		15
7. Enforcement of the Pledge		15
8. Approval and Confirmation		17
9. Undertakings of the Pledgor		17
10. Delegation		19
11. Indemnity		19
12. No Liability		19
13. Duration and Independence		20
14. Release of Pledge (Pfandfreigabe)		20
15. Partial Invalidity; Waiver		21
16. Amendments		21
17. Notices and their Language		21
18. Notification		23
19. Applicable Law, Jurisdiction		24
Schedule 1		25
Part 1 List of Current Borrowers		25
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		25
Part 3 List of Current New Secured Notes Guarantors		32
Part 4 Copies of Shareholders Lists (Gesellschafterlisten)		38

- 1 -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Euro Holding AG & Co. KG aA, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754 (the “Pledgor”);

(2) SIG Beverages Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstr. 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6374 (the “Company 1”);

(3) SIG International Services GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3925 (the “Company 2”);

(4) SIG Information Technology GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 4050 (the “Company 3”);

(5) SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 59, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751 (the “Company 4”);

(6) SIG Combibloc GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182 (the “Company 5” and together with Company 1, Company 2, Company 3 and Company 4 the “Companies”); and

(7) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent “ or the “Pledgee”).

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WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October

- 3 -

2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or

- 4 -

extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Companies as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

- 5 -

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

- 6 -

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means

a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Euro Holding AG & Co. KG aA as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

c) the share pledge agreement dated 16 November 2010 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

d) the share pledge agreement dated 2 March 2011 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and as pledgee;

e) the share pledge agreement dated 8 September 2011 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as collateral agent and pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

- 7 -

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Companies (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of any of the Companies (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

- 8 -

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

- 9 -

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

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“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

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“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

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1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company 1 has a nominal share capital (Stammkapital) of EUR 50,000 (in words: Euro fifty thousand) which consists of one share (the “Existing Shares 1”).

The Company 2 has a nominal share capital (Stammkapital) of EUR 1,000,000 (in words: Euro one million) which consists of one share (the “Existing Shares 2”).

The Company 3 has a nominal share capital (Stammkapital) of EUR 500,000 (in words: Euro five hundred thousand) which is divided into two shares, one share in the nominal amount (Nennbetrag) of EUR 100,000 (in words: Euro one hundred thousand) and one share in the nominal amount (Nennbetrag) of EUR 400,000 (in words: Euro four hundred thousand) (the “Existing Shares 3”).

The Company 4 has a nominal share capital (Stammkapital) of EUR 5,200,000 (in words: Euro five million two hundred thousand) which is divided into two shares. The Pledgor is the owner of one share in Company 4 with a nominal amount (Nennbetrag) of EUR 4,939,480 (in words: Euro four million nine hundred thirty-nine thousand four hundred eighty) carrying the serial number (laufende Nummer) 1 (the “Existing Shares 4”)

The Company 5 has a nominal share capital (Stammkapital) of EUR 30,700,000 (in words: Euro thirty million seven hundred thousand) which is divided into three shares. The Pledgor is the owner of one share in Company 5 with a nominal amount (Nennbetrag) of EUR 307,000 (in words: Euro three hundred seven thousand) (the “Existing Shares 5” and together with the Existing Shares 1, the Existing Shares 2, the Existing Shares 3 and the Existing Shares 4 the “Existing Shares”).

2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the relevant shareholders list (Gesellschafterliste) of the Companies as filed (aufgenommen) with the commercial register (Handelsregister), copies of which are attached as Schedule 1 Part 4 (Copy of Shareholders Lists).

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3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledges.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledges constituted by this Agreement include:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Companies, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against any of the Companies arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and any of the Companies).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledges constituted hereunder.

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4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of any of the Companies or in connection with the reduction of the amount of the registered share capital of any of the Companies; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledges, the existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 09 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges (or any of them), the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

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7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledges sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledges under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledges, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 9.6 below regardless of which resolutions are intended to be adopted.

7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledges and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Companies individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

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7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledges are enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledges and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from any of the Companies or any of the Companies’ affiliates or to assign any of these claims.

8. APPROVAL AND CONFIRMATION

The Pledgor as the sole shareholder of the Companies other than Company 4 and Company 5 hereby approves the Pledges over the Shares in Company 1, Company 2 and Company 3 and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4). Pursuant to the articles of association of each of Companies the Pledges are not subject to any approval of the relevant Company.

9. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

9.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

9.2 to inform the Pledgee promptly of any change made in the registered share capital of any of the Companies, or any changes made to the articles of association of any of the Companies which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

9.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

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9.4 to promptly notify the Pledgee, by notification in writing of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

9.5 in the event of any increase in the capital of any of the Companies, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

9.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning of any of the Companies of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of any of the Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

9.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

9.8 not to amend the articles of association of any of the Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

9.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

9.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1 through 9.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

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10. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

11. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 11, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

12. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in

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connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

13. DURATION AND INDEPENDENCE

13.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

13.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

13.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

13.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

14. RELEASE OF PLEDGE (PFANDFREIGABE)

14.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to their accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

14.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

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14.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

15. PARTIAL INVALIDITY; WAIVER

15.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

15.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15.3 In particular, the Pledges shall not be affected and shall in any event extend to any and all shares in each of the Companies even if the number or nominal value of the Existing Shares or the aggregate share capital of any of the Companies as stated in Clause 2 are inaccurate or deviate from the actual facts.

16. AMENDMENTS

Changes and amendments to this Agreement including this Clause 16 shall be made in writing except where notarisation is required.

17. NOTICES AND THEIR LANGUAGE

17.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

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For the Pledgor:	SIG Euro Holding AG & Co. KG aA
	Address:	Rurstraße 58, 52441 Linnich, Germany
	Attention:	Managing Directors (Geschäftsführung)
for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, N.Y. 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

17.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

17.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 17 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 17.

17.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

18. NOTIFICATION

18.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledges of the rights pursuant to Clause 3 and Clause 4 to the Companies.

18.2 The Companies hereby acknowledge the notification pursuant to Clause 18.1 above.

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19. APPLICABLE LAW, JURISDICTION

19.1 This Agreement is governed by the laws of the Federal Republic of Germany.

19.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

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SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

- 26 -

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

- 27 -

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

- 28 -

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

- 29 -

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

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Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

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SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

- 33 -

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

- 34 -

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

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GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

- 36 -

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 37 -

PART 4

COPIES OF SHAREHOLDERS LISTS (GESELLSCHAFTERLISTEN)

- 38 -

APPENDIX 6

Execution Version

SIG BETEILIGUNGS GMBH

PACTIV LLC (formerly PACTIV CORPORATION)

as Pledgors

PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

as Company

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO

THE SHARES IN PACTIV DEUTSCHLAND

HOLDINGGESELLSCHAFT MBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		13
4. Scope of the Pledge		13
5. Purpose of the Pledge		14
6. Exercise of Membership Rights		14
7. Enforcement of the Pledge		14
8. Limitations on Enforcement		16
9. Approval and Confirmation		18
10. Undertakings of each Pledgor		19
11. Delegation		20
12. Indemnity		20
13. No Liability		21
14. Duration and Independence		21
15. Release of Pledge (Pfandfreigabe)		21
16. Partial Invalidity; Waiver		22
17. Amendments		22
18. Notices and their Language		23
19. Notification		24
20. Applicable Law, Jurisdiction		24
Schedule 1		26
Part 1 List of Current Borrowers		26
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		27
Part 3 List of Current New Secured Notes Guarantors		33
Part 4 Copy of Shareholders List (Gesellschafterliste)		39

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This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Beteiligungs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6373 (the “Pledgor 1”);

(2) Pactiv LLC (formerly Pactiv Corporation), a company organised under the laws of Delaware, with the corporate identity number 0624402 having its business address at 1900 West Field Court, Lake Forest, IL 60045, USA, (the “Pledgor 2” and, together with Pledgor 1, the “Pledgors”);

(3) Pactiv Deutschland Holdinggesellschaft mbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Hamburg, Germany and its business address at Friedensstraße 23-25, 22765 Hamburg, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 71774 (the “Company); and

(4) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, NY 10286, The United States of America in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the

- 2 -

Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured

- 3 -

Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgors have agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over their respective Shares (as defined below) in the Company as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

- 5 -

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents. The August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Shares 1” has the meaning given to such term in sub-Clause 2.1 hereof.

“Existing Share 2” has the meaning given to such term in sub-Clause 2.1 hereof.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“Existing Share Pledge Agreements” means:

(a) the share pledge agreement dated 2 March 2011 and entered into between Pactiv Hamburg Holdings GmbH and Pactiv Corporation as pledgors and The Bank of New York Mellon as collateral agent and as pledgee; and

- 6 -

(b) the share pledge agreement dated 8 September 2011 and entered into between Pactiv Hamburg Holdings GmbH and Pactiv Corporation as pledgors and The Bank of New York Mellon as collateral agent and as pledgee.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares 1” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor 1 may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Future Shares 2” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor 2 may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Future Shares” means the Future Shares 1 and the Future Shares 2 referred to collectively and “Future Share” means any of them.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the

- 7 -

obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

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“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge 1” and “Pledges 1” have the meanings given to such terms in sub-Clause 3.1.

“Pledge 2” and “Pledges 2” have the meanings given to such terms in sub-Clause 3.2.

“Pledges” means the Pledges 1 and the Pledges 2 referred to collectively and “Pledge” means any of them.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

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“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares 1” means the Existing Shares 1 and the Future Shares 1.

“Shares 2” means the Existing Share 2 and the Future Shares 2.

“Shares” means the Existing Shares and Future Shares.

1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company has a nominal share capital (Stammkapital) of EUR 25,000 (in words: Euro twenty five thousand) which is divided into three shares,

persisting of one share with a nominal amount (Nennbetrag) of EUR 5,750 (in words: Euro five thousand seven hundred fifty) carrying the serial number (laufende Nummer) 1 and one share with the nominal amount of EUR 17,750 (in words: Euro seventeen thousand seven hundred fifty) carrying the serial number (laufende Nummer) 2 (the “Existing Shares 1”), and

one share with the nominal amount of EUR 1,500 (in words: Euro one thousand five hundred) carrying the serial number (laufende Nummer) 3 (the “Existing Share 2”),

(the Existing Shares 1 and the Existing Share 2 are together the “Existing Shares”).

2.2 Pledgor 1 is the owner of the Existing Shares 1 and Pledgor 2 is the owner of the Existing Share 2 and both Pledgors are registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1 Part 4 (Copy of Shareholders List).

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3. PLEDGE

3.1 Pledgor 1 hereby pledges to the Pledgee the Shares 1 together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (each a “Pledge 1” and together the “Pledges 1”).

3.2 Pledgor 2 hereby pledges to the Pledgee the Shares 2 together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (each a “Pledge 2” and together the “Pledges 2”).

3.3 The Pledgee hereby accepts the Pledges.

3.4 The Pledges are in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledges constituted by this Agreement include:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of any Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between any Pledgor and the Company).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, each Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledges constituted hereunder.

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4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledges (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of the Company or in connection with the reduction of the amount of the registered share capital of the Company; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by any Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the respective Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and each Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the respective Pledgor. Each Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledges, the existence of all or part of the Shares or cause an Event of Default to occur. Each Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledges are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledges, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

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7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledges sold (including at public auction).

7.3 Each Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the respective Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the respective Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledges under sub-Clause 7.1, each Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, each Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledges, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. Each Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledges and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledges over the shares in the Company individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 Each Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 Each Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

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7.10 If the Pledges are enforced or if any Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the respective Pledgor by subrogation or otherwise. Further, the Pledgors shall at no time before, on or after an enforcement of the Pledges and as a result of the Pledgors entering into this Agreement, be entitled to demand indemnification or compensation from the Company or the Company’s affiliates or to assign any of these claims.

8. LIMITATIONS ON ENFORCEMENT

8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledges 1 towards satisfaction of the Obligations without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by Pledgor 1 itself, the Company or by any of their subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, Pledgor 1, the Company or any of their subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

8.2 Besides an application of proceeds from an enforcement of the Pledges 1 towards satisfaction of the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above, the Pledgee shall not be entitled to apply proceeds of an enforcement of the Pledges 1 towards satisfaction of the Obligations but shall return to Pledgor 1 proceeds of an enforcement of the Pledges 1 if and to the extent that:

(a) the Pledges 1 secure the obligations of a Grantor which is (x) a shareholder of Pledgor 1 or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of Pledgor 1 (other than Pledgor 1 and its subsidiaries); and

(b) the application of proceeds of an enforcement of the Pledges 1 towards the Obligations would have the effect of (x) reducing Pledgor 1’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

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8.3 The Net Assets shall be calculated as an amount equal to the sum of the values of Pledgor 1’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of Pledgor 1’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for Pledgor 1’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to Pledgor 1 by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of Pledgor 1; and

(c) obligations under loans or other contractual liabilities incurred by Pledgor 1 in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by Pledgor 1 in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of Pledgor 1 will be assessed at liquidation values (Liquidationswerte) if the managing directors of Pledgor 1, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of Pledgor 1 can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledges 1 are enforced.

8.4 The limitations set out in Clause 8.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledges 1 (the “Notice”), Pledgor 1 has confirmed in writing to the Collateral Agent (x) to what extent such Pledges 1 are up-stream or cross-stream security as described in Clause 8.2 above and (y) which amount of proceeds of an enforcement of the Pledges 1 attributable to the enforcement of such up-stream or cross-stream security cannot be applied towards satisfaction of the Obligations but would have to be returned to Pledgor 1 as it would otherwise cause the Net Assets of Pledgor 1 to fall below its stated share capital (taking

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into account the adjustments set out in Clause 8.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain Pledgor 1’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from Pledgor 1 an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of Pledgor 1’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 8.3 above, provided that the final sentence of Clause 8.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of Pledgor 1 should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 8.3 above. If Pledgor 1 fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to apply the proceeds of an enforcement of the Pledges 1 towards satisfaction of the Obligations irrespective of the limitations set out in Clause 8.2 above.

8.5 If the Pledgee disagrees with the Balance Sheet it shall be entitled to apply proceeds of an enforcement of the Pledges 1 in satisfaction of the Obligations up to an amount which, according to the Balance Sheet, can be applied in satisfaction of the Obligations in compliance with the limitations set out in Clause 8.2 above. In relation to any additional amounts for which Pledgor 1 is liable under this Agreement, the Pledgee shall be entitled to further pursue its claims (if any) and Pledgor 1 shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice that it intends to enforce the security created under this Agreement).

8.6 No reduction of the amount enforceable or applicable towards satisfaction of the Obligations under this Clause 8 will prejudice the right of the Pledgee to continue enforcing the Pledges 1 (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

9. APPROVAL AND CONFIRMATION

Each Pledgor as the shareholders of the Company hereby approve the Pledges over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4) and pursuant to the articles of association of the Company the Pledges are not subject to any approval of the Company.

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10. UNDERTAKINGS OF EACH PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, each Pledgor undertakes to the Pledgee:

10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the respective Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the respective Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company of which the respective Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the respective Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledges. The respective Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

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10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

10.8 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and the Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

12. INDEMNITY

The Pledgors shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgors shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgors of their indemnity obligations hereunder. The Pledgors may defend themselves against such claim and the Pledgee

- 20 -

shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgors shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgors pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgors hereby agree that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgors as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

- 21 -

15.2 At any time when the total value of the aggregate security granted by the Pledgors and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of any of the Pledgors release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledges (Pfandfreigabe) to each Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledges shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the Existing Shares or the aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

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18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgors:	SIG Beteiligungs GmbH
	Address:	Rurstrasse 58, 52441 Linnich,
		Germany
	Fax:	+49 2462 79 2519
	Attention:	Managing Directors (Geschäftsführung)
for the Pledgors with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone.	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, NY 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

- 23 -

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. NOTIFICATION

19.1 Each Pledgor and the Pledgee hereby give notice of this Agreement and the Pledges of the rights pursuant to Clause 3 and Clause 4 to the Company.

19.2 The Company hereby acknowledges the notification pursuant to Clause 19.1 above.

20. APPLICABLE LAW, JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against any Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against any Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

- 24 -

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

- 25 -

SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

- 26 -

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

- 27 -

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

- 28 -

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

- 29 -

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

- 30 -

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

- 31 -

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 32 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

- 33 -

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

- 34 -

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

- 35 -

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

- 36 -

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

- 37 -

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 38 -

PART 4

COPY OF SHAREHOLDERS LIST (GESELLSCHAFTERLISTE)

- 39 -

APPENDIX 7

Execution Version

PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

as Pledgor

OMNI-PAC-EKCO GMBH VERPACKUNGSMITTEL

OMNI-PAC GMBH VERPACKUNGSMITTEL

as Companies

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO THE

SHARES IN OMNI-PAC EKCO GMBH

VERPACKUNGSMITTEL AND OMNI-PAC GMBH

VERPACKUNGSMITTEL

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause	Page
1. Definitions and Language		5
2. Pledged Shares		12
3. Pledge		12
4. Scope of the Pledge		12
5. Purpose of the Pledge		13
6. Exercise of Membership Rights		13
7. Enforcement of the Pledge		14
8. Limitations on Enforcement		15
9. Approval and Confirmation		18
10. Undertakings of the Pledgor		18
11. Delegation		19
12. Indemnity		20
13. No Liability		20
14. Duration and Independence		21
15. Release of Pledge (Pfandfreigabe)		21
16. Partial Invalidity; Waiver		21
17. Amendments		22
18. Notices and their Language		22
19. Notification		24
20. Applicable Law, Jurisdiction		24
Schedule 1		25
Part 1 List of Current Borrowers		25
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors		25
Part 3 List of Current New Secured Notes Guarantors		31
Part 4 Copy of Shareholders Lists (Gesellschafterlisten)		37

- 1 -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) Pactiv Deutschland Holdinggesellschaft mbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Friedensallee 23-25, 22765 Hamburg, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 71774 (the “Pledgor”);

(2) Omni-Pac Ekco GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its corporate seat in Hamburg, Germany and its business address at Friedensallee 25, 22765 Hamburg, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg under HRB 102663 (the “Company 1”);

(3) Omni-Pac GmbH Verpackungsmittel, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its corporate seat in Elsfleth, Germany and its business address at Am Tidehafen 5, 26931 Elsfleth, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Oldenburg under HRB 201738 (the “Company 2” and together with Company 1 and Company 2, the “Companies”); and

(4) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, NY 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

- 2 -

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the

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aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Companies as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(I) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

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(J) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

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“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Existing Share Pledge Agreements” means:

(a) the share pledge agreement dated 2 March 2011 and entered into between Pactiv Deutschland Holdinggesellschaft mbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

(b) the share pledge agreement dated 8 September 2011 and entered into between Pactiv Deutschland Holdinggesellschaft mbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

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“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

“Future Shares” means all additional shares in the capital of the Companies (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of any of the Companies (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

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“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No.1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit

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Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

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“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

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“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011 Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

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2. PLEDGED SHARES

2.1 Company 1 has a nominal share capital (Stammkapital) of EUR 25,000 (in words: Euro twenty five thousand) which is divided into two shares which shares have a nominal amount of EUR 24,900 (in words: Euro twenty four thousand nine hundred) and EUR 100 (in words: Euro one hundred) (the “Existing Shares 1”).

Company 2 has a nominal share capital (Stammkapital) of EUR 25,000 (in words: Euro twenty five thousand) which is divided into two shares, persisting of one share with a nominal amount (Nennbetrag) of EUR 24,900 (in words: Euro twenty four thousand nine hundred) carrying the serial number (laufende Nummer) 1 and one share with a nominal amount (Nennbetrag) of EUR 100 (in words: Euro one hundred) carrying the serial number (laufende Nummer) 2 (the “Existing Shares 2” and together with the Existing Shares 1, the “Existing Shares”).

2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the relevant shareholders list (Gesellschafterliste) of the Companies as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 1Part 4 (Copy of Shareholders Lists).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Companies, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

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(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against any of the Companies arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and any of the Companies).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of any of the Companies or in connection with the reduction of the amount of the registered share capital of any of the Companies; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the

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existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations has become due and payable, then in order to enforce the Pledge, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

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7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Companies individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

7.10 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor—Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from any of the Companies or any of the Companies’ affiliates or to assign any of these claims.

8. LIMITATIONS ON ENFORCEMENT

8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself, any of the Companies or by any of their subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor, any of the Companies or any of their subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

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8.2 Besides an application of proceeds from an enforcement of the Pledge towards satisfaction of the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above, the Pledgee shall not be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations but shall return to the Pledgor proceeds of an enforcement of the Pledge if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the application of proceeds of an enforcement of the Pledge towards the Obligations would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

8.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

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The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

8.4 The limitations set out in Clause 8.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 8.2 above and (y) which amount of proceeds of an enforcement of the Pledge attributable to the enforcement of such up-stream or cross-stream security cannot be applied towards satisfaction of the Obligations but would have to be returned to the Pledgor as it would otherwise cause the Net Assets of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 8.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 8.3 above, provided that the final sentence of Clause 8.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 8.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to apply the proceeds of an enforcement of the Pledge towards satisfaction of the Obligations irrespective of the limitations set out in Clause 8.2 above.

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8.5 If the Pledgee disagrees with the Balance Sheet it shall be entitled to apply proceeds of an enforcement of the Pledge in satisfaction of the Obligations up to an amount which, according to the Balance Sheet, can be applied in satisfaction of the Obligations in compliance with the limitations set out in Clause 8.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue its claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice that it intends to enforce the security created under this Agreement).

8.6 No reduction of the amount enforceable or applicable towards satisfaction of the Obligations under this Clause 8 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

9. APPROVAL AND CONFIRMATION

The Pledgor, as the sole shareholder of Company 1 and of Company 2, hereby approves the Pledge over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4) and pursuant to the articles of association of each Company the Pledge is not subject to any approval of any of the Companies.

10. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of any of the Companies, or any changes made to the articles of association of any of the Companies which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

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10.5 in the event of any increase in the capital of any of the Companies, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning of any of the Companies of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of any of the Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

10.8 not to amend the articles of association of any of the Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

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12. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

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14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

15.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall

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as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in each of the Companies even if the number or nominal value of the Existing Shares or the aggregate share capital of any of the Companies as stated in Clause 2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	Pactiv Deutschland Holdinggesellschaft mbH
	Address:	Friedensallee 23-25, 22765 Hamburg, Germany
	Telephone:	+49 40 39199211
	Fax:	+49 40 39199298
	Attention:	Managing directors (Geschäftsführung)

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for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding
For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E New York, NY 10286 The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

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18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. NOTIFICATION

19.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause 3 and Clause 4 to the Companies.

19.2 The Companies hereby acknowledge the notification pursuant to Clause 19.1 above.

20. APPLICABLE LAW,  JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

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CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

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Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

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SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

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CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

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Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

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SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

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Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

- 33 -

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

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Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

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Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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PART 4

COPY OF SHAREHOLDERS LISTS

(GESELLSCHAFTERLISTEN)

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APPENDIX 8

Execution Version

SIG COMBIBLOC HOLDING GMBH

as Pledgor

SIG COMBIBLOC SYSTEMS GMBH

SIG BETEILIGUNGS GMBH (FORMERLY SIG VIETNAM

BETEILIGUNGS)

SIG COMBIBLOC GMBH

as Companies

THE BANK OF NEW YORK MELLON

as Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT RELATING TO THE

SHARES IN SIG COMBIBLOC SYSTEMS GMBH,

SIG BETEILIGUNGS GMBH (FORMERLY SIG

VIETNAM BETEILIGUNGS GMBH) AND SIG

COMBIBLOC GMBH

(Geschäftsanteilsverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

Contents

Clause		Page
1.	Definitions and Language		5
2.	Pledged Shares		12
3.	Pledge		13
4.	Scope of the Pledge		13
5.	Purpose of the Pledge		14
6.	Exercise of Membership Rights		14
7.	Enforcement of the Pledge		14
8.	Limitations on Enforcement		16
9.	Approval and Confirmation		18
10.	Undertakings of the Pledgor		19
11.	Delegation		20
12.	Indemnity		20
13.	No Liability		21
14.	Duration and Independence		21
15.	Release of Pledge (Pfandfreigabe)		21
16.	Partial Invalidity; Waiver		22
17.	Amendments		22
18.	Notices and their Language		23
19.	Notification		24
20.	Applicable Law, Jurisdiction		25
Schedule 1			26
Part 1 List of Current Borrowers			26
Part 2 List of Current Guarantors, Current 2009 Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors			26
Part 3 List of Current New Secured Notes Guarantors			32
Schedule 2 Copy of Shareholders Lists (Gesellschafterlisten)			38
Schedule 3 Copy of Shareholders' resolution in respect of Pledgor			39

- 1 -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on November 7, 2012

BETWEEN:

(1) SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751 (the “Pledgor”);

(2) SIG Combibloc Systems GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935 (the “Company 1”);

(3) SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH), a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany, having its business address at Rurstrasse 58, 52441 Linnich, Germany registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6373 (the “Company 2”);

(4) SIG Combibloc GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany having its corporate seat in Linnich, Germany and its business address at Rurstraße 58, 52441 Linnich, Germany, which is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182 (the “Company 3” and together with Company 1, Company 2 and Company 3, the “Companies”); and

(5) The Bank of New York Mellon, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent” or the “Pledgee”).

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000 between, inter alios, the parties listed in Schedule 1 Part 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Schedule 1 Part 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

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(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current 2009 Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “2009 Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “2009 Senior Secured Notes”) to certain noteholders.

(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “ October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current October 2010 secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee,

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The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011 RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment No. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) The Pledgor has agreed to grant an additional pledge (subject to the pledges arising under the Existing Share Pledge Agreements (as defined below)) over its Shares (as defined below) in the Companies as security for the Pledgee’s respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

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(I) SIG Euro Holding AG & Co. KGaA and SIG Combibloc Group AG as the shareholders of the Pledgor have approved the Pledge (as defined below) over the Shares (as defined below) and over any and all ancillary rights and claims associated with the Shares (as defined below) (as more particularly specified in Clause 4) and consented to their transfer upon enforcement of the Pledge (as defined below). Such approval has been granted by a shareholders’ resolution as required in section 13 paragraph 6 of the articles of association of the Pledgor a copy of which is attached as Schedule 3.

(J) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

(K) The Pledgor has entered into the Existing Share Pledge Agreements (as defined below).

NOW, IT IS AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 In this Agreement:

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, having its business address at Eleven Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 relating to the First Lien Intercreditor Agreement made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited is appointed as additional collateral agent and became party to the First Lien Intercreditor Agreement.

“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

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“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank N.A., Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents, the 2009 Senior Secured Notes Documents, the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents, the August 2011 Secured Notes Documents and the New Secured Notes Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the 2009 Senior Secured Notes Indenture and/or the October 2010 Secured Notes Indenture and/or the February 2011 Secured Notes Indenture and/or the August 2011 Secured Notes Indenture and/or the New Secured Notes Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alios, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

- 6 -

“Existing Share Pledge Agreements” means

a) the share pledge agreement dated 5 November 2009 (as amended by a confirmation and amendment agreement dated 4 May 2010) and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee and others as pledgees;

b) a confirmation and amendment agreement dated 4 May 2010 and entered into between, inter alios, SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and others (the “Confirmation and Amendment Agreement”);

c) the share pledge agreement dated 16 November 2010 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee;

d) the share pledge agreement dated 2 March 2011 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee; and

e) the share pledge agreement dated 8 September 2011 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as collateral agent and as pledgee.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“February 2011 Secured Notes Documents” shall mean the February 2011 Secured Notes Indenture, the February 2011 Secured Notes Guarantees, the February 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the February 2011 Secured Notes and/or the February 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“February 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the February 2011 Secured Notes and the February 2011 Secured Notes Indenture by the February 2011 Secured Notes Guarantors.

“February 2011 Secured Notes Guarantors” means the Current February 2011 Secured Notes Guarantors and any entity which may accede to the February 2011 Secured Notes Indenture as additional guarantor.

“February 2011 Secured Notes Holders” shall mean the holders from time to time of the February 2011 Secured Notes.

“February 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the February 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the February 2011 Secured Notes Indenture.

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“Future Shares” means all additional shares in the capital of the Companies (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of any of the Companies (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 750,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

- 8 -

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the 2009 Senior Secured Notes Indenture and any successor appointed as indenture trustee under the 2009 Senior Secured Notes Indenture.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” shall mean the Credit Agreement, the Amendment No. 1 and Joinder Agreement, the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

- 9 -

“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

“Local Facility Provider” means HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft and Hong Kong and Shanghai Banking Corporation Ltd., Thailand, Bank of America, N.A., Canada Branch, FIA Card Services, N.A., Citibank N.A., Citibank (China) Co., Ltd., Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Bank of America, N.A., provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgee under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), including with respect to all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“October 2010 Secured Notes Documents” shall mean the October 2010 Secured Notes Indenture, the October 2010 Secured Notes Guarantees, the October 2010 Secured Notes, the Intercreditor Arrangements, any supplemental indenture relating to the October 2010 Secured Notes Indenture, any security document relating to the October 2010 Secured Notes and/or the October 2010 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

- 10 -

“October 2010 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the October 2010 Secured Notes and the October 2010 Secured Notes Indenture by the October 2010 Secured Notes Guarantors.

“October 2010 Secured Notes Guarantors” means the Current October 2010 Secured Notes Guarantors and any entity which may accede to the October 2010 Secured Notes Indenture as additional guarantor.

“October 2010 Secured Notes Holders” shall mean the holders from time to time of the October 2010 Secured Notes.

“October 2010 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the October 2010 Secured Notes Indenture and any successor appointed as indenture trustee under the October 2010 Secured Notes Indenture.

“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

“Pledge” and “Pledges” have the meanings given to such terms in Clause 3.1.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture, the New Secured Notes Indenture and the First Lien Intercreditor Agreement.

“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s), and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the 2009 Senior Secured Notes Holders, the October 2010 Secured Notes Holders, the February 2011 Secured Notes Holders, the August 2011Secured Notes Holders and the New Secured Notes Holders, the Indenture Trustee, the October 2010 Secured Notes Indenture Trustee, the February 2011 Secured Notes Indenture Trustee, the August 2011 Secured Notes Indenture Trustee and the New Secured Notes Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

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“2009 Senior Secured Notes Documents” shall mean the 2009 Senior Secured Notes Indenture, the 2009 Senior Secured Notes Guarantees, the 2009 Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the 2009 Senior Secured Notes and/or the 2009 Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“2009 Senior Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the 2009 Senior Secured Notes and the 2009 Senior Secured Notes Indenture by the 2009 Senior Secured Notes Guarantors.

“2009 Senior Secured Notes Guarantors” means the Current 2009 Senior Secured Notes Guarantors and any entity which may accede to the 2009 Senior Secured Notes Indenture as additional guarantor.

“2009 Senior Secured Notes Holders” shall mean the holders from time to time of the 2009 Senior Secured Notes.

“Shares” means the Existing Shares and the Future Shares.

1.2 Construction

In this Agreement any reference to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule hereof.

1.3 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. PLEDGED SHARES

2.1 The Company 1 has a nominal share capital (Stammkapital) of EUR 1,000,000 (in words: Euro one million) which consists of one share carrying the serial number (laufende Nummer) 1 (the “Existing Shares 1”).

The Company 2 has a nominal share capital (Stammkapital) of EUR 25,000 (in words: Euro twenty five thousand) which consists of one share (the “Existing Shares 2”).

The Company 3 has a nominal share capital (Stammkapital) of EUR 30,700,000 (in words: Euro thirty million seven hundred thousand) which is divided into three shares. The Pledgor is the owner of two shares in Company 3, one share with a nominal amount (Nennbetrag) of EUR 30,392,500 (in words: Euro thirty million three hundred ninety-two thousand five hundred) and one share with a nominal amount (Nennbetrag) of EUR 500 (in words: Euro five hundred) (the “Existing Shares 3” and together with the Existing Shares 1 and the Existing Shares 2, the “Existing Shares”).

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2.2 The Pledgor is the owner of the Existing Shares and is registered as such in the relevant shareholders list (Gesellschafterliste) of the Companies as filed (aufgenommen) with the commercial register (Handelsregister), a copy of which is attached as Schedule 2 (Copy of Shareholders Lists).

3. PLEDGE

3.1 The Pledgor hereby pledges to the Pledgee the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (the “Pledge” and/or the “Pledges”).

3.2 The Pledgee hereby accepts the Pledge.

3.3 The Pledge is in addition, and without prejudice, to any other security the Secured Parties may now or hereafter hold in respect of the Obligations.

4. SCOPE OF THE PLEDGE

4.1 The Pledge constituted by this Agreement includes:

(a) the present and future rights to receive:

(i) dividends attributable to the Shares, if any; and

(ii) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Companies, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares;

(b) the right to subscribe for newly issued shares; and

(c) all other rights and benefits attributable to the Shares capable of being pledged (verpfändbar) (including without limitation all present and future pecuniary claims of the Pledgor against any of the Companies arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and any of the Companies).

4.2 Notwithstanding that the items set out in Clause 4.1 above are pledged hereunder, the Pledgor shall be entitled to receive and retain the items set out in Clause 4.1 in respect of, and otherwise deal (in accordance with the agreements between the parties) with all items described in Clause 4.1 hereof in respect of the Shares at all times other than any time the Pledgee is entitled to enforce the Pledge constituted hereunder.

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4.3 On the date and during the period in which the Pledgee is entitled, in accordance with Clause 7 (Enforcement of the Pledges) hereof, to enforce the Pledge (or any part thereof):

(a) all dividends paid or payable and any other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b) all dividends or other distributions or payments paid or payable in respect of the Shares in connection with the partial or total liquidation or dissolution of any of the Companies or in connection with the reduction of the amount of the registered share capital of any of the Companies; and

(c) all cash paid, payable or otherwise distributed in respect of the principal of, or in redemption of, or in exchange for the Shares,

shall be forthwith delivered to the Pledgee and held as security for and on behalf of the Secured Parties. If such proceeds or property are received by the Pledgor, they shall be received as trustee for the benefit of the Pledgee and shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Pledgee as security in the form so received (with any necessary endorsement).

5. PURPOSE OF THE PLEDGE

The Pledge hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledge shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

6. EXERCISE OF MEMBERSHIP RIGHTS

The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor may exercise its membership rights in any manner which does not adversely affect the validity and enforceability of the Pledge, the existence of all or part of the Shares or cause an Event of Default to occur. The Pledgor undertakes, unless otherwise agreed between the parties, that no resolutions will be passed which would, if passed, constitute a breach of its obligations under Clause 10 or any other obligation under this Agreement.

7. ENFORCEMENT OF THE PLEDGE

7.1 If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of the Pledge are met (Pfandreife), in particular, if any of the Obligations have become due and payable, then in order to enforce the Pledge, the Pledgee (acting on the instructions of the Secured Parties) may at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

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7.2 Notwithstanding Section 1277 of the German Civil Code, the Pledgee is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgee shall be entitled to have the Pledge enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledge sold (including at public auction).

7.3 The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgee shall not be obliged to deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by the Pledgee.

7.4 If the Pledgee (acting on the instructions of the Secured Parties) should seek to enforce the Pledge under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares or any part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee.

7.5 Whilst the requirements for enforcement under sub-Clause 7.1 are continuing, all subsequent dividend payments attributable to the Shares and all payments based on similar ancillary rights attributed to the Shares may be applied by the Pledgee in satisfaction in whole or in part of the Obligations or treated as additional collateral.

7.6 Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, the Pledgee shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares. However, the Pledgor shall, during the continuation of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee shall have the rights set forth in sub-Clause 10.6 below regardless of which resolutions are intended to be adopted.

7.7 The Pledgee may, in its sole discretion, determine which of several security interests, if applicable, shall be used to satisfy the Obligations. The Pledgor hereby expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledge and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary to satisfy the Obligations and agrees further that the Pledgee may decide to enforce the Pledge over the shares in the Companies individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at one single proceeding (Gesamtverwertung).

7.8 The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

7.9 The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

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7.10 If the Pledge is enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgee shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledge and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from any of the Companies or any of the Companies’ affiliates or to assign any of these claims.

8. LIMITATIONS ON ENFORCEMENT

8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations without limitation in respect of:

(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself, any of the Companies or by any of their subsidiaries; and

(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor, any of the Companies or any of their subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time

(in aggregate, the “Unlimited Enforcement Amount”).

8.2 Besides an application of proceeds from an enforcement of the Pledge towards satisfaction of the Obligations in respect of the Unlimited Enforcement Amount pursuant to Clause 8.1 above, the Pledgee shall not be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations but shall return to the Pledgor proceeds of an enforcement of the Pledge if and to the extent that:

(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and

(b) the application of proceeds of an enforcement of the Pledge towards the Obligations would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.

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8.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that:

(a) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for the Pledgor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(b) obligations under loans provided to the Pledgor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Pledgor; and

(c) obligations under loans or other contractual liabilities incurred by the Pledgor in violation of the provisions of the Credit Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It being understood that the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte) if the managing directors of the Pledgor, at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the Pledgor can carry on as a going concern (positive Fortführungsprognose), in particular when the Pledge is enforced.

8.4 The limitations set out in Clause 8.2 above shall only apply if and to the extent that:

(a) without undue delay, but not later than within 5 business days, after receipt of a notification by the Collateral Agent of its intention to enforce the Pledge (the “Notice”), the Pledgor has confirmed in writing to the Collateral Agent (x) to what extent such Pledge is up-stream or cross-stream security as described in Clause 8.2 above and (y) which amount of proceeds of an enforcement of the Pledge attributable to the enforcement of such up-stream or cross-stream security cannot be applied towards satisfaction of the Obligations but would have to be returned to the Pledgor as it would otherwise cause the Net Assets

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of the Pledgor to fall below its stated share capital (taking into account the adjustments set out in Clause 8.3 above) and such confirmation is supported by evidence reasonably satisfactory to the Collateral Agent (the “Management Determination”) and the Collateral Agent has not contested this and argued that no or a lesser amount would be necessary to maintain the Pledgor’s stated share capital; or

(b) within 20 business days from the date the Collateral Agent has contested the Management Determination, the Collateral Agent receives from the Pledgor an up to date balance sheet prepared by a firm of auditors of international standard and reputation (the “Determining Auditors”) which shows the value of the Pledgor’s Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in Clause 8.3 above, provided that the final sentence of Clause 8.3 above shall not apply unless the Determining Auditors have in an independent assessment determined that the assets of the Pledgor should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to Clause 8.3 above. If the Pledgor fails to deliver a Balance Sheet within the aforementioned time period, the Pledgee shall be entitled to apply the proceeds of an enforcement of the Pledge towards satisfaction of the Obligations irrespective of the limitations set out in Clause 8.2 above.

8.5 If the Pledgee disagrees with the Balance Sheet it shall be entitled to apply proceeds of an enforcement of the Pledge in satisfaction of the Obligations up to an amount which, according to the Balance Sheet, can be applied in satisfaction of the Obligations in compliance with the limitations set out in Clause 8.2 above. In relation to any additional amounts for which the Pledgor is liable under this Agreement, the Pledgee shall be entitled to further pursue its claims (if any) and the Pledgor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the Pledgee has given notice that it intends to enforce the security created under this Agreement).

8.6 No reduction of the amount enforceable or applicable towards satisfaction of the Obligations under this Clause 8 will prejudice the right of the Pledgee to continue enforcing the Pledge (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims secured.

9. APPROVAL AND CONFIRMATION

The Pledgor as the sole shareholder of Company 1 and Company 2 hereby approves the Pledge over the Shares and over any and all ancillary rights and claims associated with the Shares (as more particularly specified in Clause 4). Pursuant to the articles of association of each of the Companies the Pledge is not subject to any approval of the relevant Company.

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10. UNDERTAKINGS OF THE PLEDGOR

Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares;

10.2 to inform the Pledgee promptly of any change made in the registered share capital of any of the Companies, or any changes made to the articles of association of any of the Companies which would materially adversely affect the security interest of the Pledgee and in each such case to promptly deliver to the Pledgee a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister);

10.3 to promptly notify the Pledgee, by notification in writing of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister).

10.4 to promptly notify the Pledgee, by notification in writing, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;

10.5 in the event of any increase in the capital of any of the Companies, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;

10.6 to promptly inform the Pledgee, by notification in writing, of all matters concerning of any of the Companies of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgee. In particular, the Pledgor shall notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence and during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Clause 7, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of any of the Companies as attendants without power to vote. Subject to the provision contained in sub-Clause 14.1, the Pledgee’s right to attend a shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;

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10.7 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreements, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted by the Pledgee (acting reasonably);

10.8 not to amend the articles of association of any of the Companies to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld);

10.9 insofar as additional declarations or actions are necessary for the creation of the Pledge in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at its own costs and expenses; and

10.10 for the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 10.1 through 10.8 of this Agreement are deemed to be satisfied if and to the extent such notification or consent has been delivered under the Existing Share Pledge Agreements provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and each Existing Share Pledge Agreement.

11. DELEGATION

The Pledgee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Pledgee shall only remain liable for diligently selecting and providing initial instructions to such delegate.

12. INDEMNITY

The Pledgor shall reimburse the Pledgee (which, for purposes of this Clause 12, shall include its officers, directors, employees, agents and counsel) upon request for all properly incurred, reasonable and documented out-of-pocket expenses incurred or made by it in connection with the Credit Documents. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Pledgee’s agents, counsel, accountants and experts. The Pledgor shall indemnify the Pledgee against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Pledgee’s performance of its duties under this Agreement and under German law, including the costs and expenses of enforcing this Agreement and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Obligations or the removal or resignation of the Pledgee. The Pledgee shall notify Reynolds Group Holdings Limited of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify Reynolds Group Holdings Limited shall not relieve the Pledgor of its indemnity obligations hereunder. The Pledgor may defend itself against such claim and the Pledgee shall

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provide reasonable cooperation in such defense. The Pledgee may have separate counsel and the Pledgor shall pay the properly incurred, reasonable and documented fees and expenses of such counsel. The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Pledgee through the Pledgee’s own wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). No provision of this Agreement shall require the Pledgee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

13. NO LIABILITY

Except as otherwise agreed between the parties to this Agreement, none of the Pledgee, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Pledgee, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

14. DURATION AND INDEPENDENCE

14.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if any Grantor under the Credit Documents has only temporarily discharged the Obligations.

14.2 This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

14.3 This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

14.4 Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

15. RELEASE OF PLEDGE (PFANDFREIGABE)

15.1 Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) will as soon as reasonably practicable declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledge, due to its accessory nature (Akzessorietät) ceases to exist by operation of German mandatory law.

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15.2 At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgee shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) may in its reasonable discretion determine so as to reduce the realisable value of the Security to the Limit.

15.3 The parties acknowledge that the Pledgee (as instructed in accordance with the First Lien Intercreditor Agreement) will declare in writing the release of the Pledge (Pfandfreigabe) to the Pledgor as soon as reasonably practicable in accordance with, and to the extent required by, the Intercreditor Arrangements.

16. PARTIAL INVALIDITY; WAIVER

16.1 If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

16.2 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

16.3 In particular, the Pledge shall not be affected and shall in any event extend to any and all shares in each of the Companies even if the number or nominal value of the Existing Shares or the aggregate share capital of any of the Companies as stated in Clause 2 are inaccurate or deviate from the actual facts.

17. AMENDMENTS

Changes and amendments to this Agreement including this Clause 17 shall be made in writing except where notarisation is required.

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18. NOTICES AND THEIR LANGUAGE

18.1 All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

For the Pledgor:	SIG Combibloc Holding GmbH
	Address:	Rurstraße 58, 52441 Linnich, Germany
	Telephone:	+49 2462 790
	Fax:	+49 2462 792519
	Attention:	Managing directors (Geschäftsführung)
for the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone:	+649 3666 259
	Fax:	+649 3666 263
	Attention:	Helen Golding

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For the Pledgee:	The Bank of New York Mellon
	Address:	101 Barclay Street, 4E
		New York, N.Y. 10286
		The United States of America
	Telephone:	+212 298 1528
	Fax:	+212 815 5366
	Attention:	International Corporate Trust

18.2 Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing by the parties, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

18.3 All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 18 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 18.

18.4 Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. NOTIFICATION

19.1 The Pledgor and the Pledgee hereby give notice of this Agreement and the Pledge of the rights pursuant to Clause 3 and Clause 4 to the Company.

19.2 The Company hereby acknowledges the notification pursuant to Clause 19.1 above.

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20. APPLICABLE LAW, JURISDICTION

20.1 This Agreement is governed by the laws of the Federal Republic of Germany.

20.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgee however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

The Notary advised the persons appearing:

• that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the owners of the secured claims and the pledgees must be identical);

• that notwithstanding Section 16 para 3 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) there is no bona fide creation, acquisition nor ranking of a pledge of shares (in the sense that the pledgees are not protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and

• that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT 2009 SENIOR SECURED NOTES

GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS,

CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT

AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

- 26 -

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

- 27 -

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

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SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

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CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

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Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

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SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

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Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

- 34 -

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

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Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

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Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

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SCHEDULE 2

COPY OF SHAREHOLDERS LISTS

(GESELLSCHAFTERLISTEN)

- 38 -

SCHEDULE 3

COPY OF SHAREHOLDERS’ RESOLUTION IN RESPECT OF PLEDGOR

- 39 -

EX-4.558

EXHIBIT 4.558

Execution Version

SIG COMBIBLOC GROUP AG, SIG EURO HOLDING AG & CO. KGAA, SIG COMBIBLOC SYSTEMS GMBH, SIG COMBIBLOC HOLDING GMBH, SIG COMBIBLOC GMBH, SIG BEVERAGES GERMANY GMBH, SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH, SIG INTERNATIONAL SERVICES GMBH, SIG INFORMATION TECHNOLOGY GMBH, SIG BETEILIGUNGS GMBH, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

and

SIG TECHNOLOGY AG

as Security Grantors

and

THE BANK OF NEW YORK MELLON

as Collateral Agent

CONFIRMATION AND AMENDMENT AGREEMENT

(Bestätigungs- und Änderungsvertrag)

relating to certain security agreements entered in connection with a third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 and a senior secured notes indenture in respect of senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 dated 5 November 2009, a senior secured notes indenture in respect of secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 dated 15 October 2010, a secured notes indenture in respect of secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 dated 1 February 2011, a secured notes indenture in respect of secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 dated 9 August 2011 and a new secured notes indenture in respect of secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 dated 28 September 2012

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email

communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

- 2 -

Contents

Clause		Page
1.	Definitions and Language	5
2.	Construction	8
3.	Confirmation and Amendments	9
4.	Continuity and further Assurance	18
5.	Partial Invalidity	19
6.	Amendments	19
7.	Applicable law; Jurisdiction	19
8.	Conclusion of the Agreement (Vertragsschluss)	20
Schedule 1		21
Part 1	List of Current Borrowers	21
Part 2	List of Current Guarantors, Current Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors	21
Part 3	List of Current New Secured Notes Guarantors	27

This CONFIRMATION AND AMENDMENT AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) SIG COMBIBLOC GROUP AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.149-2;

(2) SIG EURO HOLDING AG & CO. KGAA, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754;

(3) SIG COMBIBLOC SYSTEMS GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935;

(4) SIG COMBIBLOC HOLDING GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5751;

(5) SIG COMBIBLOC GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182;

(6) SIG BEVERAGES GERMANY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6374;

(7) SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814;

(8) SIG INTERNATIONAL SERVICES GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3925;

(9) SIG INFORMATION TECHNOLOGY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 4050;

(10) SIG BETEILIGUNGS GMBH (FORMERLY SIG VIETNAM BETEILIGUNGS GMBH), registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 6373;

(11) CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388;

(12) CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054;

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(13) SIG TECHNOLOGY AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-160.3.002.649-1; and

(14) THE BANK OF NEW YORK MELLON, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America in its capacity as collateral agent for the Secured Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent”).

(the companies named in (1) to (13) are hereinafter referred to as the “Security Grantors” and each of them a “Security Grantor”)

WHEREAS:

(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000, between, inter alios, the parties listed in Part 1 of Schedule 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 2 of Schedule 1 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, together the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have agreed to grant certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.

(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Senior Secured Notes”) to certain noteholders.

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(C) Pursuant to a senior secured notes indenture dated 15 October 2010 between, inter alios, RGHL US Escrow I LLC, RGHL US Escrow I Inc., and RGHL Escrow Issuer (Luxembourg) I S.A. as escrow issuers (the “Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “October 2010 Secured Notes Indenture”), the Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 in escrow (the “October 2010 Secured Notes”). In connection with the release from escrow of the proceeds of the October 2010 Secured Notes, which occurred on 16 November 2010, the Escrow Issuers were merged with and into the Issuers, with each of the Issuers surviving the applicable mergers or other transfers and assuming by operation of law the obligations of the applicable Escrow Issuers with respect to the October 2010 Secured Notes Indenture and the October 2010 Secured Notes. Certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto have acceded to the October 2010 Secured Notes Indenture as current 2010 October secured notes guarantors (the “Current October 2010 Secured Notes Guarantors”).

(D) Pursuant to a senior secured notes indenture dated 1 February 2011 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “February 2011 Secured Notes Indenture”), the Issuers have issued secured notes due 2021 in the aggregate principal amount of USD 1,000,000,000 (the “February 2011 Secured Notes”) which are guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current February 2011 secured notes guarantors (the “Current February 2011 Secured Notes Guarantors”).

(E) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the August 2011 Escrow Issuers have issued senior secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August Secured Notes”). In connection with the release from escrow of the proceeds of the August Secured Notes, which occurred on

- 3 -

8 September 2011, RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc., and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.

(F) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 3 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).

(G) As a result of the Third Amended and Restated Credit Agreement and the amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors and Credit Suisse AG as administrative agent (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant, inter alia, incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.

(H) It has been agreed in the Security Agreements (as defined below) that any reference in such Security Agreement (as defined below) to the “Credit Agreement” is a reference to the Credit Agreement as amended, varied, novated, restated, supplemented, superseded or extended from time to time, including pursuant to the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement, and that any reference to the Senior Secured Notes Documents is a reference to the Senior Secured Notes Documents as amended, varied, novated, restated, supplemented, superseded or extended from time to time, including

- 4 -

the October 2010 Secured Notes Documents, the February 2011 Secured Notes Documents (as defined below), the August 2011 Secured Notes Documents (as defined below) and the New Secured Notes Documents (as defined below). Each Security Grantor has agreed to enter into this Agreement and to confirm as a matter of utmost precaution (höchst vorsorglich) the security created pursuant to the Security Agreements (as defined below) in order to ensure that the Security Agreements continue to secure the Obligations (as defined in the Security Agreements) and extend to all Obligations (as defined in the Amended Security Agreements) (as defined below) of the Grantors (as defined in the Amended Security Agreements) under or in connection with the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement and the New Secured Notes Documents.

(I) Pursuant to the Credit Agreement, the Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture and the August 2011 Secured Notes Indenture the Security Grantors have entered into the Security Agreements (as defined below).

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND LANGUAGE

1.1 Definitions

In this Agreement:

“Amended Security Agreements” means the Security Agreements as amended by this Agreement.

“Global Assignment Agreements” means the following global assignment agreements:

(a) global assignment agreement dated 5 November 2009 and entered into between SIG Euro Holding AG & Co. KGaA as assignor and The Bank of New York Mellon as collateral agent;

(b) global assignment agreement dated 5 November 2009 and entered into between SIG Combibloc Holding GmbH as assignor and The Bank of New York Mellon as collateral agent;

(c) the global assignment agreement dated 5 November 2009 and entered into between SIG Combibloc Systems GmbH as assignor and The Bank of New York Mellon as collateral agent;

- 5 -

(d) the global assignment agreement dated 5 November 2009 and entered into between SIG Beverages Germany GmbH as assignor and The Bank of New York Mellon as collateral agent;

(e) the global assignment agreement dated 5 November 2009 and entered into between SIG Combibloc GmbH as assignor and The Bank of New York Mellon as collateral agent;

(f) the global assignment agreement dated 5 November 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as assignor and The Bank of New York Mellon as collateral agent;

(g) the global assignment agreement dated 5 November 2009 and entered into between SIG Vietnam Beteiligungs GmbH (now SIG Beteiligungs GmbH) as assignor and The Bank of New York Mellon as collateral agent;

(h) the global assignment agreement dated 5 November 2009 and entered into between SIG International Services GmbH as assignor and The Bank of New York Mellon as collateral agent;

(i) the global assignment agreement dated 5 November 2009 and entered into between SIG Information Technology GmbH as assignor and The Bank of New York Mellon as collateral agent;

(j) the global assignment agreement dated 5 November 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as assignor and The Bank of New York Mellon as collateral agent;

(k) the global assignment agreement dated 5 November 2009 and entered into between Closure Systems International Deutschland GmbH as assignor and the collateral agent; and

(l) the global assignment agreement dated 5 November 2009 and entered into between Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as assignor and The Bank of New York Mellon as collateral agent;

(each as confirmed and amended pursuant to amendment and confirmation agreements dated 4 May 2010, 16 November 2010, 2 March 2011 and 8 September 2011) and “Global Assignment Agreement” means any of them.

“IP Assignment Agreements” means the following IP assignment agreements:

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(a) the IP assignment agreement dated 5 November 2009 and entered into between SIG Combibloc Systems GmbH as assignor and The Bank of New York Mellon as collateral agent;

(b) the IP assignment agreement dated 5 November 2009 and entered into between SIG Combibloc GmbH as assignor and The Bank of New York Mellon as collateral agent;

(c) the IP assignment agreement dated 2 December 2009 and entered into between SIG Technology AG as assignor and The Bank of New York Mellon as collateral agent (the “Swiss IP Assignment Agreement 1”); and

(d) the IP assignment agreement dated 2 December 2009 and entered into between SIG Finanz AG (now assumed by SIG Combibloc Group AG due to the merger with SIG Finanz AG effective June 15, 2010) as assignor and The Bank of New York Mellon as collateral agent (the “Swiss IP Assignment Agreement 2”, together with the Swiss IP Assignment Agreement 1, the “Swiss IP Assignment Agreements” and “Swiss IP Assignment Agreement” means any of them);

((a), (b) and (c) each as confirmed and amended pursuant to amendment and confirmation agreements dated 4 May 2010, 16 November 2010, 2 March 2011 and 8 September 2011; and (d) as confirmed and amended pursuant to amendment and confirmation agreements dated 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011) and “IP Assignment Agreement” means any of them.

“Security Agreements” means the Global Assignment Agreements, the Security Transfer Agreements, the IP Assignment Agreements and the Security Purpose Agreement and each a “Security Agreement”.

“Security Transfer Agreements” means the following security transfer agreements:

(a) security transfer agreement dated 5 November 2009 and entered into between SIG Combibloc Systems GmbH as transferor and The Bank of New York Mellon as collateral agent;

(b) the security transfer agreement dated 5 November 2009 and entered into between SIG Combibloc GmbH as transferor and The Bank of New York Mellon as collateral agent;

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(c) the security transfer agreement dated 5 November 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as transferor and The Bank of New York Mellon as collateral agent; and

(d) the security transfer agreement dated 5 November 2009 and entered into between Closure Systems International Deutschland GmbH as transferor and The Bank of New York Mellon as collateral Agent;

(each as confirmed and amended pursuant to amendment and confirmation agreements dated 4 May 2010, 16 November 2010, 2 March 2011 and 8 September 2011) and “Security Transfer Agreement” means any of them.

“Security Purpose Agreement” means the security purpose agreement dated 5 November 2009 (as confirmed and amended pursuant to amendment and confirmation agreements dated 4 May 2010, 16 November 2010, 2 March 2011 and 8 September 2011) and entered into between SIG Combibloc GmbH and Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as chargors and the The Bank of New York Mellon as collateral agent relating to certain land charges.

2. CONSTRUCTION

2.1.1 Any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule in this Agreement.

2.1.2 To the extent the word “note” or “Note” is used herein and/or in any other documents in relation to this Agreement, it shall be construed as if it were a reference to the word “notes” or “Notes” as defined and used in this Agreement.

2.2 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2.3 This Agreement amends the Security Agreements on the terms set forth herein, and, for the purposes of interpretation, is hereby incorporated into the Security Agreement as of the date hereof and shall form a part thereof.

2.4 In this Agreement capitalised terms not otherwise defined herein shall have the meaning attributed thereto (including in the recitals) in the applicable Security Agreement.

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3. CONFIRMATION AND AMENDMENTS

3.1 The Collateral Agent and each Security Grantor hereby agree that

(a) the current wording of recital (A) of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be deleted and replaced by the following wording:

“(A) Pursuant to the third amended and restated senior secured multi-currency term and revolving credit agreement dated 28 September 2012 of currently up to USD 2,355,000,000 and EUR 380,000,000, between, inter alios, the parties listed in Part 1 of Schedule 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 2 of Schedule 1 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG as administrative agent and others (as amended, varied, novated, restated, supplemented, superseded or extended from time to time, together the “Third Amended and Restated Credit Agreement”), which amends and restates the multi-currency term and revolving credit agreement dated 5 November 2009 between, inter alios, the Current Borrowers and the Current Guarantors, Credit Suisse AG as administrative agent and others (as amended and restated pursuant to the Third Amended and Restated Credit Agreement and as further amended, varied, novated, restated, supplemented, superseded or extended from time to time, hereinafter the “Credit Agreement”), certain lenders (together the “Original Lenders”) have agreed to grant certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.”

(b) the current wording of recital (B) of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be deleted and replaced by the following wording:

“(B) Pursuant to a senior secured notes indenture dated 5 November 2009 between, inter alios, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as ultimate issuers (the “Issuers”), certain affiliates of the Issuers listed in Schedule 1 Part 2 hereto as current 2009 senior secured notes guarantors (the “Current Senior Secured Notes Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Senior Secured Notes Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Senior Secured Notes”) to certain noteholders.”

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(c) The current wording of recital (F) of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be deleted and replaced by the following wording:

“(F) Pursuant to a senior secured notes indenture dated 9 August 2011 between, inter alios, the RGHL US Escrow II LLC and RGHL US Escrow II Inc. as escrow issuers (the “August 2011 Escrow Issuers”), The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “August 2011 Secured Notes Indenture”), the August 2011 Escrow Issuers have issued secured notes due 2019 in the aggregate principal amount of USD 1,500,000,000 (the “August 2011 Secured Notes”). In connection with the release from escrow of the proceeds of the August 2011 Secured Notes, which occurred on 8 September 2011, RGHL US Escrow II Inc. and RGHL US Escrow II LLC were merged with and into Reynolds Group Issuer Inc., and Reynolds Group Issuer LLC (together with Reynolds Group Issuer (Luxembourg) S.A., the “August 2011 Ultimate Issuers”), respectively, and the obligations of the August 2011 Escrow Issuers were assumed by the August 2011 Ultimate Issuers pursuant to one or more supplemental indentures between, among others, the August 2011 Escrow Issuers, the August 2011 Ultimate Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent. The August 2011 Ultimate Issuers and certain affiliates of the August 2011 Ultimate Issuers listed in Schedule 1 Part 2 hereto which have acceded to the August 2011 Secured Notes Indenture as current August 2011 secured notes guarantors (the “Current August 2011 Secured Notes Guarantors”) guarantee the August 2011 Secured Notes.”

(d) The current wording of recital (G) of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be deleted and replaced by the following wording:

“(G) Pursuant to a senior secured notes indenture dated 28 September 2012 between, inter alios, the Issuers, The Bank of New York Mellon as indenture trustee, The Bank of New York Mellon, London Branch as principal paying agent, The Bank of New York Mellon as collateral agent and Wilmington Trust (London) Limited as additional collateral agent (as amended, varied,

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novated, supplemented, superseded or extended from time to time, the “New Secured Notes Indenture”), the Issuers have issued secured notes due 2020 in the aggregate principal amount of USD 3,250,000,000 (the “New Secured Notes”) which are or will be guaranteed by certain affiliates of the Issuers listed in Schedule 1 Part 4 hereto as current new secured notes guarantors (the “Current New Secured Notes Guarantors”).”

(e) The following wording shall be inserted as recital (H) of each Security Agreement entered into between the Collateral Agent and that Security Grantor:

“(H) As a result of the Third Amended and Restated Credit Agreement and the amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 between, inter alios, the Current Borrowers, the Current Guarantors, Credit Suisse AG, Cayman Islands Branch as administrative agent and others (the “Amendment No. 7 and Incremental Term Loan Assumption Agreement”) certain lenders have agreed to grant, inter alia, incremental term loans in an aggregate amount of up to USD 2,235,000,000 and EUR 300,000,000.”

(f) The following wording shall be inserted as recital (I) of each Security Agreement entered into between the Collateral Agent and that Security Grantor:

“(I) The security created by or pursuant to this Agreement is to be held and administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alios, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).”

(g) Clause 1.1 of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be amended by:

(i) inserting the following new definitions at the appropriate place within the alphabetical order with the following wording:

“Amendment No. 7 and Incremental Term Loan Assumption Agreement” means the amendment and incremental term loan assumption agreement dated 28 September 2012 relating to the Credit Agreement between, inter alios, the borrowers and the guarantors under the Credit Agreement as of such date, the Administrative Agent and others.

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“August 2011 Secured Notes Documents” shall mean the August 2011 Secured Notes Indenture, the August 2011 Secured Notes Guarantees, the August 2011 Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the August 2011 Secured Notes and/or the August 2011 Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“August 2011 Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the August 2011 Secured Notes and the August 2011 Secured Notes Indenture by the August 2011 Secured Notes Guarantors.

“August 2011 Secured Notes Guarantors” means the Current August 2011 Secured Notes Guarantors and any entity which may accede to the August 2011 Secured Notes Indenture as additional guarantor.

“August 2011 Secured Notes Holders” shall mean the holders from time to time of the August 2011 Secured Notes.

“August 2011 Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the August 2011 Secured Notes Indenture and any successor appointed as indenture trustee under the August 2011 Secured Notes Indenture.

“New Secured Notes Documents” shall mean the New Secured Notes Indenture, the New Secured Notes Guarantees, the New Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the New Secured Notes and/or the New Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

“New Secured Notes Guarantees” shall mean the guarantees of the obligations of the Issuers under the New Secured Notes and the New Secured Notes Indenture by the New Secured Notes Guarantors.

“New Secured Notes Guarantors” means the Current New Secured Notes Guarantors and any entity which may accede to the New Secured Notes Indenture as additional guarantor.

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“New Secured Notes Holders” shall mean the holders from time to time of the New Secured Notes.

“New Secured Notes Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the New Secured Notes Indenture and any successor appointed as indenture trustee under the New Secured Notes Indenture.

(ii) the definition of “Grantors” shall be replaced by the following wording:

“Grantors” means the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers, the August 2011 Ultimate Issuers, the 2009 Senior Secured Notes Guarantors, the October 2010 Secured Notes Guarantors, the February 2011 Secured Notes Guarantors, the August 2011 Notes Guarantors and the New Secured Notes Guarantors under the Credit Documents and “Grantor” means any of them.

(iii) adding the words the “August 2011 Secured Notes Documents” after the words the “February 2011 Secured Notes Documents” and the words the “Senior Secured Notes Documents,” in the definition of “Credit Documents”;

(iv) adding the words “and/or Section 6.01 of the August 2011 Secured Notes Indenture”, before the words “and/or Section 6.01 of the Senior Secured Notes Indenture” and before the words “and/or Section 6.01 of the New Secured Notes Indenture”, in the definition of “Default”;

(v) adding the words “and/or the August 2011 Secured Notes Indenture”, after the words “and/or the Senior Secured Notes Indenture” and the words “and/or the February 2011 Secured Notes Indenture”, in the definition of “Event of Default”;

(vi) replacing the number “2,000,000,000” with the number “750,000,000” in the definition of “Incremental Assumption Agreement”.

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(vii) adding the words “the August 2011 Secured Notes Indenture”, after the words “the Senior Secured Notes Indenture” and “the February 2011 Secured Notes Indenture” in the definition of “Principal Finance Documents”.

(viii) adding the words “the August 2011 Secured Notes Holders,” after the words “the Senior Secured Notes Holders” and “the February 2011 Secured Notes Holders” and the words “the August 2011 Secured Notes Indenture Trustee,” after the words “the Indenture Trustee” and “the February 2011 Secured Notes Indenture Trustee” in the definition of “Secured Parties”.

(ix) adding the words “the Amendment No. 7 and Incremental Term Loan Assumption Agreement” and the words “the Third Amended and Restated Credit Agreement”, after the words “Amendment No. 6 and Incremental Term Loan Assumption Agreement” in the definition of “Loan Documents”.

(h) Clause 11.2 titled ‘Limitation on Enforcement’, sub-clause (b) of each Global Assignment entered into between the Collateral Agent and that Security Grantor shall be replaced by the following wording:

the enforcement would have the effect of (x) reducing the Assignor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Administrative Agent.

(i) Clause 10.2 titled ‘Limitation on Enforcement’, sub-clause (b) of each Security Transfer Agreement and Clause 11.2 titled ‘Limitation on Enforcement’, sub-clause (b) of each IP Assignment Agreement entered into between the Collateral Agent and that Security Grantor shall be replaced by the following wording:

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the enforcement would have the effect of (x) reducing the Transferor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Administrative Agent.

(j) Clause 4.2 titled ‘Limitation on Application of Enforcement Proceeds’, sub-clause (b) of the Security Purpose Agreement entered into between the Collateral Agent and that Security Grantor shall be replaced by the following wording:

the application of proceeds of an enforcement of the relevant Land Charges towards the Obligations would have the effect of (x) reducing the relevant Chargor’s (or, in case of Chargor 1 its general partner’s (Komplementär)) net assets (Reinvermögen) (the “Net Assets”) to an amount of less than the relevant Chargor’s (or, in case of Chargor 1, its general partner’s (Komplementär)) stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than the relevant Chargor’s (or, in case of Chargor 1, its general partner’s (Komplementär)) stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Administrative Agent.

(k) Clause 1.1 of the Global Assignment Agreement dated 5 November 2009 and entered into between the Collateral Agent and SIG Combibloc GmbH as Assignor (as defined therein) shall be amended by deleting the definition of “Collection Arrangement Receivables”. The Collateral Agent hereby agrees to release and re-assign any Collection Arrangement Receivables (as defined in

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the Global Assignment Agreement) assigned to it under the Global Assignment Agreement to SIG Combibloc GmbH. SIG Combibloc GmbH hereby accepts such release and reassignment. Further, the Collateral Agent and SIG Combibloc GmbH agree that from the date of this Agreement the Collection Arrangement Receivables (as defined in the Global Assignment Agreement) shall no longer be a part of the Receivables (as defined in the Global Assignment Agreement).

(l) Clause 9 of the Global Assignment Agreement dated 5 November 2009 and entered into between the Collateral Agent and SIG Combibloc GmbH shall be replaced by the following wording:

9.1 At all times while no Enforcement Event is continuing, the Assignor is authorised by the Collateral Agent to collect the Receivables (ermächtigt zur Einziehung) in its own name and for its own account and to dispose of, and exercise any rights and claims in relation to, the Receivables in accordance with the terms of the Principal Finance Documents. Subject to sub-Clause 9.3, the Collateral Agent may (as instructed in accordance with the First Lien Intercreditor Agreement) revoke the Authorisation at any time if an Enforcement Event has occurred and is continuing.

9.2 Notwithstanding sub-Clause 9.1, the Collateral Agent hereby reassigns to the Assignor all Receivables that are subject to a purchase and disposal in connection with any factoring arrangement which is permitted under the Principal Finance Documents (“Factoring Receivables”). Such re-assignment shall be subject to the condition precedent (aufschiebende Bedingung) that the relevant Factoring Receivable has been accepted for purchase under the relevant factoring arrangement. The Assignor hereby accepts the reassignment of such Factoring Receivables.

9.3 For reasons of precaution, the Collateral Agent and the Assignor agree that should any of the reassignments contemplated under sub-Clause 9.2 be invalid, the Authorisation granted pursuant to sub-Clause 9.1 shall continue to apply to the relevant Factoring Receivables. In such case, the Authorisation with respect to the disposal of such Factoring Receivables may not be revoked.

(m) Clause 8.1 (b) (i) and (b) (ii) of each Swiss IP Assignment Agreement entered into between the Collateral Agent and that Security Grantor shall be amended by:

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(i) adding the phrase “the August 2011 Secured Notes Indenture”, after the words “the February 2011 Secured Notes Indenture” in the phrases “(z) to the extent certain proceeds of the Senior Secured Notes Indenture”.

(n) Clause 9.1 (i) and (ii) of each Swiss IP Assignment Agreement entered into between the Collateral Agent and that Security Grantor shall be amended by:

(i) adding the phrase “the August 2011 Secured Notes Indenture”, after the words “the February 2011 Secured Notes Indenture” in the phrases “(z) to the extent certain proceeds of the Senior Secured Notes Indenture”.

(o) The current wording of Clause 9.3 (b) and its subsequent paragraph of each Swiss IP Assignment Agreement entered into between the Collateral Agent and that Security Grantor shall be deleted and replaced by the following wording:

“(b) give evidence to the respective beneficiary or beneficiaries (as the case may be) of such deduction of the Tax Payment Amount in accordance with Clause 2.20 (Taxes) of the Credit Agreement and Clause 4.15 (Withholding Taxes) of the Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture.

But if such a deduction is made, the Transferor shall not be obliged to gross-up pursuant to Clause 2.20 (Taxes) of the Credit Agreement or Clause 4.15 (Withholding Taxes) of the Senior Secured Notes Indenture, the October 2010 Secured Notes Indenture, the February 2011 Secured Notes Indenture, the August 2011 Secured Notes Indenture or the New Secured Notes Indenture to the extent that such gross-up would result in the aggregate of the amounts of the proceeds of a realisation of the Collateral applied by the beneficiary or beneficiaries (as the case may be) towards satisfaction of the Obligations and the Tax Payment Amount paid to the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.”

(p) The headings of the lists set out in Part 2-5 of Schedule 1 of each Security Agreement entered into between the Collateral Agent and that Security Grantor shall be replaced by one Part 2 and headed with the words “List of Current Guarantors, Current Senior Secured Notes Guarantors, Current October 2010 Secured Notes Guarantors, Current February 2011 Secured Notes Guarantors and Current August 2011 Secured Notes Guarantors” and by one Part 3 headed with the words “List of Current New Secured Notes Guarantors.”

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3.2 The Collateral Agent and each Security Grantor hereby agree that any reference in the Security Agreement to which they are a party to the term “Obligations” shall be read and construed as reference to the Obligations as amended by this Agreement.

3.3 The Collateral Agent and each Security Grantor hereby agree that the Security Agreements to which they are a party shall continue to secure the Obligations as amended by this Agreement.

3.4 The Collateral Agent and each Security Grantor hereby confirm, in respect of the Security Agreements to which they are a party, that any reference in each of the agreements to the term “Credit Agreement” shall be read and construed as a reference to the Credit Agreement as amended, varied, novated, supplemented, restated, superseded or extended from time to time, including pursuant to the Third Amended and Restated Credit Agreement and the Amendment No. 7 and Incremental Term Loan Assumption Agreement.

3.5 The Collateral Agent and each Security Grantor confirm that the obligations secured under the Security Agreements to which they are a party shall include the prompt and complete satisfaction of any and all Obligations (as defined in the Amended Security Agreement) (present and future, actual and contingent) which are (or are expressed to be) or become owing by the Grantors (or any of them) to the Secured Parties (or any of them) under or in connection with the Credit Agreement, and the other Credit Documents (as such term is defined in the Amended Security Agreement in accordance with Clause 3.1 above) (including, but not limited to the amendments set out in this Agreement).

4. CONTINUITY AND FURTHER ASSURANCE

4.1 The Collateral Agent and the Security Grantors confirm and agree that (i) save as amended by this Agreement, all provisions of the Security Agreements shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Security Agreements shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Security Agreements shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Security Agreements). For the avoidance of doubt, and unless otherwise agreed pursuant to this Agreement, the provisions in the Swiss IP Assignment Agreements relating to the limitations on enforcement of the security granted thereunder and the application of proceeds of an enforcement of such security shall not be affected by the amendments pursuant to this Agreement.

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4.2 The Security Grantors shall, at the reasonable request of the Security Agent (acting on the reasonable instructions of the Secured Parties) and at the Security Grantors’ expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

4.3 The Collateral Agent and each Security Grantor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the Amended Security Agreements are hereby incorporated by reference.

5. PARTIAL INVALIDITY

If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal, or unenforceable provision shall be deemed replaced with a valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled with such provision as comes as close as possible to the original intent of the parties.

6. AMENDMENTS

Changes and amendments to this Agreement including this Clause 6 shall be made in writing.

7. APPLICABLE LAW; JURISDICTION

7.1 This Agreement is governed by the laws of the Federal Republic of Germany.

7.2 The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Collateral Agent, however, shall also be entitled to take action against the respective Security Grantor in any other court of competent jurisdiction. Further, the taking of proceedings against any Security Grantor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

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8. CONCLUSION OF THE AGREEMENT (VERTRAGSSCHLUSS)

8.1 The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf, tif, etc.) to an e-mail.

8.2 If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 8.1 above, they will transmit the signed signature page(s) of this Agreement to the attention of Isabel van Bremen or Axel Schlieter (Isabel.vanbremen@cliffordchance.com or Axel.Schlieter@cliffordchance.com, fax: +49 211 43 55 5600) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

8.3 For the purposes of this Clause 8 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1

PART 1

LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings LLC

Reynolds Group Holdings Inc.

Pactiv LLC

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging Inc.

Reynolds Consumer Products Inc.

PART 2

LIST OF CURRENT GUARANTORS, CURRENT SENIOR SECURED NOTES GUARANTORS, CURRENT OCTOBER 2010 SECURED NOTES GUARANTORS, CURRENT FEBRUARY 2011 SECURED NOTES GUARANTORS AND CURRENT AUGUST 2011 SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

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Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

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Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

- 23 -

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

- 24 -

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

- 25 -

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 26 -

PART 3

LIST OF CURRENT NEW SECURED NOTES GUARANTORS

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co. KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

- 27 -

SIG International Services GmbH

SIG Beteiligungs GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Kft.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) II S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Evergreen Packaging (Luxembourg) S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Reynolds Group Issuer (Luxembourg) S.A.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Tecnicos de Tapas Innovativas, S.A. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

- 28 -

Pactiv Mexico, S. de R.L. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Reynolds Group Holdings Limited

Whakatane Mill Limited

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited)

SIG Combibloc Limited

The Baldwin Group Limited

Bakers Choice Products, Inc.

BCP/ Graham Holdings L.L.C.

Blue Ridge Holding Corp.

- 29 -

Blue Ridge Paper Products Inc.

BRPP, LLC

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Packaging Machinery, Inc.

Closure Systems International, Inc.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging USA Inc.

GPACSUB LLC

GPC Capital Corp. I

GPC Capital Corp. II

GPC Holdings LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging Holdings Company

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Graham Packaging Minster LLC

- 30 -

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging Regioplast STS Inc.

Graham Packaging West Jordan, LLC

Graham Recycling Company, L.P.

Pactiv Germany Holdings Inc.

Pactiv International Holdings Inc.

Pactiv LLC

Pactiv Management Company LLC

PCA West Inc.

PWP Industries, Inc.

Renpac Holdings Inc.

Reynolds Consumer Products Holdings LLC

Reynolds Consumer Products Inc.

Reynolds Flexible Packaging Inc.

Reynolds Food Packaging LLC

Reynolds Group Holdings Inc.

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Manufacturing Inc.

Reynolds Packaging Holdings LLC

Reynolds Packaging Kama Inc.

Reynolds Packaging LLC

- 31 -

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

SIG Holding USA, LLC

Southern Plastics Inc.

Ultra Pac, Inc.

International Tray Pads and Packaging, Inc.

- 32 -

SIGNATURE PAGE

THIS AGREEMENT has been entered into on the date stated at the beginning by:

The Security Grantors

SIG Combibloc Group AG

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

SIG Euro Holding AG & CO. KGaA

acting through its general partner (Komplementär)

SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Combibloc Systems GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Combibloc Holding GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

- 33 -

SIG Combibloc GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Beverages Germany GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Combibloc Zerspanungstechnik GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG International Services GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Information Technology GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

- 34 -

SIG Beteiligungs GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

Closure Systems International Holdings (Germany) GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

Closure Systems International Deutschland GmbH

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorised Signatory

SIG Technology AG

By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

The Collateral Agent

THE BANK OF NEW YORK MELLON

By:	/s/ Orla Forrester
	Name: Orla Forrester
	Title: Vice President

- 35 -

EX-4.559

EXHIBIT 4.559

Execution Version

DATED 7 NOVEMBER 2012

SIG COMBIBLOC LIMITED

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) SIG COMBIBLOC LIMITED registered in Hong Kong with company number 944432 (the “Chargor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as additional collateral agent for the Secured Parties appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”).

WHEREAS:

(A) The Chargor has entered into the debenture dated 25 February 2010 and as subsequently amended by way of a deed of confirmation and amendment dated 16 November 2010 and further amended by a deed of confirmation and amendment dated 1 February 2011 and as further amended by a deed of confirmation and amendment dated 8 September 2011, granted by the Chargor in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as modified, amended, or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

- 1 -

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the Credit Agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (“Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

- 2 -

(b) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(e) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

- 3 -

(f) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the new Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

6. This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

- 4 -

7. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

8. The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
SIGNED, SEALED and DELIVERED		)
		)
by	/s/ Karen Mower	)
under power of attorney		)	L.S
dated 29 October 2012		)
and thereby executed by		)
SIG COMBIBLOC LIMITED		)
as its Deed in the presence of:		)

/s/ Jennie Blizzard

Name of witness: Jennie Blizzard

Address of witness: Sydney, Australia

Occupation of witness: Lawyer

- 6 -

The Collateral Agent

Signed by	)
WILMINGTON TRUST (LONDON) LIMITED	)

By:        /s/ Elaine Lockhart.

Name:   Elaine Lockhart

Address: 1 King’s Arms Yard

London EC2R 7AF

United Kingdom

Fax: +44 (0)20 7397 3601

Attention: Elaine Lockhart/Paul Barton

- 7 -

EX-4.560

EXHIBIT 4.560

Execution Version

DATED 7 NOVEMBER 2012

SIG COMBIBLOC GROUP AG

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) SIG COMBIBLOC GROUP AG, incorporated under the laws of Switzerland having its registered office at Laufengasse 18, CH-8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.149-2 (the “Chargor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as additional collateral agent for the Secured Parties appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”).

WHEREAS:

(A) Pursuant to a merger between the Chargor and SIG Finanz AG, which became effective on 15 June 2010, the Chargor assumed by operation of law all of the obligations, rights and liabilities of SIG Finanz AG under the security over shares agreement dated 25 February 2010 and as subsequently amended by way of a deed of confirmation and amendment dated 16 November 2010 and further amended by a deed of confirmation and amendment dated 1 February 2011 and further amended by a deed of confirmation and amendment dated 8 September 2011, originally granted by SIG Finanz AG in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as modified, amended, or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The

- 1 -

Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the Credit Agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (“Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

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““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(b) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(e) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

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(f) In Clause 1.1 (Definitions) the existing definition of “Secured Liabilities” shall be deleted in its entirety and replaced with the following:

““Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents including in particular, but not limited to, the Parallel Obligations together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other documents evidencing or securing any such liabilities provided always that the Chargor shall (A) only be liable under this Agreement or any other Loan Document (including, for the avoidance of doubt, any restructuring of the Chargor’s rights of set-off and/or subrogation and its duties to subordinate claims) in relation to obligations (other than obligations under the Loan Documents of (y) the Chargor (i) incurred as Borrower under the Credit Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility (as defined in the Credit Agreement) is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement (as defined in the Credit Agreement), (iv) owed as Cash Management Obligations, provided the Chargor is a beneficiary of the Cash Management Services causing such Cash Management Obligations (all as defined in the Credit Agreement), (v) incurred as a party to and beneficiary under any Additional Agreement or (vi) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture or the September 2012 Senior Secured Notes Indenture have been made available to the Chargor, up to such proceeds and (z) a direct or indirect subsidiary of the Chargor (the “Chargor’s Subsidiary”) (i) incurred as Borrower under the Credit Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility (as defined in the Credit Agreement) is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement (as defined in the Credit Agreement), (iv) owed as Cash Management Obligations, provided the Chargor’s Subsidiary is a beneficiary of the Cash Management Services causing such Cash Management Obligations (all as defined in the Credit Agreement), (v) incurred as a party to and beneficiary under any Additional Agreement or (vi) to the extent certain proceeds of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture or the September 2012 Senior Secured Notes Indenture have been made available to the Chargor’s Subsidiary, up to such proceeds) to the extent such obligations do not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend

- 4 -

prohibited by the Swiss Federal Code of Obligations by the Chargor and in the maximum amount of its profits available for the distribution of dividends at the point in time the Chargor’s obligations fall due (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law); (B) pass for such payments shareholder’s resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on a report from the Chargor’s auditors approving the proposed distribution of dividends); and (C) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration:

(i) pay such deduction to the Swiss Federal Tax Administration; and

(ii) give evidence to the respective Secured Party beneficiary or Secured Parties beneficiaries (as the case may be) of such deduction in accordance with Section 2.20 (Taxes) of the Credit Agreement and Section 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture or the September 2012 Senior Secured Notes Indenture;

but if such a deduction is made, the Chargor shall not be obliged to gross-up pursuant to Section 2.20 (Taxes) of the Credit Agreement and Section 4.15 (Withholding Taxes) of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture or the September 2012 Senior Secured Notes Indenture to the extent that such gross-up would result in the aggregate amounts paid to the Secured Parties beneficiaries and the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.”

(g) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

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(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

5. This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

6. This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

7. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

8. The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

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10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
SIGNED, SEALED and DELIVERED	)
as a DEED by /s/ Karen Mower	)
	)
for and on behalf of	)	L.S.
SIG COMBIBLOC GROUP AG	)
in the presence of:	)
Signature of witness: /s/ Jennie Blizzard
Name of witness: Jennie Blizzard
Address of witness: Sydney, Australia
Occupation of witness: Lawyer

- 8 -

The Collateral Agent

Signed by	)
WILMINGTON TRUST (LONDON) LIMITED	)

By:        /s/ Elaine Lockhart

Name:   Elaine Lockhart

Address: 1 King’s Arms Yard

London EC2R 7AF

United Kingdom

Fax: +44 (0)20 7397 3601

Attention: Elaine Lockhart/Paul Barton

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EX-4.561

EXHIBIT 4.561

Execution Version

DATED 7 NOVEMBER 2012

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED registered in Hong Kong with company number 1184353 (the “Chargor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as additional collateral agent for the Secured Parties appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 25 February 2010 and as subsequently amended by way of a deed of confirmation and amendment dated 16 November 2010 and further amended by a deed of confirmation and amendment dated 1 February 2011 and further amended by a deed of confirmation and amendment dated 8 September 2011, granted by the Chargor in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as modified, amended, or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the

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August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the Credit Agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (“Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(b) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

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““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(e) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(f) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2(a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture)

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and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the new Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

6. This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

7. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

- 4 -

8. The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor

SIGNED, SEALED and DELIVERED		)
		)
by	/s/ Karen Mower	)
under power of attorney		)	L.S
dated 19 October 2012		)
and thereby executed by		)
CLOSURE SYSTEMS INTERNATIONAL		)
(HONG KONG) LIMITED		)
as its Deed in the presence of:		)

/s/ Jennie Blizzard

Name of witness: Jennie Blizzard

Address of witness: Sydney, Australia

Occupation of witness: Lawyer

- 6 -

The Collateral Agent

Signed by	)
WILMINGTON TRUST (LONDON) LIMITED	)

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Address:	1 King’s Arms Yard
	London EC2R 7AF
	United Kingdom
Fax:	+44 (0)20 7397 3601
Attention:	Elaine Lockhart/Paul Barton

- 7 -

EX-4.562

EXHIBIT 4.562

Execution Version

DATED 7 NOVEMBER 2012

CLOSURE SYSTEMS INTERNATIONAL B.V.

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and its registered address at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber of Commerce registration number 34291082 (the “Chargor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as additional collateral agent for the Secured Parties appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”).

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 25 February 2010 and as subsequently amended by way of a deed of confirmation and amendment dated 16 November 2010 and further amended by a deed of confirmation and amendment dated 1 February 2011 and further amended by a deed of confirmation and amendment dated 8 September 2011, granted by the Chargor in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, the Chargor, Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as modified, amended, or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal

- 1 -

paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the Credit Agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (“Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

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““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(b) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(e) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior

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Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(f) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

5. This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

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6. This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

7. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

8. The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor

SIGNED, SEALED and DELIVERED as a DEED by /s/ Karen Mower	) )
	)
for and on behalf of	)	L.S
CLOSURE SYSTEMS INTERNATIONAL B.V.	)
in the presence of:	)

Signature of witness: /s/ Jennie Blizzard

Name of witness: Jennie Blizzard

Address of witness: Sydney, Australia

Occupation of witness: Lawyer

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The Collateral Agent

Signed by	)
WILMINGTON TRUST (LONDON) LIMITED	)

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Address:	1 King’s Arms Yard
	London EC2R 7AF
	United Kingdom
Fax:	+44 (0)20 7397 3601
Attention:	Elaine Lockhart/Paul Barton

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EX-4.563

EXHIBIT 4.563

Execution Version

DATED 7 NOVEMBER 2012

GRAHAM PACKAGING COMPANY, L.P.

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) GRAHAM PACKAGING COMPANY, L.P. a limited partnership established under the laws of the State of Delaware, United States of America, having its registered address at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 with registration number 2436955 (the “Chargor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as additional collateral agent for the Secured Parties appointed under the First Lien Intercreditor Agreement (the “Collateral Agent”).

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 1 June 2012 in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as modified, amended, or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes

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Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the Credit Agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (“Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(b) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

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““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(e) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(f) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

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“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

5. This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

6. This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

7. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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8. The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor

SIGNED, SEALED and DELIVERED	)
as a DEED by Joseph B. Hanks	)	/s/ Joseph B. Hanks
Title: Vice President and Secretary	)	L.S.
for and on behalf of	)
GPC OPCO GP LLC, the General Partner of	)
GRAHAM PACKAGING COMPANY, L.P	)
in the presence of:	)

Signature of witness: /s/ Betty L. Jones

Name of witness: Betty L. Jones

Address of witness: York, Pennsylvania

Occupation of witness: Executive Assistant

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The Collateral Agent

Signed by	)
WILMINGTON TRUST (LONDON) LIMITED	)

By:	/s/ Elaine Lockhart
Name:	Elaine Lockhart
Address:	1 King’s Arms Yard
	London EC2R 7AF
	United Kingdom
Fax:	+44 (0)20 7397 3601
Attention:	Elaine Lockhart/Paul Barton

- 7 -

EX-4.564

EXHIBIT 4.564

Final version

AMENDMENT AGREEMENT NO. 6

dated 7 NOVEMBER, 2012

for

CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG

as Chargor

and

WILMINGTON TRUST (LONDON) LIMITED

as Chargee

RELATING TO A

FLOATING CHARGE AGREEMENT

DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010,

16 NOVEMBER 2010, 1 FEBRUARY 2011,

9 FEBRUARY 2011 AND 8 SEPTEMBER 2011

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

Final version

THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 7 November 2012

BETWEEN:

(1) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság, a limited liability company incorporated under the laws of Hungary, having its registered office as at the date of this Agreement at Berényi út 72-100., 8000 Székesfehérvár, Hungary, registered with the Fejér County Court acting as court of registration under registration number Cg. 07-09-013757, as chargor under this Agreement (hereinafter referred to as the “Chargor”);

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the “Collateral Agent” or the “Chargee”);

(1) and (2) are together hereinafter referred to as the “Parties” and “Party” means any of them, as the context may require.

RECITALS:

(A) The Parties hereby declare that the Floating Charge Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Floating Charge Agreement), and the Floating Charge Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Floating Charge Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”).

(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated in the form of Schedule A attached thereto.

Office/OFFICE

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Final version

(D) Pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on 28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As of 31 December 2011 Closure Systems International Holdings (Hungary) Vagyonkezelő Korlátolt Felelősségű Társaság (“CSI Holding”) merged into the Chargor with the Chargor as legal successor (the “Merger”). As a result of the Merger, the Chargor has become the general legal successor of CSI Holding.

(G) CSI Holding as chargor and the Chargee as chargee entered into a floating charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 (notarial deed no. 11015/Ü/94/2010, MOKK no. 122482) (the “CSI Holding Floating Charge Agreement”).

(H) As a consequence of the above, the Parties agreed to amend the Floating Charge Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Floating Charge Agreement” means the floating charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Floating Charge Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

Office/OFFICE

- 2 -

Final version

(b) The principles of construction set out in the Floating Charge Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE FLOATING CHARGE AGREEMENT

With effect from the date of this Agreement:

(a) The definition of “Credit Agreement” in clause 1.1 (Definitions) of the Floating Charge Agreement shall be replaced with the following wording:

““Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part I of Schedule 1 (Credit Agreement) to this Agreement.”

(b) The definition of “Loan Documents” in clause 1.1 (Definitions) of the Floating Charge Agreement shall be replaced with the following wording:

““Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document (including also the documents attached to Schedule 1 to this Agreement).”

(c) The definitions of “May 2010 Incremental Assumption and Amendment Agreement”, “September 2010 Incremental Assumption and Amendment Agreement”, “February 2011 Incremental Assumption and Amendment Agreement” and “August 2011 Incremental Assumption and Amendment Agreement” shall be deleted in clause 1.1 (Definitions) of the Floating Charge Agreement.

Office/OFFICE

- 3 -

Final version

(d) Where reference is made in the Floating Charge Agreement to Schedule 3, it shall be replaced with, and interpreted as being reference to, Schedule 1 of the Floating Charge Agreement.

(e) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Floating Charge Agreement in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.”

““September 2012 Secured Notes Indenture” means the indenture dated 28 September 2012, among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part X of Schedule 1 (September 2012 Secured Notes Indenture) to this Agreement.”

(f) Clause 2.1 (i) of the Floating Charge Agreement shall be replaced in its entirety with the following wording:

“(i) USD 9,605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the “Secured Principal”); plus

(g) Part I of Schedule 1 (Credit Agreement) of the Floating Charge Agreement shall be replaced with Schedule A (Part I of Schedule 1 (Credit Agreement)) of this Agreement.

(h) The content of Part IV of Schedule 1 (Incremental Assumption and Amendment Agreement) of the Floating Charge Agreement shall be deleted. Under the title “Part IV” a statement should be inserted that the content of such Part IV have been “intentionally left blank”.

(i) The content of Part VII of Schedule 1 (February 2011 Incremental Assumption and Amendment Agreement) of the Floating Charge Agreement shall be deleted. Under the title “Part VII” a statement should be inserted that the content of such Part VII have been “intentionally left blank”.

(j) The content of Part IX of Schedule 1 (August 2011 Incremental Assumption and Amendment Agreement) of the Floating Charge Agreement shall be deleted. Under the title “Part IX” a statement should be inserted that the content of such Part IX have been “intentionally left blank”.

(k) Schedule 1 of the Floating Charge Agreement shall be supplemented with Schedule B (Part X of Schedule 1 (September 2012 Secured Notes Indenture)) of this Agreement.

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3. CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Floating Charge Agreement shall, save as amended by this Agreement, continue in full force and effect. The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Floating Charge Agreement, and shall not serve for the purpose of any re-registration of the Floating Charge. In addition, this Agreement and any filing to be made under this Agreement shall not in any way affect the ranking and the establishment date of the Floating Charge.

3.2 Termination of the CSI Holding Floating Charge Agreement

The Parties hereby declare and acknowledge that the floating charge created under the CSI Holding Floating Charge Agreement has been terminated as of the effective date of the Merger being 31 December 2011. The Parties hereby terminate the CSI Holding Floating Charge Agreement with effect from the date of this Agreement. The Chargee hereby consents to the release and deregistration of the floating charge created under the CSI Holding Floating Charge Agreement from the Registry of Charges. For the avoidance of doubt the floating charge created under the Floating Charge Agreement remains to encumber any and all assets of the Chargor from time to time.

3.3 Registration of the amendments

The Parties hereby request the public notary:

(a) to register the changes in the registered data of the Floating Charge in the Registry of Charges (i.e. the change in the maximum aggregate framework security amount of the Obligations); and

(b) in order to reflect the ceasing of the floating charge created over the assets of CSI Holding under the CSI Holding Floating Charge Agreement, to deregister such floating charge from the Registry of Charges.

3.4 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

4. INCORPORATION OF TERMS

The provisions of clause 7 (Remedies and waivers), clause 8 (Severability), clause 12 (Notices) and clause 14 (Jurisdiction) of the Floating Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

5. GOVERNING LAW

This Agreement is governed by Hungarian law.

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6. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Floating Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

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SCHEDULE A

“SCHEDULE 1

Part I

CREDIT AGREEMENT”

(To Be Inserted)

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SCHEDULE B

“SCHEDULE 1

Part X

SEPTEMBER 2012 SECURED NOTES INDENTURE”

(To Be Inserted)

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SIGNATURES

CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság—as Chargor

By:

Wilmington Trust (London) Limited—as Chargee

By:

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EX-4.565

EXHIBIT 4.565

Final version

AMENDMENT AGREEMENT NO. 6

dated 7 NOVEMBER, 2012

for

CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ

TÁRSASÁG

as Chargor

and

WILMINGTON TRUST (LONDON) LIMITED

as Chargee

RELATING TO A

CHARGE AND SECURITY DEPOSIT OVER BANK

ACCOUNTS AGREEMENT

DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16

NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011

AND 8 SEPTEMBER 2011

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

Final version

THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 7 November, 2012

BETWEEN:

(1) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság, a limited liability company incorporated under the laws of Hungary, having its registered office as at the date of this Agreement at Berényi út 72-100., 8000 Székesfehérvár, Hungary, registered with the Fejér County Court acting as court of registration under registration number Cg. 07-09-013757, as chargor under this Agreement (hereinafter referred to as the “Chargor”);

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the “Collateral Agent” or the “Chargee”);

(1) and (2) are together hereinafter referred to as the “Parties” and “Party” means any of them, as the context may require.

RECITALS:

(A) The Parties hereby declare that the Charge and Security Deposit over Bank Accounts Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Charge and Security Deposit over Bank Accounts Agreement), and the Charge and Security Deposit over Bank Accounts Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Charge and Security Deposit over Bank Accounts Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”).

(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv

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Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated in the form of Schedule A attached thereto.

(D) Pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on 28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As of 31 December 2011 Closure Systems International Holdings (Hungary) Vagyonkezelő Korlátolt Felelősségű Társaság (“CSI Holding”) merged into the Chargor with the Chargor as legal successor (the “Merger”). As a result of the Merger, the Chargor has become the general legal successor of CSI Holding.

(G) CSI Holding as chargor and the Chargee as chargee entered into a charge and security deposit over bank accounts agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 (notarial deed no. 11015/Ü/94/2010) (the “CSI Holding Charge and Security Deposit over Bank Accounts Agreement”).

(H) As a consequence of the above, the Parties agreed to amend the Charge and Security Deposit over Bank Accounts Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Charge and Security Deposit over Bank Accounts Agreement” means the charge and security deposit over bank accounts agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Charge and Security Deposit over Bank Accounts Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

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(b) The principles of construction set out in the Charge and Security Deposit over Bank Accounts Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE CHARGE AND SECURITY DEPOSIT OVER BANK ACCOUNTS AGREEMENT

With effect from the date of this Agreement:

(a) The definition of “Credit Agreement” in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced with the following wording :

““Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part I of Schedule 4 (Credit Agreement) to this Agreement.”

(b) The definition of “Loan Documents” in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced with the following wording:

““Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document (including also the documents attached to Schedule 4 to this Agreement).”

(c) The definitions of “May 2010 Incremental Assumption and Amendment Agreement”, “September 2010 Incremental Assumption and Amendment

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Agreement”, “February 2011 Incremental Assumption and Amendment Agreement” and “August 2011 Incremental Assumption and Amendment Agreement” shall be deleted in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement.

(d) Where reference not related to prompt collection order is made in the Charge and Security Deposit over Bank Accounts Agreement to Schedule 3, it shall be replaced with, and interpreted as being reference to, Schedule 4 of the Charge and Security Deposit over Bank Accounts Agreement.

(e) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Charge and Security Deposit over Bank Accounts Agreement in alphabetical order.

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.”

““September 2012 Secured Notes Indenture” means the indenture dated 28 September 2012, among, the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part X of Schedule 4 (September 2012 Secured Notes Indenture) to this Agreement.”

(f) Clause 2.1.1 (i) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced in its entirety with the following wording:

“(i) USD 9,605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the “Secured Principal”); plus

(g) Part I of Schedule 4 (Credit Agreement) of the Charge and Security Deposit over Bank Accounts Agreement shall be replaced with Schedule A (Part I of Schedule 4 (Credit Agreement)) of this Agreement.

(h) The content of Part IV of Schedule 4 (Incremental Assumption and Amendment Agreement) of the Charge and Security Deposit over Bank Accounts Agreement shall be deleted. Under the title “Part IV” a statement should be inserted that the content of such Part IV have been “intentionally left blank”.

(i) The content of Part VII of Schedule 4 (February 2011 Incremental Assumption and Amendment Agreement) of the Charge and Security Deposit over Bank Accounts Agreement shall be deleted. Under the title “Part VII” a statement should be inserted that the content of such Part VII have been “intentionally left blank”.

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(j) The content of Part IX of Schedule 4 (August 2011 Incremental Assumption and Amendment Agreement) of the Charge and Security Deposit over Bank Accounts Agreement shall be deleted. Under the title “Part IX” a statement should be inserted that the content of such Part IX have been “intentionally left blank”.

(k) Schedule 4 of the Floating Charge Agreement shall be supplemented with Schedule B (Part X of Schedule 4 (September 2012 Secured Notes Indenture)) of this Agreement.

3. CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Charge and Security Deposit over Bank Accounts Agreement shall, save as amended by this Agreement, continue in full force and effect.

3.2 Termination of the CSI Holding Charge and Security Deposit over Bank Accounts Agreement

The Parties hereby declare and acknowledge that the bank accounts of CSI Holding have been terminated and closed and thus there are no Hungarian bank accounts of the Chargor which do not fall under the scope of the Charge and Security Deposit over Bank Accounts Agreement.

The Parties hereby terminate the CSI Holding Charge and Security Deposit over Bank Accounts Agreement with effect from the date of this Agreement. For the avoidance of doubt the security created under the Charge and Security Deposit over Bank Accounts Agreement remains to encumber the bank accounts of the Chargor from time to time.

3.3 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

4. INCORPORATION OF TERMS

The provisions of clause 10 (Remedies and waivers), clause 11 (Severability), clause 15 (Notices) and clause 17 (Jurisdiction) of the Charge and Security Deposit over Bank Accounts Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

5. GOVERNING LAW

This Agreement is governed by Hungarian law.

6. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien

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Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

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SCHEDULE A

“SCHEDULE 4

Part I

CREDIT AGREEMENT”

(To Be Inserted)

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SCHEDULE B

“SCHEDULE 4

Part X

SEPTEMBER 2012 SECURED NOTES INDENTURE”

(To Be Inserted)

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SIGNATURES

CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság—as Chargor

By:

Wilmington Trust (London) Limited—as Chargee

By:

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EX-4.566

EXHIBIT 4.566

Final version

AMENDMENT AGREEMENT NO. 6

dated 7 NOVEMBER, 2012

for

CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ

TÁRSASÁG

as Chargor

and

WILMINGTON TRUST (LONDON) LIMITED

as Chargee

RELATING TO A

FIXED CHARGE AGREEMENT

DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16

NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011

AND 8 SEPTEMBER 2011

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

Final version

THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 7 November, 2012

BETWEEN:

(1) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság, a limited liability company incorporated under the laws of Hungary, having its registered office as at the date of this Agreement at Berényi út 72-100., 8000 Székesfehérvár, Hungary, registered with the Fejér County Court acting as court of registration under registration number Cg. 07-09-013757, as chargor under this Agreement (hereinafter referred to as the “Chargor”);

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the “Collateral Agent” or the “Chargee”);

(1) and (2) are together hereinafter referred to as the “Parties” and “Party” means any of them, as the context may require.

RECITALS:

(A) The Parties hereby declare that the Fixed Charge Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Fixed Charge Agreement), and the Fixed Charge Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Fixed Charge Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”).

(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated in the form of Schedule A attached thereto.

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(D) Pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As a consequence of the above, the Parties agreed to amend the Fixed Charge Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Fixed Charge Agreement” means the fixed charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Fixed Charge Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

(b) The principles of construction set out in the Fixed Charge Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE FIXED CHARGE AGREEMENT

With effect from the date of this Agreement:

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(a) The definition of “Credit Agreement” in clause 1.1 (Definitions) of the Fixed Charge Agreement shall be replaced with the following wording:

““Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part I of Schedule 1 (Credit Agreement) to this Agreement.”

(b) The definition of “Loan Documents” in clause 1.1 (Definitions) of the Fixed Charge Agreement shall be replaced with the following wording:

““Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document (including also the documents attached to Schedule 1 to this Agreement).”

(c) The definitions of “May 2010 Incremental Assumption and Amendment Agreement”, “September 2010 Incremental Assumption and Amendment Agreement”, “February 2011 Incremental Assumption and Amendment Agreement” and “August 2011 Incremental Assumption and Amendment Agreement” shall be deleted in clause 1.1 (Definitions) of the Fixed Charge Agreement.

(d) Where reference is made in the Fixed Charge Agreement to Schedule 3, it shall be replaced with, and interpreted as being reference to, Schedule 1 of the Fixed Charge Agreement.

(e) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Fixed Charge Agreement in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.”

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““September 2012 Secured Notes Indenture” means the indenture dated 28 September 2012, among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part X of Schedule 1 (September 2012 Secured Notes Indenture) to this Agreement.”

(f) Clause 2.1 (i) of the Fixed Charge Agreement shall be replaced in its entirety with the following wording:

“(i) USD 9,605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the “Secured Principal”); plus

(g) Part I of Schedule 1 (Credit Agreement) of the Fixed Charge Agreement shall be replaced with Schedule A (Part I of Schedule 1 (Credit Agreement)) of this Agreement.

(h) The content of Part IV of Schedule 1 (Incremental Assumption and Amendment Agreement) of the Fixed Charge Agreement shall be deleted. Under the title “Part IV” a statement should be inserted that the content of such Part IV have been “intentionally left blank”.

(i) The content Part VII of Schedule 1 (February 2011 Incremental Assumption and Amendment Agreement) of the Fixed Charge Agreement shall be deleted. Under the title “Part VII” a statement should be inserted that the content of such Part VII have been “intentionally left blank”.

(j) The content of Part IX of Schedule 1 (August 2011 Incremental Assumption and Amendment Agreement) of the Fixed Charge Agreement shall be deleted. Under the title “Part IX” a statement should be inserted that the content of such Part IX have been “intentionally left blank”.

(k) Schedule 1 of the Fixed Charge Agreement shall be supplemented with Schedule B (Part X of Schedule 1 (September 2012 Secured Notes Indenture)) of this Agreement.

(l) Schedule 2 (Machinery and Equipment) of the Fixed Charge Agreement shall be replaced with Schedule C (Schedule 2 (Machinery and Equipment)) of this Agreement.

3. CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Fixed Charge Agreement shall, save as amended by this Agreement, continue in full force and effect.

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3.2 Registration of the amendments

The Parties hereby request the public notary to register the changes in the registered data of the Fixed Charge in the Registry of Charges (i.e. the change in the maximum aggregate framework security amount of the Obligations). The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Fixed Charge Agreement, and shall not serve for the purpose of any re-registration of the Fixed Charge. In addition, this Agreement and any filing to be made under this Agreement shall not in any way affect the ranking and the establishment date of the Fixed Charge.

3.3 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

4. INCORPORATION OF TERMS

The provisions of clause 7 (Remedies and waivers), clause 8 (Severability), clause 12 (Notices) and clause 14 (Jurisdiction) of the Fixed Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

5. GOVERNING LAW

This Agreement is governed by Hungarian law.

6. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Fixed Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

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SCHEDULE A

“SCHEDULE 1

Part I

CREDIT AGREEMENT”

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SCHEDULE B

“SCHEDULE 1

Part X

SEPTEMBER 2012 SECURED NOTES INDENTURE”

(To Be Inserted)

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SCHEDULE C

“SCHEDULE 2

MACHINERY AND EQUIPMENT”

Tag Number	Asset Identification	Description
2531542-002500	40006728	AIR CONDITION SYSTEM CSI Hungary, building 56’
2531631C034500	40006833	(ALCATRAZ ) – Injection Molding

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SIGNATURES

CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság—as Chargor

By:

Wilmington Trust (London) Limited—as Chargee

By:

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EX-4.567

EXHIBIT 4.567

Final version

AMENDMENT AGREEMENT NO. 6

dated 7 NOVEMBER, 2012

for

CLOSURE SYSTEMS INTERNATIONAL B.V.

as Chargor

and

WILMINGTON TRUST (LONDON) LIMITED

as Chargee

RELATING TO A

QUOTA CHARGE AGREEMENT

DATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16

NOVEMBER 2010, 1 FEBRUARY 2011, 9 FEBRUARY 2011

AND 8 SEPTEMBER 2011

in respect of its Quota in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

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THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 7 November, 2012

BETWEEN:

(1) Closure Systems International B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its seat as at the date of this Agreement at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam, The Netherlands, under registration number 34291082, as owner of the Quota (as defined below) and chargor under this Agreement (hereinafter referred to as the “Chargor”);

and

(2) Wilmington Trust (London) Limited, having its Registered office at Third Floor, 1 King’s Arms Yard, London, EC2R 7AF, the United Kingdom, acting as chargee under this Agreement, in its capacity as collateral agent acting on behalf and for the benefit of the Secured Parties (as defined below), as appointed under the First Lien Intercreditor Agreement (as defined below) and authorised to represent their joint and several rights in connection with this Agreement (hereinafter, with its successors, permitted transferees and permitted assigns in such capacity, referred to as the “Collateral Agent” or the “Chargee”);

(1) and (2) are together hereinafter referred to as the “Parties” and “Party” means any of them, as the context may require.

This Agreement is hereby acknowledged and accepted by:

(3) CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság a limited liability company (korlátolt felelősségű társaság) incorporated under the laws of Hungary, having its registered seat as at the date of this Agreement at Berényi út 72-100., 8000 Székesfehérvár, Hungary, registered with the Fejér County Court acting as court of registration under registration number Cg.07-09-013757 (hereinafter referred to as the “Company”).

RECITALS:

(A) The Parties hereby declare that the Quota Charge Agreement (as defined below) was originally concluded on 29 January 2010 between the Chargee and the Chargor, pursuant to both (i) the Credit Agreement and (ii) the 2009 Indenture (each as defined in the Quota Charge Agreement), and the Quota Charge Agreement was amended pursuant to, among others, (x) the 2010 Indenture, (y) the February 2011 Indenture and (z) the August 2011 Indenture (each as defined in the Quota Charge Agreement).

(B) In connection with the Credit Agreement, the 2009 Indenture, the 2010 Indenture, the February 2011 Indenture and the August 2011 Indenture, certain parties have entered into a first lien intercreditor agreement dated 5 November 2009 between, among others, The Bank of New York Mellon as trustee under the 2009 Indenture, Credit Suisse AG as representative under the Credit Agreement and each grantor party thereto, as subsequently amended by Amendment No. 1 and Joinder Agreement dated 21 January 2010, which added the Collateral Agent as a collateral agent under the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”).

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(C) Pursuant to an amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012, and entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Pactiv LLC (formerly Pactiv Corporation), Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, the Credit Agreement has been amended and restated in the form of Schedule A attached thereto.

(D) Pursuant to an indenture (the “September 2012 Secured Notes Indenture”) dated 28 September 2012 and entered into among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (and, together, the “September 2012 Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, certain secured notes were issued by the September 2012 Issuers on 28 September 2012.

(E) The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement.

(F) As a consequence of the above, the Parties agreed to amend the Quota Charge Agreement and enter into this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Quota Charge Agreement” means the quota charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011 between the Chargor and the Chargee.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term defined in the First Lien Intercreditor Agreement and in the Quota Charge Agreement has the same meaning in this Agreement and in any notice given under this Agreement.

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(b) The principles of construction set out in the Quota Charge Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

2. AMENDMENTS TO THE QUOTA CHARGE AGREEMENT

With effect from the date of this Agreement:

(a) The definition of “Credit Agreement” in clause 1.1 (Definitions) of the Quota Charge Agreement shall be replaced with the following wording:

““Credit Agreement” means the Credit Agreement dated as of 5 November 2009, among Closure Systems International B.V., Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc. and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time (including, without limitation by amendment no. 7 and incremental term loan assumption agreement dated 28 September 2012 entered into between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc., Reynolds Consumer Products Inc., the lenders from time to time party thereto and Credit Suisse AG as administrative agent, attached as Part I of Schedule 3 (Credit Agreement) to this Agreement.”

(b) The definition of “Loan Documents” in clause 1.1 (Definitions) of the Quota Charge Agreement shall be replaced with the following wording:

““Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document (including also the documents attached to Schedule 3 to this Agreement).”

(c) The definitions of “May 2010 Incremental Assumption and Amendment Agreement”, “September 2010 Incremental Assumption and Amendment Agreement”, “February 2011 Incremental Assumption and Amendment Agreement” and “August 2011 Incremental Assumption and Amendment Agreement” shall be deleted in clause 1.1 (Definitions) of the Quota Charge Agreement.

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(d) The following new definitions shall be inserted in clause 1.1 (Definitions) of the Quota Charge Agreement in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Secured Notes Indenture, including their successors in interest.”

““September 2012 Secured Notes Indenture” means the indenture dated 28 September 2012, among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, attached as Part X of Schedule 3 (September 2012 Secured Notes Indenture) to this Agreement.”

(e) Clause 2.1 (i) of the Quota Charge Agreement shall be replaced in its entirety with the following wording:

“(i) USD 9,605,000,000 (that is nine billion six hundred and five million U.S. $) and EUR 830,000,000 (that is eight hundred and thirty million euro) (the “Secured Principal”); plus

(f) Part I of Schedule 3 (Credit Agreement) of the Quota Charge Agreement shall be replaced with Schedule A (Part I of Schedule 3 (Credit Agreement)) of this Agreement.

(g) The content of Part IV of Schedule 3 (Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part IV” a statement should be inserted that the content of such Part IV have been “intentionally left blank”.

(h) The content of Part VII of Schedule 3 (February 2011 Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part VII” a statement should be inserted that the content of such Part VII have been “intentionally left blank”.

(i) The content of Part IX of Schedule 3 (August 2011 Incremental Assumption and Amendment Agreement) of the Quota Charge Agreement shall be deleted. Under the title “Part IX” a statement should be inserted that the content of such Part IX have been “intentionally left blank”.

(j) Schedule 3 of the Quota Charge Agreement shall be supplemented with Schedule B (Part X of Schedule 3 (September 2012 Secured Notes Indenture)) of this Agreement.

3. REGISTRATION OF CHANGES

3.1 The Chargor shall file with the Court of Registration an extract of this Agreement, attached as Schedule C (Form of the Extract of this Quota Charge Agreement) (the “Extract”) within 10 (ten) Business Days of the date of this Agreement, in order to inform the Court of Registration of the amendment of the Quota Charge Agreement.

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3.2 The Parties hereby authorise Oppenheim Ügyvédi Iroda (1053 Budapest, Károlyi Mihály u. 12., Hungary) to act before the Court of Registration in connection with the filing (including but not limited to sign any documents in relation thereto) of the Extract with the Court of Registration.

4. CONTINUITY AND FURTHER ASSURANCE

4.1 Continuing obligations

The provisions of the Quota Charge Agreement shall, save as amended by this Agreement, continue in full force and effect. The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Quota Charge Agreement, and shall not serve for the purpose of any re-registration of the Charge over the Quota. In addition, this Agreement and any filing to be made under this Agreement shall not in any way affect the ranking and the establishment date of the Charge.

4.2 Further assurance

The Chargor shall, at the reasonable request of the Chargee and at its own expense, do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

5. INCORPORATION OF TERMS

The provisions of clause 8 (Remedies and waivers), clause 9 (Severability), clause 13 (Notices) and clause 15 (Jurisdiction) of the Quota Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

6. GOVERNING LAW

This Agreement is governed by Hungarian law.

7. RIGHTS OF THE COLLATERAL AGENT

Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Quota Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.

[Certification of the Public Notary and the related powers of attorney inserted]

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SCHEDULE A

“SCHEDULE 3

Part I

CREDIT AGREEMENT”

(To Be Inserted)

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SCHEDULE B

“SCHEDULE 3

Part X

SEPTEMBER 2012 SECURED NOTES INDENTURE”

(To Be Inserted)

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SCHEDULE C

ÜZLETRÉSZ ZÁLOGSZERZŐDÉST MÓDOSÍTÓ SZERZŐDÉS KIVONATA

EXTRACT OF THE AMENDMENT TO THE QUOTA CHARGE AGREEMENT

a cégnyilvántartásról, a bírósági cégeljárásról és a végelszámolásról szóló 2006. évi V. törvény 2. számú melléklete II. 1. ea) pontjának figyelembe vételével

with regard to the Clause II.1.ea) of Schedule No. 2 of the Act V of 2006 on Public Company Information, Company

Registration and Winding-up Proceedings

(a továbbiakban: “Kivonat”) amely az alábbi felek között készült Budakeszin, 2012.                  . napján létrejött módosító szerződés (a továbbiakban: “Szerződés”) alapján:

(hereinafter referred to as the “Extract”), which has been prepared on the basis of the amendment agreement entered into by and between the parties named below in Budakeszi on                  2012 (hereinafter referred to as the “Agreement”):

(1) A Wilmington Trust (London) Limited, amelynek székhelye 1 King’s Arms Yard, London EC2R 7AF, Egyesült Királyság cím alatt található, képviseli                     , meghatalmazás alapján,

(1) Wilmington Trust (London) Limited, having its registered office at: 1 King’s Arms Yard, London EC2R 7AF, United Kingdom, represented by                        , under a power of attorney,

mint zálogjogosult (a továbbiakban: “Zálogjogosult”)

as chargee (hereinafter referred to as the “Chargee”),

valamint

and

(2) CLOSURE SYSTEMS INTERNATIONAL B.V., amelynek székhelye a Teleportboulevard 140, 1043 EJ Amszterdam, Hollandia cím alatt található, és amelyet az amszterdami Kereskedelmi Kamaránál a 34291082-es számon tartanak nyilván, képviseli dr. Horvai-Hillenbrand Péter, meghatalmazás alapján,

(2) CLOSURE SYSTEMS INTERNATIONAL B.V. having its registered seat at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam with registration number 34291082, represented by dr. Péter Horvai-Hillenbrand, under a power of attorney,

mint zálogkötelezett (a továbbiakban: “Zálogkötelezett”)

as chargor (hereinafter referred to as the “Chargor”).

Fent nevezett felek a jelen Kivonatban az alábbiakat kívánják rögzíteni:

The parties named above wish to declare the following in the present Extract:

1. A Zálogkötelezett és a Zálogjogosult a 2010. január 29-én kelt zálogszerződéssel (a “Zálogszerződés”) üzletrész zálogjogot alapítottak a Zálogjogosult javára Zálogkötelezettnek a CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaságban (székhelye: 8000 Székesfehérvár, Berényi út 72-100., Magyarország; cégjegyzékszáma a Fejér Megyei Bíróság mint Cégbíróságnál: Cg. 07-09-013757,

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adószáma: 14122952-2-44, a továbbiakban: “Társaság”) fennálló 16.908.940.000 ,- Ft, azaz tizenhatmilliárd-kilencszáznyolcmillió-kilencszáznegyvenezer forint névértékű, a Társaság jegyzett tőkéjének 100%-át megtestesítő üzletrészén. A Zálogszerződést a Zálogkötelezett és a Zálogjogosult 2010. május 4., 2010. november 16., 2011. február 1., 2011. február 9. és 2011. szeptember 8. napján módosította.

The Chargor and the Chargee created a quota charge in favour of the Chargee over the quota of the Chargor held in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság (registered seat: 8000 Székesfehérvár, Berényi út 72-100., Hungary, company registration number: Cg. 07-09-013757 with the Fejér County Court as the Court of Registration, tax number: 14122952-2-44, hereinafter referred to as the “Company”) with a nominal value of HUF 16,908,940,000 (i.e. sixteen billion nine hundred eight million one nine hundred and forty thousand Forint) representing 100% of the Company’s registered capital by virtue of the quota charge agreement dated 29 January 2010 (the “Quota Charge Agreement”). The Quota Charge Agreement was amended by the Chargor and the Chargee on 4 May 2010, 16 November 2010, 1 February 2011, 9 February 2011 and 8 September 2011.

2. A Zálogkötelezett és a Zálogjogosult a Szerződés rendelkezései alapján újból módosították a Zálogszerződés rendelkezéseit, többek között felemelték a Kötelezettségek összegét, melynek biztosítására az üzletrész zálogjog szolgál. A Zálogkötelezett és a Zálogjogosult ezúton megerősítik, hogy sem a Szerződés megkötése, sem a jelen Kivonat benyújtása semmilyen módon nem hat ki a Zálogjog ranghelyére és alapításának dátumára.

The Chargor and the Chargee have amended again the terms of the Quota Charge Agreement in accordance with the provisions of the Agreement; and, among others, increased the amount of the Obligations secured by the quota charge. The Chargor and the Chargee acknowledge that the conclusion of the Agreement and the submission of the present Extract do not in any way affect the ranking and the establishment date of the Charge.

3. Jelen Kivonat a Szerződés rendelkezései alapján – kizárólag a Zálogszerződés módosításának cégbírósági bejelentése céljából – készült, és nem helyettesíti a felek között a Szerződésben foglaltak szerint létrejött részletes megállapodást. A Szerződés és jelen Kivonat közötti esetleges ellentmondás vagy eltérés esetén a Szerződés rendelkezései az irányadóak.

This Extract has been prepared on the basis of the terms and conditions set out in the Agreement exclusively for the purpose of giving notice to the court of registration on the amendment to the Quota Charge Agreement, and therefore, it may not substitute the detailed agreement between the parties contemplated in the Agreement. In case of any discrepancy between the Agreement and this Extract, the provisions of the Agreement shall prevail.

4. Jelen Kivonat magyar és angol nyelven készült, a magyar és az angol nyelvű változat közötti eltérés esetén a magyar nyelvű verzió az irányadó.

This Extract has been prepared in the Hungarian and English language. In the event of any discrepancy between the Hungarian language and the English language versions, the Hungarian language version shall prevail.

5. A Zálogkötelezett és a Zálogjogosult meghatalmazzák az Oppenheim Ügyvédi Irodát (cím: 1053 Budapest, Károlyi Mihály u. 12.) hogy a Fejér Megyei Bíróságnál, mint Cégbíróságnál a Kivonat benyújtásával kapcsolatban eljárjon (beleértve, de nem kizárólag bármely, ehhez kapcsolódó dokumentum aláírását).

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The Chargor and the Chargee hereby authorise Oppenheim Law Firm (address: 1053 Budapest, Károlyi Mihály u. 12.) to act before the Fejér County Court as the Court of Registration in connection with filing (including but not limited to sign any documents relating thereto) this Extract.

Budakeszi, 2012.                  /                  2012

.............................................	..........................................................
WILMINGTON TRUST (LONDON) LIMITED	CLOSURE SYSTEMS INTERNATIONAL B.V.
Zálogjogosult / Chargee	Zálogkötelezett / Chargor

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SIGNATURES

Closure Systems International B.V. – as Chargor

By:

Wilmington Trust (London) Limited – as Chargee

By:

CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság – as Company

By:

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EX-4.568

EXHIBIT 4.568

EXECUTION VERSION

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

AND

THE COMPANIES LISTED IN SCHEDULE 1

AS PLEDGORS

CONFIRMATION AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE	PAGE
1. DEFINITIONS AND INTERPRETATION		3
2. CONFIRMATION		4
3. COST		4
4. PARTIAL INVALIDITY		4
5. LAW AND JURISDICTION		4
SCHEDULE 1 THE PLEDGORS		5
SCHEDULE 2 PLEDGE AGREEMENTS		6

THIS CONFIRMATION AGREEMENT is made on 28 September 2012

BETWEEN:

(1) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”); and

(2) The pledgors listed in schedule 1 (the “Pledgors”).

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November 2009 and entered into between the 2009 Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers.

(C) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(D) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

(E) Pursuant to a merger effective as of 21 December 2010, Beverage Packaging Holdings (Luxembourg) III S.à r.l. has absorbed Reynolds Consumer Products (Luxembourg) S.à r.l. and Closure Systems International (Luxembourg) S.à r.l. (the “Merger”).

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(F) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(G) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(H) On or about the date of this agreement, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(I) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date of this Agreement and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(J) On or about the date hereof, certain Security Reaffirming Parties (as defined therein), including the Pledgors, Credit Suisse AG as administrative agent, The Bank of New York Mellon, as trustee and collateral agent and Wilmington Trust (London) Limited, as collateral agent, have entered into a reaffirmation agreement (the “Reaffirmation Agreement”) pursuant to which each Security Reaffirming Party (i) reaffirmed the Security Documents (as defined therein) to which they are a party, (ii) confirmed and reaffirmed its respective guarantee of the obligations as provided in the Third Amended and Restated Credit Agreement and (iii) confirmed and reaffirmed that its respective security specified therein extends to the Third Amended and Restated Credit Agreement and to the Additional Obligations as a result of the Secured Notes Designation (as defined below).

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(K) As a condition precedent to the issuance of the September 2012 Senior Secured Notes and borrowing under the Third Amended and Restated Credit Agreement, the Pledgors have agreed to confirm the security interest granted under each of the pledge agreements (as listed in schedule 2 hereto, the “Pledge Agreements”).

(L) The Obligations in respect of the September 2012 Senior Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) will or have been designated on or about the date hereof as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Terms defined in the First Lien Intercreditor Agreement and/or the Pledge Agreements shall bear the same meaning herein, unless expressly provided to the contrary.

1.2 In this Agreement:

“2009 Issuers” shall mean the “Issuers” under and as defined in the 2009 Senior Secured Notes Indenture, including their successors in interest.

“2010 Issuers” shall mean the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“February 2011 Issuers” shall mean the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“Loan Documents” shall mean the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” shall mean the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

“Secured Obligations” shall mean the “Secured Obligations” under, and as defined in, each of the Pledge Agreements.

“Secured Parties” shall mean the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

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1.3 This Confirmation Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Confirmation Agreement.

1.4 The Parties agree that this Confirmation Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights , duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

2. CONFIRMATION

Each Pledgor hereby, for the benefit of the Collateral Agent acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement for the benefit of the Secured Parties, expressly (a) confirms its respective pledges and grants of security interests in the Pledge Agreements to which it is a party and (b) agrees and confirms that the Pledge Agreements and each of the security interests created thereunder shall (i) remain in full force and effect in accordance with their terms subject to any applicable Legal Reservations, (ii) continue to secure the Secured Obligations as they shall be in existence following the Amendment No. 7 and the Secured Notes Designation and (iii) extend, subject to the limitations (if any) contained in the relevant Pledge Agreements, to the obligations assumed by any Loan Party under or in connection with the Amendment No. 7 and the Third Amended and Restated Credit Agreement and to the obligations that are “Additional Obligations” as a result of the Secured Notes Designation, without any further actions.

3. COST

All the Collateral Agent’s costs and expenses shall be reimbursed in accordance with the provisions of Section 9.05 (Expenses, Indemnity) of the Third Amended and Restated Credit Agreement, as amended and restated from time to time.

4. PARTIAL INVALIDITY

If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

5. LAW AND JURISDICTION

This Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Agreement has been duly executed by the parties in seven copies.

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SCHEDULE 1

THE PLEDGORS

1. REYNOLDS GROUP HOLDINGS LIMITED, a company incorporated in New Zealand with registration number 1812226 (“Parent”);

2. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under Luxembourg law with registered office at : 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B128.592 (“BPH I”);

3. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B128.914 (“BPH II”);

4. REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B148.957 (“Lux Issuer”);

5. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B128.135 and having a share capital of EUR 404.969.325 (“BPH III”); and

6. GRAHAM PACKAGING COMPANY, L.P., a limited partnership organized under the laws of the State of Delaware, having its registered office at c/- The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801 USA, registered under number 2436955 (“Graham LP”).

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SCHEDULE 2

PLEDGE AGREEMENTS

1. a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between Parent as pledgor and the Collateral Agent, such pledge being granted over the shares held by Parent in the share capital of BPH I;

2. a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over the shares held by BPH I in the share capital of BPH III;

3. a Luxembourg law share pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over the shares held by BPH I in the share capital of the Lux Issuer;

4. a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into by the Lux Issuer as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by the Lux Issuer towards BPH III under proceeds loan agreements;

5. a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by BPH I towards BPH III;

6. a Luxembourg law profit participating bond pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, such pledge being granted over the Bonds (as defined therein) issued by BPH III and held by BPH I;

7. a Luxembourg law bank accounts pledge agreement dated 5 November 2009 and entered into between BPH I as pledgor and the Collateral Agent, over certain bank accounts opened with the Account Bank (as defined therein) (the “Luxembourg Account Bank”);

8. a Luxembourg law bank accounts pledge agreement dated 5 November 2009 and entered into between the Lux Issuer as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank;

9. a Luxembourg law pledge over receivables agreement dated 2 December 2009 and entered into between the Parent as pledgor and the Collateral Agent in the presence of BPH I, such pledge being granted over certain receivables held by the Parent towards BPH I under an intercompany loan agreement;

10. a Luxembourg law pledge over receivables agreement dated 23 February 2010 and entered into between BPH I as pledgor and the Collateral Agent in the presence of SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, such pledge being granted over certain receivables held by BPH I towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan agreements;

11. a Luxembourg law first ranking pledge over receivables agreement dated 5 November 2009 and entered into between BPH II as pledgor and the Collateral Agent, such pledge being granted over the claims the pledgor owns against BPH I under certain proceeds loans made by BPH II to BPH I;

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12. a Luxembourg law share pledge agreement dated 20 March 2012 and entered into between Graham LP and the Collateral Agent, such pledge being granted over 65% of the shares held by Graham LP in the share capital of Graham Packaging European Holdings (Luxembourg) S.à r.l.;

13. a Luxembourg law pledge over receivables agreement dated 5 November 2009 and entered into between BPH III as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by BPH III towards BPH I;

14. a Luxembourg law bank accounts pledge agreement dated 5 November 2009, as amended on 20 July 2012 and entered into between BPH III as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank;

15. a Luxembourg law pledge over receivables agreement dated 4 May 2010 and entered into between BPH III as pledgor and the Collateral Agent, such pledge to be granted over certain receivables held by BPH III towards SIG Combibloc Holding GmbH; and

16. a Luxembourg law governed share pledge agreement dated 20 March 2012 and entered into between BPH III as pledgor, the Collateral Agent and Beverage Packaging Holdings (Luxembourg) IV S.à r.l. (“BPHL IV”), such pledge to be granted over the shares held by BPH III in the share capital of BPHL IV.

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SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

The Pledgors

REYNOLDS GROUP HOLDINGS LIMITED (formerly known as Rank Group Holdings Limited)

Duly represented by:

/s/ Karen Mower	/s/ Jennie Blizzard
Name: Karen Mower	Witness: Jennie Blizzard
Title: Authorised signatory	Occupation: Lawyer
	Address: Sydney, Austalia

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT

GRAHAM PACKAGING COMPANY, L.P.

BY: GPC OPCO GP LLC, its General Partner

Duly represented by:

/s/ Joseph B. Hanks

Name: Joseph B. Hanks

Title: Vice President and Secretary

EX-4.569

EXHIBIT 4.569

EXECUTION VERSION

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

AND

THE COMPANIES LISTED IN SCHEDULE 1

AS PLEDGORS

CONFIRMATION AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		3
2.	CONFIRMATION		4
3.	COST		4
4.	PARTIAL INVALIDITY		4
5.	LAW AND JURISDICTION		4
SCHEDULE 1 THE PLEDGORS			5
SCHEDULE 2 PLEDGE AGREEMENTS			6

THIS CONFIRMATION AGREEMENT is made on 7 November 2012

BETWEEN:

(1) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”); and

(2) The pledgors listed in schedule 1 (the “Pledgors”).

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November 2009 and entered into between the 2009 Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers.

(C) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(D) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

(E) Pursuant to a merger effective as of 21 December 2010, Beverage Packaging Holdings (Luxembourg) III S.à r.l. has absorbed Reynolds Consumer Products (Luxembourg) S.à r.l. and Closure Systems International (Luxembourg) S.à r.l. (the “Merger”).

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(F) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(G) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(H) On 28 September 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(I) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(J) On or about the date hereof, certain Security Reaffirming Parties (as defined therein), including the Pledgors, Credit Suisse AG as administrative agent, The Bank of New York Mellon, as trustee and collateral agent and Wilmington Trust (London) Limited, as collateral agent, have entered into a reaffirmation agreement (the “Reaffirmation Agreement”) pursuant to which each Security Reaffirming Party (i) reaffirmed the Security Documents (as defined therein) to which they are a party, (ii) confirmed and reaffirmed its respective guarantee of the obligations as provided in the Third Amended and Restated Credit Agreement and (iii) confirmed and reaffirmed that its respective security specified therein extends to the Third Amended and Restated Credit Agreement and to the Additional Obligations as a result of the Secured Notes Designation (as defined below).

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(K) As a condition subsequent to the issuance of the September 2012 Senior Secured Notes and borrowing under the Third Amended and Restated Credit Agreement, the Pledgors have agreed to confirm the security interest granted under each of the pledge agreements (as listed in schedule 2 hereto, the “Pledge Agreements”).

(L) The Obligations in respect of the September 2012 Senior Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated on 28 September 2012 as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Terms defined in the First Lien Intercreditor Agreement and/or the Pledge Agreements shall bear the same meaning herein, unless expressly provided to the contrary.

1.2 In this Agreement:

“2009 Issuers” shall mean the “Issuers” under and as defined in the 2009 Senior Secured Notes Indenture, including their successors in interest.

“2010 Issuers” shall mean the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“February 2011 Issuers” shall mean the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“Loan Documents” shall mean the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” shall mean the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

“Secured Obligations” shall mean the “Secured Obligations” under, and as defined in, each of the Pledge Agreements.

“Secured Parties” shall mean the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

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1.3 This Confirmation Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Confirmation Agreement.

1.4 The Parties agree that this Confirmation Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights , duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

2. CONFIRMATION

Each Pledgor hereby, for the benefit of the Collateral Agent acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement for the benefit of the Secured Parties, expressly (a) confirms its respective pledges and grants of security interests in the Pledge Agreements to which it is a party and (b) agrees and confirms that the Pledge Agreements and each of the security interests created thereunder shall (i) remain in full force and effect in accordance with their terms subject to any applicable Legal Reservations, (ii) continue to secure the Secured Obligations as they shall be in existence following the Amendment No. 7 and the Secured Notes Designation and (iii) extend, subject to the limitations (if any) contained in the relevant Pledge Agreements, to the obligations assumed by any Loan Party under or in connection with the Amendment No. 7 and the Third Amended and Restated Credit Agreement and to the obligations that are “Additional Obligations” as a result of the Secured Notes Designation, without any further actions.

3. COST

All the Collateral Agent’s costs and expenses shall be reimbursed in accordance with the provisions of Section 9.05 (Expenses, Indemnity) of the Third Amended and Restated Credit Agreement, as amended and restated from time to time.

4. PARTIAL INVALIDITY

If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

5. LAW AND JURISDICTION

This Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Agreement has been duly executed by the parties in four copies.

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SCHEDULE 1

THE PLEDGORS

1. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B165.957 and having a share capital of EUR 12,500.- (“BPH IV”);

2. EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L—5365 Munsbach, Grand-Duchy of Luxembourg, registered with the register of commerce and companies of Luxembourg under number B152.662 and having a share capital of EUR 12,500.- (“Evergreen”); and

3. SIG COMBIBLOC HOLDING GMBH, a German limited liability company, having its registered office at Rurstraße 58, 52441 Linnich, Germany, and registered with the Commercial Register of the Local Court Düren under HR B 5751 (“SIG”).

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SCHEDULE 2

PLEDGE AGREEMENTS

1. a Luxembourg law share pledge agreement dated 20 March 2012 and entered into between BPH IV as pledgor, the Collateral Agent and Beverage Packaging Factoring (Luxembourg) S.à r.l. (“BPFL”), such pledge to be granted over the shares held by BPH IV in the share capital of BPFL;

2. a Luxembourg law bank accounts pledge agreement dated 20 March 2012 and entered into by BPH IV as pledgor and the Collateral Agent, such pledge being granted over certain cash bank accounts opened in the name of BPH IV with the Account Bank (as such term is defined therein);

3. a Luxembourg law bank accounts pledge agreement dated 4 May 2010 and entered into between Evergreen as pledgor and the Collateral Agent, over certain bank accounts opened in the name of Evergreen with the Account Bank (as such term is defined therein); and

4. a Luxembourg law pledge over shares agreement dated 4 May 2010 and entered into between SIG as pledgor and the Collateral Agent, such pledge being granted over certain shares of Evergreen held by SIG.

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SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Orla Forrester

Name: Orla Forrester

Title: Vice President

The Pledgors

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

SIGNATURE PAGE—LUXEMBOURG CONFIRMATION AGREEMENT

SIG COMBIBLOC HOLDING GMBH

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

EX-4.570

EXHIBIT 4.570

EXECUTION VERSION

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

AS PLEDGOR

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

PLEDGE OVER RECEIVABLES AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		3
2.	PLEDGE OVER PLEDGED CLAIMS		5
3.	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS		6
4.	POWER OF ATTORNEY		8
5.	REMEDIES UPON DEFAULT		8
6.	EFFECTIVENESS OF COLLATERAL		9
7.	INDEMNITY		10
8.	DELEGATION		10
9.	RIGHTS OF RECOURSE		10
10.	PARTIAL ENFORCEMENT		11
11.	COSTS AND EXPENSES		11
12.	CURRENCY CONVERSION		11
13.	NOTICES		11
14.	SUCCESSORS		11
15.	AMENDMENTS AND PARTIAL INVALIDITY		12
16.	LAW AND JURISDICTION		12

THIS PLEDGE AGREEMENT has been entered into on 7 November 2012

BETWEEN

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B165.957 and having a share capital of USD 20,000.- (the “Pledgor”); and

(2) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”);

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November 2009 and entered into between the 2009 Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers.

(C) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(D) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

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(E) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between, amongst others, the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(F) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(G) On 28 September 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(H) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(I) The Obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined therein) have been designated on 28 September 2012 as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(J) As a condition subsequent to the issuance of the September 2012 Senior Secured Notes Indenture and borrowing under the Third Amended and Restated Credit Agreement, the Pledgor has agreed, for the payment and discharge of and as security for all of the Secured Obligations (as defined below), to enter into this pledge agreement (the “Pledge Agreement”) which the Pledgor declares to be in its best corporate interest.

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IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in any notice given under this Pledge Agreement.

1.2 In this Pledge Agreement:

“2009 Issuers” shall mean the “Issuers” under and as defined in the 2009 Senior Secured Notes Indenture, including their successors in interest.

“2010 Issuers” shall mean the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“Applicable Representative” has the meaning ascribed to such term in the First Lien Intercreditor Agreement.

“Agreed Security Principles” has the meaning it is given in the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Third Amended and Restated Credit Agreement shall prevail.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“Business Day” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

“Debtor” means Beverage Packaging Factoring (Luxembourg) S.à r.l., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B166.005 and having a share capital of USD 40,000.-.

“Debtors” means the Debtor and the Future Debtors.

“Event of Default” means an “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

“February 2011 Issuers” shall mean the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

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“Future Debtors” means any and all persons being or becoming debtor to the Pledgor after the date hereto except for the Debtor.

“Group” means Reynolds Group Holdings Limited and its subsidiaries from time to time.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

“Issuers” shall mean the “Issuers” under and as defined in the Senior Secured Notes Indentures, including their successors in interest.

“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group Holdings Limited).

“Luxembourg Loan Agreements” means any actual and future loans granted by the Pledgor to the Debtor from time to time, including the loans pursuant to the SLIA.

“Pledged Claims” means all claims, regardless of the nature thereof (including interest, default interest, commissions, expenses, costs, indemnities and any other amounts due thereunder), whether actual, future or contingent, whether owed jointly or severally, and whether subordinated or not, owed by the Debtor to the Pledgor under the Luxembourg Loan Agreements as well as any other loan agreement or other debt instrument and receivables owed to the Pledgor by any Debtor (the “Future Receivables”), together with, to the largest extent permitted by law, any accessory rights, claims or actions, including any security interest or rights, under whatever law, attaching to such claims or granted to the Pledgor as security for such claims.

“Principal Finance Documents” means the Third Amended and Restated Credit Agreement, the Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.

“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have against any Loan Party or any other person having granted security or given a guarantee for the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge including, in particular, the Pledgor’s right of recourse against any such entity under the terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation or any other similar right, action or claim under any applicable law.

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“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents (including, for the avoidance of doubt, any liability in respect of any further advances made under the Loan Documents or resulting from an amendment or an increase of the principal amount of the Facilities), together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“Senior Secured Notes Indentures” means the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Secured Notes Indenture.

“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

“SLIA” shall mean the Luxembourg law governed subordinated loan and intercreditor agreement dated November [7], 2012, entered into between the Debtor as borrower, the Pledgor as subordinated lender and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as administrative agent (the “Administrative Agent”).

1.3 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement (other than SLIA, but including this Pledge Agreement, the First Lien Intercreditor Agreement, the Third Amended and Restated Credit Agreement or any other Loan Document) is a reference to such agreement as amended, varied, modified or supplemented (however fundamentally) from time to time. Clause headings are for ease of reference only.

1.5 This Pledge Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Pledge Agreement.

2. PLEDGE OVER PLEDGED CLAIMS

2.1 The Pledgor pledges the Pledged Claims in favour of the Collateral Agent acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority pledge (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations.

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2.2 The Pledgor shall, simultaneously with the execution of this Pledge, notify this Pledge to the Debtor, with copy to the Collateral Agent, such notice to be substantially in the form set-out in Schedule 1, and undertakes to use reasonable endeavours to obtain a duly executed acknowledgement (substantially in the form set out in Schedule 2 hereto) by the Debtor and to provide evidence thereof to the Collateral Agent.

2.3 The Pledgor shall within three (3) months of the end of each calendar year ending after 1 January 2012, notify this Pledge to any Future Debtor that has not received notice (provided that no notice shall be required to be given to any third party trade debtor not within the Group unless an Event of Default has occurred and is continuing), with copy to the Collateral Agent, such notice to be substantially in the form set out in Schedule 1 and undertakes to use reasonable endeavours to obtain a duly executed acknowledgement (substantially in the form set out in Schedule 2 hereto) by the Future Debtor and to provide evidence thereof to the Collateral Agent.

2.4 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with such perfection steps within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent (provided that no notice shall be required to be given to any third party trade debtor not within the Group unless an Event of Default has occurred and is continuing).

2.5 Provided that no Event of Default has occurred and is continuing, the Pledgor is authorised by the Collateral Agent to collect and exercise any rights and claims in respect of the Pledged Claims in accordance with the Principal Finance Documents.

2.6 The Pledgor undertakes that, during the subsistence of this Pledge Agreement it will not grant any pledge with a lower ranking without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

2.7 The Collateral Agent acknowledges and accepts the terms of the SLIA, in particular clause 8 (Bankruptcy;Insolvency) thereof and the assignment and rights of the Administrative Agent contained therein.

3. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

3.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted by the Principal Finance Documents and as provided for in the SLIA:

3.1.1 no counterclaims as to which a right to set-off or right of retention could be exercised exist with respect to the Pledged Claims except those permitted to exist under the Principal Finance Documents and as provided for in the SLIA; and

3.1.2 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Third Amended and Restated Credit Agreement.

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3.2 Unless permitted by the terms of the Principal Finance Documents and as provided for in the SLIA, except with the Collateral Agent’s prior written consent, the Pledgor shall not:

3.2.1 sell or otherwise dispose of all or any of its rights, title and interest in the Pledged Claims; or

3.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Pledged Claims (other than, for the avoidance of doubt, the Pledge, and liens and privileges arising mandatorily by law).

3.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles and the terms of the SLIA, during the subsistence of this Pledge Agreement:

3.3.1 it will ensure that no counterclaims as to which a right to set-off or right of retention could be exercised will exist with respect to the Pledged Claims except those permitted to exist under the Principal Finance Documents;

3.3.2 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement and in particular to deliver any Notice of Pledge to any Future Debtor in accordance with Clause 2.3 hereof;

3.3.3 it shall act in good faith and, unless otherwise permitted by the Principal Finance Documents, not knowingly take any steps nor do anything which would adversely affect the existence of the Pledge created hereunder;

3.3.4 it shall inform the Collateral Agent as soon as possible in case the Pledge is prejudiced or jeopardised by actions of third parties (including, but without being limited to, by attachments). Such information shall be accompanied, in case of any attachment, by a copy of the order for attachment, as well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions. Subject to Clause 11 (Costs and Expenses) hereof, all reasonable and adequately documented costs and expenses for any actions of intervention and measures of the Collateral Agent shall be borne by the Pledgor. This shall also apply to the institution of legal action, which the Collateral Agent may consider necessary; and

3.3.5 it shall notify the Collateral Agent as soon as possible of any event or circumstance which would have a material adverse effect on the validity or enforceability of this Pledge Agreement.

3.4 Subject to the Agreed Security Principles, the Pledgor hereby undertakes that it will comply with all reasonably necessary procedures and fulfil all perfection requirements reasonably required for the effectiveness and the enforceability of this Pledge against the Pledgor, including but not limited thereto all the measures foreseen under Luxembourg and Austrian law or the law of any other relevant jurisdiction.

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4. POWER OF ATTORNEY

4.1 The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged Claims must be carried out as described in Clause 5 (Remedies upon Default) hereunder. The powers under this Clause 4.1 shall only be exercised upon the occurrence of an Event of Default and provided that such Event of Default is continuing, or if the Pledgor has failed to comply with a further assurance or any perfection obligation hereunder within 10 Business Days of being notified of that failure.

4.2 The Pledgor shall ratify and confirm all things done and all documents executed by the Collateral Agent in the exercise of that power of attorney.

4.3 The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under Clause 4.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

5. REMEDIES UPON DEFAULT

5.1 Upon the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to realise the Pledged Claims in the most favourable manner provided for by Luxembourg law and in particular the Financial Collateral Law, and may, in particular, but without limitation,

5.1.1 appropriate the Pledged Claims in which case the Pledged Claims will be valued at their fair value, as determined by an independent expert appointed by the Collateral Agent, to the extent possible among the members of the Institut Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be made or no valuation can be obtained within a reasonable time, by the Collateral Agent in its commercially reasonable discretion. The Collateral Agent may appoint a qualified third party to make (or to assist the Collateral Agent in making) such valuation;

5.1.2 sell the Pledged Claims in a private sale at normal commercial terms (conditions commerciales normales); or

5.1.3 request direct payment of the Pledged Claims from the Debtors and the Collateral Agent (or the Secured Parties, as the case may be) may proceed to a set-off between the Pledged Claims and the Secured Obligations (each time in accordance with the terms of the Financial Collateral Law).

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5.2 The Collateral Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.

6. EFFECTIVENESS OF COLLATERAL

6.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with the terms of Clause 6.2 of the Pledge Agreement.

6.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.

6.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.

6.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent in perfecting or enforcing any security interest or rights or remedies that the Secured Parties or the Collateral Agent may now or at any time in the future have from or against the Pledgor or any other person.

6.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.

6.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:

6.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;

6.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;

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6.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or

6.6.4 any other act, event or omission which, but for this Clause 6.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.

6.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.

6.8 Subject to the terms of the Principal Finance Documents, neither the Secured Parties, nor the Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Claims or (c) the realisation of all or any part of the Pledged Claims, except in the case of bad faith, gross negligence or wilful misconduct upon their part.

7. INDEMNITY

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Claims.

8. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent itself.

9. RIGHTS OF RECOURSE

9.1 For as long as the Secured Obligations are outstanding and have not been unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (“saisie-arrêt conservatoire”) or by way of set-off).

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9.2 The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against whom the Rights of Recourse are to be exercised has come under the direct or indirect control of the Collateral Agent or the Secured Parties or any third party following or in connection with, the enforcement of any security granted in connection with the Secured Obligations.

9.3 Without prejudice to Clause 9.1 above, this clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 6.2 of this Pledge Agreement).

10. PARTIAL ENFORCEMENT

Subject to Clause 5 (Remedies upon Default), the Collateral Agent shall be entitled, to request enforcement of the Pledge over all or part of the Pledged Claims in its most absolute discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge created hereunder over the Pledged Claims, as it then shall be. The Pledge shall continue to remain in full and valid existence until enforcement, discharge or termination hereof, as the case may be.

11. COSTS AND EXPENSES

Section 9.05 (Expenses, Indemnity) of the Third Amended and Restated Credit Agreement applies to this Pledge Agreement.

12. CURRENCY CONVERSION

Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the discharge of, any of the Secured Obligations the Collateral Agent may convert any money received, recovered or realised or subject to application by it under this Pledge Agreement from one currency to another, as the Collateral Agent (acting reasonably) may think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

13. NOTICES

Any notice or demand to be served by one person on another pursuant to this Pledge Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

14. SUCCESSORS

14.1 This Pledge Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Parties or the Collateral Agent, and references to the Secured Parties or the Collateral Agent shall be deemed to include any assignee or successor in title of the Secured Parties or the Collateral Agent and any person who, under any applicable law, has assumed the rights and obligations of the Secured Parties or the Collateral Agent hereunder or to which under such laws the same have been transferred or novated or assigned in any manner.

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14.2 For the purpose of Articles 1278 et seq .of the Luxembourg Civil Code and any other relevant legal provisions, to the extent required under applicable law and without prejudice to any other terms hereof or of any other Loan Documents and in particular Clause 14.1 hereof, the Secured Parties and the Collateral Agent hereby expressly reserve and the Pledgor agrees to the preservation of this Pledge Agreement and the security interest created thereunder in case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising under the Loan Documents.

14.3 To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Collateral Agent to make any notifications and/or to proceed to any required registrations, or to take any other steps, and undertakes to do so itself if so requested by the Collateral Agent.

15. AMENDMENTS AND PARTIAL INVALIDITY

15.1 Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall require written form.

15.2 If any provision of this Pledge Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

16. LAW AND JURISDICTION

This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Pledge Agreement has been duly executed by the parties in two originals.

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SCHEDULE 1

NOTICE OF PLEDGE TO ANY DEBTOR

(ON THE LETTERHEAD OF THE PLEDGOR)

Date _____________

To: [Debtor]

[Details]

Copy to: THE BANK OF NEW YORK MELLON

101 Barclay Street, 4E

New York, N.Y. 10286

Attn: International Corporate Trust

Dear Sirs,

Notice of new Pledge

We refer to the receivables in the amount of                     your Company owes to us as well as any accessories, rights, claims or actions and, for the avoidance of doubt, including interest, default interest, commissions expenses, cost, indemnities and any other amount due thereunder (the “Receivables”).

We hereby give you notice, for the purpose of the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended, as well as any other applicable laws, if any, of a pledge granted by ourselves pursuant to a pledge agreement dated                     2012 in favour of The Bank of New York Mellon, acting for itself and as collateral agent for the benefit of the Secured Parties (as defined therein) over the Receivables.

We kindly ask you to return the attached acknowledgement form, duly executed, to our above address, with a copy to the Collateral Agent.

Yours sincerely,

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

Represented by:

Name:

Title:

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SCHEDULE 2

FORM OF ACKNOWLEDGEMENT

(ON THE LETTERHEAD OF THE DEBTOR)

Date ________________

To: BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

6, rue Gabriel Lippmann

L-5365 Munsbach

Grand-Duchy of Luxembourg

Copy to: THE BANK OF NEW YORK MELLON

 101 Barclay Street, 4E

 New York, N.Y. 10286

 Attn: International Corporate Trust

Dear Sirs,

Notice of new Pledge

We refer to the notice of pledge dated                     2012 and regarding a pledge over receivables agreement dated                     2012 (the “Pledge Agreement”) entered into between The Bank of New York Mellon as collateral agent acting for itself and for the benefit of the Secured Parties (as defined in the Pledge Agreement) and Beverage Packaging Holdings (Luxembourg) IV S.à r.l. as pledgor for the purpose of creating a pledge over the Pledged Claims (as defined therein).

We acknowledge receipt of this notice of pledge as well as the security interest created by the Pledge Agreement.

Yours sincerely,

[the Debtor]

Name:

Title:

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SIGNATURE PAGE—PLEDGE OVER RECEIVABLES

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Orla Forrester

Name: Orla Forrester

Title: Vice President

The Pledgor

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

Duly represented by:

/s/ Karen Mower

Name: Karen Mower

Title: Authorised Signatory

EX-4.571

EXHIBIT 4.571

EXECUTION VERSION

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.

AS PLEDGOR

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

AS COMPANY

PLEDGE OVER CPECS AGREEMENT

(BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		3
2.	PLEDGE OVER PLEDGED PORTFOLIO		5
3.	VOTING RIGHTS AND INTERESTS		6
4.	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS		7
5.	POWER OF ATTORNEY		8
6.	REMEDIES UPON DEFAULT		9
7.	EFFECTIVENESS OF COLLATERAL		9
8.	INDEMNITY		10
9.	DELEGATION		11
10.	RIGHTS OF RECOURSE		11
11.	PARTIAL ENFORCEMENT		11
12.	COSTS AND EXPENSES		11
13.	CURRENCY CONVERSION		12
14.	NOTICES		12
15.	SUCCESSORS		12
16.	AMENDMENTS AND PARTIAL INVALIDITY		12
17.	LAW AND JURISDICTION		13

THIS PLEDGE AGREEMENT has been entered into on November 7, 2012

BETWEEN

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B128135 and having a share capital of EUR 404.969.325 (the “Pledgor”);

(2) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”); and

(3) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand-duchy of Luxembourg registered with the Luxembourg register of commerce and companies under the number B165957 and having a share capital of USD 20,000 (the “Company”).

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) Pursuant to an indenture (the “2009 Senior Secured Notes Indenture”) dated 5 November 2009 and entered into between the 2009 Issuers (as defined below), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2009 Issuers.

(C) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee under the 2009 Senior Secured Notes Indenture, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

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(D) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

(E) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(F) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(G) On 28 September 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(H) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(I) The Obligations in respect of the September 2012 Senior Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) have been designated on 28 September 2012 as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

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(J) As a condition subsequent to the issuance of the September 2012 Senior Secured Notes and borrowing under the Third Amended and Restated Credit Agreement, the Pledgor has agreed, for the payment and discharge of and as security for all of the Secured Obligations (as defined below), to enter into this pledge agreement (the “Pledge Agreement”) which the Pledgor declares to be in its best corporate interest.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in any notice given under this Pledge Agreement.

1.2 In this Pledge Agreement:

“2009 Issuers” means the “Issuers” under and as defined in the 2009 Senior Secured Notes Indenture, including their successors in interest.

“2010 Issuers” means the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“Applicable Representative” has the meaning ascribed to such term in the First Lien Intercreditor Agreement.

“Agreed Security Principles” has the meaning it is given in the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Third Amended and Restated Credit Agreement shall prevail.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“Business Day” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

“CPECs Register” means the register of Series A CPECs-holders of the Company.

“Event of Default” means an “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

“February 2011 Issuers” means the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

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“Future PECs” means any series of similar preferred equity certificates issued by the Company from time to time and that will be held by, to the order or on behalf of the Pledgor at any time.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

“Issuers” shall mean the “Issuers” under and as defined in the Senior Secured Notes Indentures, including their successors in interest.

“Issuance Date” means 30 October 2012.

“Legal Reservations” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” means the “Grantors”, under and as defined, in the First Lien Intercreditor Agreement.

“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group Holdings Limited).

“PECs” means the Series A CPECs and the Future PECs.

“PECs Register” means, as applicable, the CPECs Register or any register of Future PECs.

“Pledged Portfolio” means the PECs and the Related Assets.

“Principal Finance Documents” means the Third Amended and Restated Credit Agreement, the Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.

“Related Assets” “ means interest and yield paid in cash or other interests, redemption amounts, distributions or rights to distributions of any kind received in respect of the PECs and all other rights, benefits and proceeds (including the proceeds from any sale of the PECs following an enforcement of this Pledge that are not used to discharge the Secured Obligations) in respect of or derived from the PECs (whether by way of redemption, liquidation, bonus, preference, option, substitution, conversion or otherwise) except to the extent these constitute PECs.

“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have against any Loan Party or any other person having granted security or given a guarantee for the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge including, in particular, the Pledgor’s right of recourse against any such entity under the terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation or any other similar right, action or claim under any applicable law.

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“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents (including, for the avoidance of doubt, any liability in respect of any further advances made under the Loan Documents or resulting from an amendment or an increase of the principal amount of the Facilities), together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“Senior Secured Notes Indentures” means the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Secured Notes Indenture.

“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

“Series A CPECs” means all of the convertible preferred equity certificates that were issued by the Company on the Issuance Date and that will be held by, to the order or on behalf of the Pledgor at any time.

1.3 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Pledge Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge Agreement, the First Lien Intercreditor Agreement, the Third Amended and Restated Credit Agreement or any other Loan Document) is a reference to such agreement as amended, varied, modified or supplemented (however fundamentally) from time to time. Clause headings are for ease of reference only.

1.5 This Pledge Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Pledge Agreement.

2. PLEDGE OVER PLEDGED PORTFOLIO

2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations.

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2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in its CPECs Register and to provide to the Collateral Agent a certified copy of the CPECs Register evidencing such registration on the date hereof.

2.3 The following wording shall be used for the registration in the relevant PECs Register:

“Pursuant to a pledge agreement dated             2012, all [Series A CPECs] in the Company owned from time to time by Beverage Packaging Holdings (Luxembourg) III S.à r.l., and, in particular, the             [Series A CPECs] owned on the date of the present registration and any future [Series A CPECs] acquired by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in the future, have been pledged in favour of The Bank of New York Mellon acting for itself and as collateral agent for the benefit of the secured parties.”

2.4 The Pledgor and the Collateral Agent request the Company and the Company undertakes to provide to the Collateral Agent a certified copy of the relevant PECs Register evidencing the issuance and/or the registration of any Future PECs promptly following the date of such issuance.

2.5 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps within 2 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future PECs, in particular the registration formalities foreseen in 2.3 hereof, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future PECs.

2.6 The Pledgor and the Collateral Agent hereby give power to any member of the board of managers of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further PECs in the relevant PECs Register.

2.7 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

3. VOTING RIGHTS AND INTERESTS

3.1 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the PECs and exercise all other rights and powers in respect of the PECs in a manner which does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the PECs.

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3.2 Following the occurrence of an Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attaching to the PECs in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit (including for the avoidance of doubt, in relation to the removal and appointment of managers). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor’s ownership of the pledged PECs, the Collateral Agent may exercise any voting rights attaching to the PECs as well as the rights of the Pledgor as PECs-holder in relation to the convening of PECs-holder meetings or the adoption of written PECs-holder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of managers to convene PECs-holder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the PECs for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

3.3 As long as this Pledge Agreement remains in force and unless an Event of Default which is continuing has occurred, the Pledgor shall be entitled to receive all interest and yield paid in cash or other interests, redemption amounts, distributions or rights to distributions derived from such PECs if and to the extent such payments and distributions are permitted by the Principal Finance Documents.

3.4 Following the occurrence of an Enforcement Event which is continuing, the Collateral Agent shall be entitled to receive all interest and yield paid in cash or other interests, redemption amounts, distributions or rights to distributions derived from such PECs and to apply them in accordance with the terms of the Loan Documents.

4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents:

4.1.1 the Pledgor has not sold or disposed of all or any of its rights, benefits and proceeds in the Pledged Portfolio; and

4.1.2 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Third Amended and Restated Credit Agreement.

4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not:

4.2.1 sell or otherwise dispose of all or any of the PECs or of its rights, benefits and proceeds in the Pledged Portfolio; or

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4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law).

4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement:

4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; and

4.3.2 as PECs-holder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and

4.3.3 without prejudice to Clause 3 (Voting Rights and Interests), to inform the Collateral Agent of any meeting of the PECs-holder, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to issue new PECs.

5. POWER OF ATTORNEY

5.1 The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged Portfolio must be carried out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause 5.1 shall only be exercised upon the occurrence of an Event of Default and provided that such Event of Default is continuing, or if the Pledgor has failed to comply with a further assurance or any perfection obligations hereunder within 10 Business Days of being notified of that failure.

5.2 The Pledgor shall ratify and confirm all things done and all documents executed by the Collateral Agent in the exercise of that power of attorney.

5.3 The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under this Clause 5.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

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6. REMEDIES UPON DEFAULT

6.1 Upon the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to realise the Pledged Portfolio in the most favourable manner provided for by Luxembourg law and in particular the Financial Collateral Law and may, in particular, but without limitation,

6.1.1 appropriate the Pledged Portfolio in which case the Pledged Portfolio will be valued at its fair value, as determined by an independent expert appointed by the Collateral Agent, to the extent possible among the members of the Institut Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be made or no valuation can be obtained within a reasonable time, by the Collateral Agent in its commercially reasonable discretion. The Collateral Agent may appoint a qualified third party to make (or to assist the Collateral Agent in making) such valuation;

6.1.2 sell the Pledged Portfolio in a private sale at normal commercial terms (conditions commerciales normales), or in a sale organised by a stock exchange (to be chosen by the Collateral Agent), or in a public sale (organised at the discretion of the Collateral Agent and which, for the avoidance of doubt, does not need to be made by or within a stock exchange);

6.1.3 request a judicial decision that the Pledged Portfolio shall be attributed to the Collateral Agent in discharge of the Secured Obligations following a valuation of the Pledged Portfolio made by a court appointed expert; or

6.1.4 proceed to a set off between the Secured Obligations and the Pledged Portfolio.

6.2 The Collateral Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.

7. EFFECTIVENESS OF COLLATERAL

7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.

7.2 The Pledge shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.

7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.

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7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.

7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.

7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:

7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;

7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;

7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or

7.6.4 any other act, event or omission which, but for this Clause 7.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.

7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.

7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.

8. INDEMNITY

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Portfolio.

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9. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit, which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent itself.

10. RIGHTS OF RECOURSE

10.1 For as long as the Secured Obligations are outstanding and have not been unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (“saisie-arrêt conservatoire”) or by way of set-off).

10.2 The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against whom the Rights of Recourse are to be exercised has come under the direct or indirect control of the Collateral Agent or the Secured Parties or any third party following or in connection with, the enforcement of any security granted in connection with the Secured Obligations.

10.3 Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.2 of this Pledge Agreement).

11. PARTIAL ENFORCEMENT

Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to request enforcement of all or part of the Pledged Portfolio in its most absolute discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge created hereunder over the Pledged Portfolio, as it then shall be (and in particular those PECs which have not been subject to enforcement). The Pledge shall continue to remain in full and valid existence until enforcement, discharge or termination hereof, as the case may be.

12. COSTS AND EXPENSES

Section 9.05 (Expenses; Indemnity) of the Third Amended and Restated Credit Agreement applies to this Pledge Agreement.

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13. CURRENCY CONVERSION

Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the discharge of, any of the Secured Obligations the Collateral Agent may convert any money received, recovered or realised or subject to application by it under this Pledge Agreement from one currency to another, as the Collateral Agent (acting reasonably) may think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

14. NOTICES

Any notice or demand to be served by one person on another pursuant to this Pledge Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

15. SUCCESSORS

15.1 This Pledge Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Parties or the Collateral Agent, and references to the Secured Parties or the Collateral Agent shall be deemed to include any assignee or successor in title of the Secured Parties or the Collateral Agent and any person who, under any applicable law, has assumed the rights and obligations of the Secured Parties or the Collateral Agent hereunder or to which under such laws the same have been transferred or novated or assigned in any manner.

15.2 For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other relevant legal provisions, to the extent required under applicable law and without prejudice to any other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof, the Secured Parties and the Collateral Agent hereby expressly reserve and the Pledgor agrees to the preservation of this Pledge Agreement and the Pledge in case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising under the Loan Documents.

15.3 To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Collateral Agent to make any notifications and/or to require any required registrations to be made in the PECs Register, or to take any other steps, and undertakes to do so itself if so requested by the Collateral Agent.

15.4 The Pledgor, Collateral Agent and the Company expressly confirm and agree that Clause 8.2 (Registration and Transfer) of the terms and conditions of the Series A CPECs and any similar provisions in the terms and conditions of Future PECs is not applicable for the creation or the enforcement of this Pledge either by the Collateral Agent itself or any of its successors, assignees or transferees.

16. AMENDMENTS AND PARTIAL INVALIDITY

16.1 Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall require written form.

16.2 If any provision of this Pledge Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this

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Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

17. LAW AND JURISDICTION

This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Pledge Agreement has been duly executed by the parties in three originals.

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SIGNATURE PAGE—PLEDGE OVER CPECS IN BEVERAGE PACKAGING

HOLDINGS (LUXEMBOURG) IV S.À R.L.

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Orla Forrester            

Name: Orla Forrester

Title: Vice President

The Pledgor

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L

Duly represented by:

/s/ Karen Mower        

Name: Karen Mower

Title: Authorised Signatory

The Company

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.

Duly represented by:

/s/ Karen Mower        

Name: Karen Mower

Title: Authorised Signatory

SIGNATURE PAGE

EX-4.572

EXHIBIT 4.572

Execution Version

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY EMAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.

This Acknowledgment Agreement (Convenio de Reconocimiento) is entered into on this 7th day of November, 2012 (the “Agreement”), by and among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Reynolds Metals Company de México, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv México, S. de R.L. de C.V. and Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), as pledgors under the Pledge Agreements (as defined below), and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee under the Pledge Agreements, in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Pledge Agreements.

Recitals

I. First Pledge Agreement. On January 29, 2010, Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., and Técnicos de Tapas Innovativas, S.A. de C.V., as pledgors, and the Pledgee entered into a floating lien pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “First Pledge Agreement”). A copy of the First Pledge Agreement together with the acknowledgement agreements dated May 4, 2010, November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the First Pledge Agreement are attached hereto as Exhibit “A”.

II. Second Pledge Agreement. On May 4, 2010, Evergreen Packaging México, S. de R.L. de C.V., as pledgor, and The Bank of New York Mellon, as pledgee, entered into a floating lien pledge agreement (as amended, extended,

restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Second Pledge Agreement”). A copy of the Second Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Second Pledge Agreement are attached hereto as Exhibit “B”.

III. Third Pledge Agreement. On September 1, 2010, Maxpack, S. de R.L. de C.V. (as of December 31, 2011, Maxpack, S. de R.L. de C.V. ceased to exist following the merger with and into Pactiv Foodservice México, S. de R.L. de C.V., (formerly known as Central de Bolsas, S. de R.L. de C.V.) with the latter as the surviving entity,) and Reynolds Metals Company de México, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon, as pledgee, entered into a floating lien pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Third Pledge Agreement”). A copy of the Third Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Third Pledge Agreement are attached hereto as Exhibit “C”.

IV. Fourth Pledge Agreement. On April 19, 2011, Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., and Pactiv México, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon, as pledgee, entered into a floating lien pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Fourth Pledge Agreement”, and together with the First Pledge Agreement, the Second Pledge Agreement, and the Third Pledge Agreement, the “Pledge Agreements”). A copy of the Fourth Pledge Agreement together with the acknowledgement agreement dated September 8, 2011 relating to the Fourth Pledge Agreement are attached hereto as Exhibit “D”.

V. Incremental Assumption Agreement. On September 28, 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the lenders from time to time party thereto and the Administrative Agent (as defined therein) entered into the Amendment No. 7 and Incremental Term Loan Assumption Agreement (the “Incremental Assumption Agreement”) pursuant to which the Credit Agreement was amended and restated as set out in Annex A thereto (the “Third Amended and Restated Credit Agreement”).

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VI. September 2012 Secured Notes Indenture. On September 28, 2012, the Issuers (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, entered into an indenture (the “September 2012 Secured Notes Indenture”) pursuant to which certain secured notes were issued by the Issuers.

VII. Secured Notes Designation. The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) were designated as “Additional Obligations” on September 28, 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

Representations and Warranties

I. Each of the Pledgors hereby represents and warrants, with respect to itself, through its legal representative, that on the date hereof:

(a) the individual executing this Agreement in the name and on behalf of each of the Pledgors has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Agreement on their behalf and to validly bind each of the Pledgors under the terms herein, as evidenced in public deed numbers 37,628, dated October 30, 2012, 37,577, 37,575, 37576, 37,574, 37,570, 37,568, 37,569, 37,578, 37,580, 37,572, 37,573, and 37,571, all dated October 24, 2012, granted in the notarial record of Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico City, Federal District, and that such powers, authority and corporate or other authorizations have not been revoked, modified or limited in any manner.

NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the parties hereto agree as follows:

Clauses

First.- Acknowledgment. Each Pledgor (a) confirms and agrees that the Pledge Agreements, as applicable, and the Security Interest created thereunder continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated Credit Agreement), and (b) acknowledges and agrees that (i) the Incremental Assumption Agreement constitutes a Loan Document, and (ii) the obligations of the Loan Parties under the Incremental Assumption Agreement, the Third Amended and Restated Credit Agreement and any obligations that are “Additional Obligations” as a result of the Secured Notes Designation, in each case, constitute Secured Obligations under the Pledge Agreements.

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Second.- No Novation. The parties hereby expressly agree that this Agreement shall not extinguish the obligations for the payment of money outstanding under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. Each Pledge Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

The parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

Third.- Entire Agreement. The parties hereby expressly agree that this Agreement is and shall be deemed a part of each Pledge Agreement and, for such reason, all references made in or with respect to each Pledge Agreement, shall include this Agreement.

Fourth.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.

Fifth.- Language. This Agreement is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.

[Signature page continues]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

The Pledgors:

Grupo CSI de México, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Bienes Industriales del Norte, S.A. de C.V.

Técnicos de Tapas Innovativas, S.A. de C.V.

Evergreen Packaging México, S. de R.L. de C.V.

Reynolds Metals Company de México, S. de R.L. de C.V.

Pactiv Foodservice México, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Pactiv México, S. de R.L. de C.V.

/s/ Gerardo Ruiz Gutiérrez

Name: Gerardo Ruiz Gutiérrez

Title: Attorney-in-Fact

The Pledgee:

The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.

/s/ Laura Brindisi Reyes Delgado

Name: Laura Brindisi Reyes Delgado

Title: Attorney-in-Fact

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Exhibit “A”

Acknowledgement Agreement

Copy of First Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

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Exhibit “B”

Acknowledgement Agreement

Copy of Second Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

-7-

Exhibit “C”

Acknowledgement Agreement

Copy of Third Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

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Exhibit “D”

Acknowledgement Agreement

Copy of Fourth Pledge Agreement and

Acknowledgement Agreement

[Attached hereto]

-9-

EX-4.573

EXHIBIT 4.573

Execution Version

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY EMAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.

This Acknowledgment Agreement (Convenio de Reconocimiento) is entered into on this 7th day of November, 2012 (the “Agreement”), by and among CSI en Saltillo, S. de R.L. de C.V., as trustor under the Trust Agreement; and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary under the Trust Agreement (as defined below), in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Trust Agreement (as defined below).

Recitals

I. Trust Agreement. On January 29, 2010, the Trustor, the Beneficiary and the Trustee entered into the Irrevocable Security Trust Agreement with Reversion Rights No. F/00737 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Trust Agreement”). A copy of the Trust Agreement together with the acknowledgement agreements dated May 4, 2010, November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Trust Agreement are attached hereto as Exhibit “A”.

II. Incremental Assumption Agreement. On September 28, 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc., as borrowers, Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the lenders from time to time party thereto and the Administrative Agent (as defined therein) entered into the Amendment No. 7 and Incremental Term Loan Assumption Agreement (the “Incremental Assumption Agreement”) pursuant to which the Credit Agreement was amended and restated as set out in Annex A thereto (the “Third Amended and Restated Credit Agreement”).

III. September 2012 Secured Notes Indenture. On September 28, 2012, the Issuers (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, entered into an indenture (the “September 2012 Secured Notes Indenture”) pursuant to which certain secured notes were issued by the Issuers.

IV. Secured Notes Designation. The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) were designated as “Additional Obligations” on September 28, 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

Representations and Warranties

I. The Trustor hereby represents and warrants, through its legal representative, that on the date hereof:

(a) the individual executing this Agreement in the name and on behalf of the Trustor has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Agreement on their behalf and to validly bind the Trustor under the terms herein, as evidenced in public deed number 37,574, dated October 24, 2012, granted in the notarial record of Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico City, Federal District, and that such powers, authority and corporate or other authorizations have not been revoked, modified or limited in any manner.

NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the parties hereto agree as follows:

Clauses

First.- Acknowledgment. The Trustor (a) confirms and agrees that the Trust Agreement and the transfer of the Trust Estate in favor of the Trustee for the Purposes of the Trust continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated Credit Agreement), and (b) acknowledges and agrees that (i) the Incremental Assumption Agreement constitutes a Loan Document, and (ii) the obligations of the Loan Parties under the Incremental Assumption Agreement, the Third Amended and Restated Credit Agreement and any obligations that are “Additional Obligations” as a result of the Secured Notes Designation, in each case, constitute Secured Obligations under the Trust Agreement.

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Second.- No Novation. The parties hereby expressly agree that this Agreement shall not extinguish the obligations for the payment of money outstanding under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. The Trust Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

The parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

Third.- Entire Agreement. The parties hereby expressly agree that this Agreement is and shall be deemed a part of the Trust Agreement and, for such reason, all references made in or with respect to the Trust Agreement, shall include this Agreement.

Fourth.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.

Fifth.- Language. This Agreement is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.

[Signature page continues]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

The Trustor:

CSI en Saltillo, S. de R.L. de C.V.

/s/ Gerardo Ruiz Gutiérrez

Name: Gerardo Ruiz Gutiérrez

Title: Attorney-in-Fact

The Beneficiary:

The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.

/s/ Laura Brindisi Reyes Delgado

Name: Laura Brindisi Reyes Delgado

Title: Attorney-in-Fact

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Exhibit “A”

Acknowledgement Agreement

Copy of Trust Agreement and

Acknowledgement Agreements

[Attached hereto]

-5-

EX-4.574

EXHIBIT 4.574

Execution Version

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY EMAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.

This Acknowledgment Agreement (Convenio de Reconocimiento) is entered into on this 7th day of November, 2012 (the “Agreement”), by and among Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V., Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv LLC (formerly Pactiv Corporation) and Pactiv International Holdings Inc., as pledgors under the Pledge Agreements (as defined below), and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee under the Pledge Agreements, in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Pledge Agreements.

Recitals

I. First Pledge Agreement. On January 29, 2010, Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V. and Closure Systems Mexico Holdings LLC, as pledgors, and the Pledgee entered into an equity interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “First Pledge Agreement”). A copy of the First Pledge Agreement together with the acknowledgement agreements dated May 4, 2010, November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the First Pledge Agreement are attached hereto as Exhibit “A”.

II. Second Pledge Agreement. On May 4, 2010, Evergreen Packaging International B.V., as pledgor, and The Bank of New York Mellon, as pledgee, entered into a partnership interest pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Second Pledge Agreement”). A copy of the

Second Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Second Pledge Agreement are attached hereto as Exhibit “B”.

III. Third Pledge Agreement. On September 1, 2010, Closure Systems International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon, as pledgee, entered into a partnership interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Third Pledge Agreement”). A copy of the Third Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Third Pledge Agreement are attached hereto as Exhibit “C”.

IV. Fourth Pledge Agreement. On April 19, 2011, Grupo CSI de México, S. de R.L. de C.V., Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv LLC (formerly Pactiv Corporation), CSI en Saltillo, S. de R.L. de C.V., and Pactiv International Holdings Inc., as pledgors, and The Bank of New York Mellon, as pledgee, entered into an equity interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Fourth Pledge Agreement”, and together with the First Pledge Agreement, the Second Pledge Agreement and the Third Pledge Agreement, the “Pledge Agreements”). A copy of the Fourth Pledge Agreement, together with the acknowledgement agreement dated September 8, 2011 relating to the Fourth Pledge Agreement are attached hereto as Exhibit “D”.

V. Incremental Assumption Agreement. On September 28, 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the lenders from time to time party thereto and the Administrative Agent (as defined therein) entered into the Amendment No. 7 and Incremental Term Loan Assumption Agreement (the “Incremental Assumption Agreement”) pursuant to which the Credit Agreement was amended and restated as set out in Annex A thereto (the “Third Amended and Restated Credit Agreement”).

VI. September 2012 Secured Notes Indenture. On September 28, 2012, the Issuers(as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, entered into an indenture (the “September 2012 Secured Notes Indenture”) pursuant to which certain secured notes were issued by the Issuers.

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VII. Secured Notes Designation. The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) were designated as “Additional Obligations” on September 28, 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

Representations and Warranties

I. Each of the Pledgors hereby represents and warrants, with respect to itself, through its legal representative, that on the date hereof:

(a) the individual executing this Agreement in the name and on behalf of such Pledgor has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Agreement on its behalf and to validly bind such Pledgor under the terms herein, and in the case of Servicio Terrestre Jaguar, S.A. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., Pactiv Foodservice Mexico; S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., and Servicios Industriales Jaguar, S.A. de C.V., as evidenced in public deed numbers 37,628, dated Ocotber 30, 2012, 37,577, 37,574, 37,569, 37,573, and 37,571, respectively, all dated October 24, 2012, granted in the notarial record of Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico City, Federal District, and that such powers, authority and corporate or other authorizations have not been revoked, modified or limited in any manner.

NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the parties hereto agree as follows:

Clauses

First.- Acknowledgment. Each Pledgor (a) confirms and agrees that the Pledge Agreements, as applicable, and the Security Interest created thereunder continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated Credit Agreement), and (b) acknowledges and agrees that (i) the Incremental Assumption Agreement constitutes a Loan Document, and (ii) the obligations of the Loan Parties under the Incremental Assumption Agreement, the Third Amended and Restated Credit Agreement and any obligations that are “Additional Obligations” as a result of the Secured Notes Designation, in each case, constitute Secured Obligations under the Pledge Agreements.

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Second.- No Novation. The parties hereby expressly agree that this Agreement shall not extinguish the obligations for the payment of money outstanding under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. Each Pledge Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

The parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

Third.- Entire Agreement. The parties hereby expressly agree that this Agreement is and shall be deemed a part of each Pledge Agreement and, for such reason, all references made in or with respect to each Pledge Agreement, shall include this Agreement.

Fourth.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.

Fifth.- Language. This Agreement is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.

[Signature page continues]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

The Pledgors:

Grupo CSI de México, S. de R.L. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Closure Systems International B.V.

/s/ Karen Mower

Name: Karen Mower

Title: Attorney

CSI Mexico LLC

/s/ Stephanie Blackman

Name: Stephanie Blackman

Title: Secretary

CSI en Saltillo, S. de R.L. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Closure Systems Mexico Holdings LLC

/s/ Stephanie Blackman

Name: Stephanie Blackman

Title: Secretary

Evergreen Packaging International B.V.

/s/ Karen Mower

Name: Karen Mower

Title: Attorney

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Reynolds Packaging International B.V.

/s/ Karen Mower

Name: Karen Mower

Title: Attorney

Pactiv Foodservice México, S. de R.L. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Servicios Industriales Jaguar, S.A. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Servicio Terrestre Jaguar, S.A. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Grupo Corporativo Jaguar, S.A. de C.V.

/s/ Karen Mower

Name: Karen Mower

Title: Authorized Signatory

Pactiv LLC

/s/ Helen Golding

Name: Helen Golding

Title: Vice President

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Pactiv International Holdings Inc.

/s/ Helen Golding

Name: Helen Golding

Title: Vice President

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The Pledgee:

The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.

/s/ Orla Forrester

Name: Orla Forrester

Title: Vice President

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Exhibit “A”

Acknowledgement Agreement

Copy of First Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

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Exhibit “B”

Acknowledgement Agreement

Copy of Second Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

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Exhibit “C”

Acknowledgement Agreement

Copy of Third Pledge Agreement and

Acknowledgement Agreements

[Attached hereto]

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Exhibit “D”

Acknowledgement Agreement

Copy of Fourth Pledge Agreement and

Acknowledgement Agreement

[Attached hereto]

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EX-4.575

EXHIBIT 4.575

EXECUTION VERSION

Confirmation and Amendment Agreement

dated 7 November 2012

between

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.à r.l.

SIG COMBIBLOC GROUP AG

SIG ALLCAP AG

SIG COMBIBLOC (SCHWEIZ) AG

SIG TECHNOLOGY AG

SIG COMBIBLOC PROCUREMENT AG

SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

(collectively the “Confirming Grantors”)

and

THE BANK OF NEW YORK MELLON

acting as Collateral Agent under the First Lien Intercreditor Agreement (as defined below)

for itself and for the benefit and for the account of the Secured Parties

(the “Collateral Agent”)

relating to

the Swiss law security documents as listed and described in Schedule 1 hereto

respectively entered into by the Confirming Grantors and the Collateral Agent acting for

itself and for the benefit and for the account of the Secured Parties in connection with the

Loan Documents.

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing

out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

BOREL & BARBEY

Geneva

THIS CONFIRMATION AND AMENDMENT AGREEMENT is entered into as of the Effective Date (as defined in Clause 2 below) and entered into BETWEEN:

(1) Beverage Packaging Holdings (Luxembourg) III S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg and having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered in the Luxembourg register of commerce and companies under file number B 128135, having a share capital of EUR 404,969,325;

(2) SIG Combibloc Group AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.149-2;

(3) SIG allCap AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Industrieplatz, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.013.656-7;

(4) SIG Combibloc (Schweiz) AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-020.3.021.306-8;

(5) SIG Technology AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-160.3.002.649-1;

(6) SIG Combibloc Procurement AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.016.591-1;

(7) SIG Schweizerische Industrie-Gesellschaft AG, a company limited by shares incorporated under the laws of Switzerland, having its registered office at Laufengasse 18, 8212 Neuhausen am Rheinfall, Switzerland and registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.003.796-7;

(the entities under (1) to (7) collectively, the “Confirming Grantors”; the entities under (2) to (7), collectively, the “Swiss Confirming Grantors”), on the one part;

and

(8) The Bank of New York Mellon, having its business address at 101 Barclay Street, 4E, New York, N.Y. 10286, The United States of America, acting under the First Lien Intercreditor Agreement (as defined below) as Collateral Agent for itself and for the benefit and for the account of the Secured Parties (as defined in the applicable Security Documents) (the “Collateral Agent”), on the other part.

RECITALS

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated November 5, 2009 made between, inter alios, Reynolds Group Holdings Inc. (“RGHI”), Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KG aA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers (the “Borrowers”), Reynolds Group Holdings Limited, certain Confirming Grantors as current guarantors, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”), as amended by Amendment No. 1 dated as of January 21, 2010, as further amended by an Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010 (the “Amendment No. 2”), as further amended by an Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010 (the “Amendment No. 3”), as further amended and restated by an Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011 (the “Amendment No. 4”), as further amended by an Amendment No. 5 dated as of March 11, 2011 (the “Amendment No. 5”), as further amended and restated by an Amendment No. 6 and Incremental Term Loan Assumption Agreement dated as of August 9, 2011 (the “Amendment No. 6”), and as further amended and restated by an Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of September 28, 2012 (the “Amendment No. 7”), certain facilities were made available to certain of the Borrowers on the terms and conditions thereof.

(B) Pursuant to a senior secured note indenture dated November 5, 2009 (the “2009 Senior Secured Note Indenture”), as supplemented by various supplemental indentures entered into on or before the date of this Agreement, among, inter alios, the Issuers (as defined therein), the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”) certain senior secured notes due 2016 were issued to certain noteholders on the terms and conditions thereof.

(C) Pursuant to a first lien intercreditor agreement dated November 5, 2009 among The Bank of New York Mellon as collateral agent and as trustee, the Administrative Agent and, among others, the Confirming Grantors, as amended by Amendment No. 1 dated as of January 21, 2010 (which added Wilmington Trust (London) Limited as a collateral agent under the first lien intercreditor agreement) (the “First Lien Intercreditor Agreement”), The Bank of New York Mellon and, later, Wilmington Trust (London) Limited were appointed each as a Collateral Agent (as defined therein) with regard to, among other things, the acquisition, holding and enforcement of Liens on Collateral (both as defined therein).

(D) Pursuant to a senior secured note indenture dated October 15, 2010 (the “2010 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement among, inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, certain senior secured notes due 2019 were issued to certain noteholders on the terms and conditions thereof.

(E) Pursuant to a senior secured note indenture dated February 1, 2011 (the “February 2011 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement, among inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2021 were issued to certain noteholders on the terms and conditions thereof.

(F) Pursuant to a senior secured note indenture dated August 9, 2011 (the “August 2011 Senior Secured Note Indenture”) as supplemented by various supplemental indentures entered into on or before the date of this Agreement among, inter alios, the Issuers (as defined therein) the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2019 were issued to certain noteholders on the terms and conditions thereof.

(G) The Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the First Lien Intercreditor Agreement were supplemented several times by means of guarantor joinders to the Credit Agreement (which also provide for the accession to the First Lien Intercreditor Agreement), supplemental indentures (see also recital (B)) to the 2009 Senior Secured Note Indenture, supplemental indentures (see also recital (D)) to the 2010 Senior Secured Note Indenture, supplemental indentures (see also recital (E)) to the February 2011 Senior Secured Note Indenture and supplemental indentures (see also recital (F)) to the August 2011 Senior Secured Note Indenture.

(H) Pursuant to the Principal Finance Documents, the Parties hereto (and, as applicable, SIG Finanz AG (see recital (O) below) and SIG Schweizerische Industrie-Gesellschaft AG (see recital (Q) below)) have entered into the Swiss law security documents as listed and described in Schedule 1 hereto (the “Security Documents”) over certain assets respectively owned by the Confirming Grantors in order to secure the performance of the Secured Obligations.

(I) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 2 relating to the Credit Agreement and pursuant to which (i) the Credit Agreement has been amended to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 and (ii) certain incremental term lenders have agreed to make available incremental term loans in an amount of USD 800,000,000 to certain of the Borrowers.

(J) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 3 relating to the Credit Agreement and pursuant to which the Credit Agreement has been amended to, inter alia, add an incremental tranche A facility of up to USD 500,000,000 and an incremental tranche D facility of up to USD 1,520,000,000.

(K) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 4 relating to the Credit Agreement and pursuant to which the Credit Agreement has been amended and restated to, inter alia, add new incremental term loans of up to USD 2,325,000,000 and EUR 250,000,000.

(L) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto (as defined in the Credit Agreement), the Lenders from time to time party thereto and the Administrative Agent, among others, have entered into the Amendment No. 5 relating to the Credit Agreement.

(M) RGHI, certain of the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (all as defined in the Credit Agreement), among others, have entered into the Amendment No. 6 relating to the Credit Agreement and pursuant to which the Credit Agreement was amended and restated to, inter alia, add new incremental Tranche C term loans of up to USD 2,000,000,000 (the “Second Amended and Restated Credit Agreement”).

(N) The Confirming Grantors, among others, have entered into Swiss law-governed confirmation and amendment agreements dated May 4, 2010, November 16, 2010, February 1, 2011, February 9, 2011, March 2, 2011 and September 8, 2011, respectively (together the “Swiss Confirmation and Amendment Agreements”), pursuant to which, among other provisions, each of the Confirming Grantors (and SIG Finanz AG and SIG Schweizerische Industrie-Gesellschaft AG, as applicable) has confirmed that the obligations of the Credit Agreement as amended under the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, Amendment No. 5 and the Amendment No. 6, respectively, and the obligations of the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture and the August 2011 Senior Secured Note Indenture are also secured by the security interest created by the Security Documents to which it is a party.

(O) Pursuant to a Swiss statutory merger between SIG Combibloc Group AG and SIG Finanz AG which became effective as of June 15, 2010 (the “Swiss Merger”), all of the rights and obligations of SIG Finanz AG have been assumed by, and transferred to, SIG Combibloc Group AG by operation of law. Therefore, all confirmations and amendments under this Agreement in respect of Security Documents originally entered into by SIG Finanz AG shall be given by SIG Combibloc Group AG, but for (i) the

non-accessory Swiss receivables assignment agreement and Swiss bank account assignment agreement to which SIG Finanz AG was a party and which terminated due to the combination of the receivables / bank accounts of SIG Combibloc Group AG with the receivables / bank accounts of the former SIG Finanz AG and (ii) the accessory Swiss share pledge over the shares of SIG Finanz AG to which SIG Combibloc Group AG was a party and which terminated due to the cancellation of the shares of SIG Finanz AG, all as detailed, inter alia, in Schedule 1 hereto.

(P) Pursuant to a share purchase and contribution agreement between SIG Combibloc Group AG and SIG allCap AG dated May 12, 2011 SIG Combibloc Group AG transferred 100% of its shares of SIG Technology AG to SIG allCap AG, which became the sole shareholder of SIG Technology AG (the “Share Transfer”). Concurrently with the Share Transfer, SIG Combibloc Group AG as original pledgor, SIG allCap AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee, entered into a release and pledge of registered shares dated May 12, 2011, pursuant to which, amongst others, the security created under the pledge of registered shares dated November 5, 2009 and originally entered into between SIG Finanz AG as pledgor (to which due to the Swiss Merger SIG Combibloc Group AG became a party) and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee, and relating to the pledge of shares of SIG Technology AG, was released and a new security over the shares of SIG Technology AG was provided by SIG allCap AG to secure the performance of the Secured Obligations (as defined below).

(Q) Pursuant to a Swiss statutory merger between SIG Combibloc Group AG and SIG Schweizerische Industrie-Gesellschaft AG which became effective as of June 4, 2012, all of the rights and obligations of SIG Schweizerische Industrie-Gesellschaft AG have been assumed by, and transferred to, SIG Combibloc Group AG by operation of law. Therefore, all confirmations and amendments under this Agreement in respect of Security Documents originally entered into by SIG Schweizerische Industrie-Gesellschaft AG shall be given by SIG Combibloc Group AG, but for (i) the non-accessory Swiss receivables assignment agreement and Swiss bank account assignment agreement to which SIG Schweizerische Industrie-Gesellschaft AG was a party and which terminated due to the combination of the receivables / bank accounts of SIG Combibloc Group AG with the receivables / bank accounts of the former SIG Schweizerische Industrie-Gesellschaft AG and (ii) the accessory Swiss share pledge over the shares of SIG Schweizerische Industrie-Gesellschaft AG to which SIG Combibloc Group AG was a party and which terminated due to the cancellation of the shares of SIG Schweizerische Industrie-Gesellschaft AG, all as detailed, inter alia, in Schedule 1 hereto.

(R) With effect as of June 4, 2012, SIG Reinag AG was renamed SIG Schweizerische Industrie-Gesellschaft AG.

(S) RGHI, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (all as defined therein), among others, have entered into the Amendment No. 7 pursuant to which the Second Amended and Restated Credit Agreement has been amended and restated to, inter alia, make available new incremental term loans of up to USD 2,235,000,000 and EUR 300,000,000 (the “Third Amended and Restated Credit Agreement”) which have been used, together with funds otherwise available to RGHL and its subsidiaries, to prepay in full the Existing Outstanding Term Loans (as defined in the Amendment No. 7), amongst other things.

(T) Pursuant to a senior secured note indenture dated September 28, 2012 (the “September 2012 Senior Secured Note Indenture”) entered into among, inter alios, the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain senior secured notes due 2020 (the “September 2012 Senior Secured Notes”) were issued by the Issuers (as defined therein) to certain noteholders on the terms and conditions thereof.

(U) On the Effective Date, the September 2012 Senior Secured Note Indenture and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) are each an “Additional Agreement” under the First Lien Intercreditor Agreement as a result of the designation of the obligations with respect to the September 2012 Senior Secured Note Indenture and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) as “Additional Obligations” under section 5.02(c) of the First Lien Intercreditor Agreement on 28 September 2012, (the “September 2012 Senior Secured Notes Designation”). Each of the Swiss Confirming Grantors has consented to the September 2012 Senior Secured Notes Designation in writing in its resolutions of the board of directors approving, inter alia, this Agreement.

In this respect, it should be noted that the definition of “Loan Documents” in each Security Document (which is defined to include the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement) extends to any “Additional Agreement” (as defined in the First Lien Intercreditor Agreement).

(V) Concurrently with this Agreement, the Confirming Grantors, among others, have entered into a New York law governed reaffirmation agreement dated as of the date hereof in respect of the non-Swiss law security to which, with the exception of SIG Combibloc (Schweiz) AG, each Confirming Grantor is a party and the guarantee of the Credit Agreement by each Confirming Grantor and pursuant to which, among other provisions, each of the Confirming Grantors has, to the extent applicable, (i) ratified and affirmed the Amendment No. 7 and the transactions contemplated thereby, (ii) confirmed and re-affirmed its respective guarantee of the obligations as provided in the Third Amended and Restated Credit Agreement and (iii) save in the case of SIG Combibloc (Schweiz) AG, confirmed and reaffirmed that its respective non-Swiss law security extends to the Third Amended and Restated Credit Agreement and the Additional Obligations as a result of the September 2012 Senior Secured Notes Designation.

(W) The Confirming Grantors and the Collateral Agent (acting for itself and for the benefit and for the account of the Secured Parties) (collectively, the “Parties” and each a “Party”) have agreed to enter into this Agreement in order to ensure that the Security Documents continue to secure the Secured Obligations and extend to all obligations of the Confirming Grantors (i) under the Amendment No. 7 and the Third Amended and Restated Credit Agreement and (ii) in connection with the September 2012 Senior Secured Notes Designation.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND CONSTRUCTION

(a) Unless defined otherwise herein, capitalized terms and expressions used herein shall have the meaning ascribed to them in the Security Documents.

(b) The Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections, indemnities and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.

(c) For the avoidance of doubt, the Parties confirm, in respect of the Security Documents to which they are a party, that any reference in each of the Security Documents, including in this Agreement, to the term “Credit Agreement” shall be read and construed as a reference to the Credit Agreement as amended, varied, novated, supplemented, restated, superseded or extended from time to time, including pursuant to the Amendment No. 7 and the Third Amended and Restated Credit Agreement.

(d) The Confirming Grantors and the Collateral Agent agree that in each Security Document:

“Agreed Security Principles” has the meaning it is given in the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S.à r.l., SIG Combibloc Group AG, SIG Combibloc (Schweiz) AG, SIG Combibloc Procurement AG, SIG allCap AG, SIG Technology AG, and SIG Schweizerische Industrie-Gesellschaft AG as Confirming Grantors and The Bank of New York Mellon as Collateral Agent dated             2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement and, to the extent of any inconsistency, the meaning it is given in the Credit Agreement shall prevail.

“Enforcement Event” means any “Event of Default” as defined in the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S.à r.l., SIG Combibloc Group AG, SIG Combibloc (Schweiz) AG, SIG Combibloc Procurement AG, SIG allCap AG, SIG Technology AG, and SIG Schweizerische Industrie-Gesellschaft AG as Confirming Grantors and The Bank of New York Mellon as Collateral Agent dated             2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement, as the context requires it, provided that any notice, lapse of time or other condition precedent to the occurrence of such Event of Default in the relevant instrument shall have been satisfied.

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture, and the September 2012 Senior Secured Note Indenture (all as defined in the Swiss Confirmation

and Amendment Agreement between Beverage Packaging Holdings (Luxembourg) III S.à r.l., SIG Combibloc Group AG, SIG Combibloc (Schweiz) AG, SIG Combibloc Procurement AG, SIG allCap AG, SIG Technology AG, and SIG Schweizerische Industrie-Gesellschaft AG as Confirming Grantors and The Bank of New York Mellon as Collateral Agent dated             2012) and any other future Additional Agreement as defined in the First Lien Intercreditor Agreement.

(e) The Swiss Confirming Grantors and the Collateral Agent agree that in each Security Document entered into by a Swiss Confirming Grantor:

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents including in particular, but not limited to, the Parallel Obligations together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other documents evidencing or securing any such liabilities provided always that the Pledgor or Assignor, as applicable, shall (A) only be liable under this Agreement or any other Loan Document (including, for the avoidance of doubt, any restructuring of the Pledgor’s or Assignor’s, as applicable, rights of set-off and/or subrogation and its duties to subordinate claims) in relation to obligations (other than obligations under the Loan Documents of (y) the Pledgor or Assignor, as applicable, (i) incurred as Borrower under the Credit Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility (as defined in the Credit Agreement) is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement (as defined in the Credit Agreement), (iv) owed as Cash Management Obligations, provided the Pledgor or Assignor, as applicable, is a beneficiary of the Cash Management Services causing such Cash Management Obligations (all as defined in the Credit Agreement), (v) incurred as a party to and beneficiary under any Additional Agreement or (vi) to the extent certain proceeds of the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture or the September 2012 Senior Secured Note Indenture have been made available to the Pledgor or Assignor, as applicable, up to such proceeds and (z) a direct or indirect subsidiary of the Pledgor or Assignor, as applicable, (the “Subsidiary”) (i) incurred as Borrower under the Credit Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility (as defined in the Credit Agreement) is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement (as defined in the Credit Agreement), (iv) owed as Cash Management Obligations, provided the Subsidiary is a beneficiary of the Cash Management Services causing such Cash Management Obligations (all as defined in the Credit Agreement), (v) incurred as a party to and beneficiary under any Additional Agreement or (vi) to the extent certain proceeds of the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured

Note Indenture or the September 2012 Senior Secured Note Indenture have been made available to the Subsidiary, up to such proceeds) to the extent such obligations do not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited by the Swiss Federal Code of Obligations by the Pledgor or Assignor, as applicable, and in the maximum amount of its profits available for the distribution of dividends at the point in time the Pledgor’s or Assignor’s, as applicable, obligations fall due (being the balance sheet profits and any free reserves made for this purpose, in each case in accordance with the relevant Swiss law); (B) pass for such payments shareholder’s resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time (currently the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolution must be based on a report from the Pledgor’s or Assignor’s, as applicable, auditors approving the proposed distribution of dividends); and (C) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as in force from time to time) and subject to any applicable double taxation treaty and/or agreements entered into with the Swiss Federal Tax administration:

(i) pay such deduction to the Swiss Federal Tax Administration; and

(ii) give evidence to the respective Secured Party beneficiary or Secured Parties beneficiaries (as the case may be) of such deduction in accordance with Section 2.20 of the Credit Agreement (Taxes) and Section 4.15 of the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture or the September 2012 Senior Secured Note Indenture (Withholding Taxes);

(iii) but if such a deduction is made, the Pledgor or Assignor, as applicable, shall not be obliged to gross-up pursuant to Section 2.20 of the Credit Agreement (Taxes) and Section 4.15 of the 2009 Senior Secured Note Indenture, the 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture or the September 2012 Senior Secured Note Indenture (Withholding Taxes) to the extent that such gross-up would result in the aggregate amounts paid to the Secured Parties beneficiaries and the Swiss Federal Tax administration exceeding the maximum amount of its profits available for the distribution of dividends.

(f) Beverage Packaging Holdings (Luxembourg) III S.à r.l. and the Collateral Agent agree that in the Pledge of registered shares dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG Combibloc Group AG:

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents including in particular, but not limited to, the Parallel Obligations together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other documents evidencing or securing any such liabilities.

2. EFFECTIVE DATE

This Agreement is effective as of the date set forth on its front page (the “Effective Date”).

3. CONFIRMATION – AMENDMENT

Each Party hereby confirms and agrees that any and all Obligations (as defined in the First Lien Intercreditor Agreement and thus including (i) any and all obligations under or in connection with the Amendment No. 7 and the Third Amended and Restated Credit Agreement and (ii) any and all obligations that are “Additional Obligations” as a result of the September 2012 Senior Secured Notes Designation, in each case) constitute “Secured Obligations” as set forth and defined in the Security Documents to which it is a party and that, therefore, any and all obligations under or in connection with the Amendment No. 7, the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Note Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture), shall also be secured by the security interest created by and pursuant to the Security Documents to which it is a party.

4. CONTINUITY

Each Party hereby confirms that, notwithstanding the effectiveness of the Amendment No. 7, the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Notes Designation, the September 2012 Senior Secured Note Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture), and subject to Legal Reservations (as defined in the Credit Agreement), the Security Documents continue to be in full force and effect, save as amended by this Agreement, and acknowledges that the security constituted by the Security Documents continues to be in full force and effect so as to secure, on a pari passu basis,

any and all Secured Obligations (as amended by this Agreement) under or in connection with the Amendment No. 7, the Third Amended and Restated Credit Agreement, the September 2012 Senior Secured Note Indenture, the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Note Indenture) and the other Loan Documents.

For the avoidance of doubt, for Swiss law purposes, the Collateral Agent shall act and shall be deemed to act for the benefit and for the account of each of the Secured Parties, including the Additional Secured Parties (as defined in the First Lien Intercreditor Agreement) as a result of the September 2012 Senior Secured Notes Designation, for the purposes of this Agreement, without any prejudice to the rights and duties laid upon the Collateral Agent under the laws applicable to the Loan Documents.

5. AMENDMENT TO JURISDICTION CLAUSE

Each Party hereby agrees that the jurisdiction clause respectively provided by the Security Documents and the Swiss Confirmation and Amendment Agreements shall be amended as follows:

“Any and all litigation to which this Agreement may give rise shall be subject to the exclusive jurisdiction of the courts of the City of Zurich, Switzerland (and if permitted to the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich)), venue being Zurich 1, subject to appeal. The Parties submit to the jurisdiction of said authorities and courts.”

6. MISCELLANEOUS

(a) To the extent permitted under the Principal Finance Documents, this Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by all the Parties.

(b) If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

(c) The rights of a Party to this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to the other Party. A waiver to pursue any breach of contract by a Party shall not operate as a waiver of the respective right or as a waiver to claim any subsequent breach. Any provision of this Agreement may be waived only by a written statement of the waiving Party.

7. NOTICES

(a) Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax, hand delivery or mail.

(b) Without prejudice to any other method of service of notices and communications provided by law, any notice or other communication to be given by one Party to another under this Agreement shall (unless one Party has by 5 days’ notice to the other Party specified another address) be given to that other Party, in the case of the Confirming Grantors and the Collateral Agent, at the respective addresses given in section (c) below and shall be effective only when received.

(c) The addresses are the ones respectively listed in the relevant “Notices” provisions of the applicable Security Documents.

8. FURTHER ASSURANCE

Subject to the Agreed Security Principles, the Confirming Grantors shall, at their own expense, promptly, do all acts and execute all documents that are reasonably required or requested by the Collateral Agent in connection with and for the purpose of the exercise of the rights of the Collateral Agent hereunder or under any of the Security Documents.

9. GOVERNING LAW AND JURISDICTION

(a) This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland (without regard to the International Private Law provisions thereof).

(b) Any and all litigation to which this Agreement may give rise shall be subject to the exclusive jurisdiction of the courts of the City of Zurich, Switzerland (and if permitted to the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich)), venue being Zurich 1, subject to appeal. The Parties submit to the jurisdiction of said authorities and courts.

10. COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

THE FOLLOWING PAGES ARE THE SIGNATURE PAGES

SIGNATURE PAGE COLLATERAL AGENT

THE BANK OF NEW YORK MELLON

as Collateral Agent for itself and for the benefit and for the account of the Secured Parties

By: /s/ Orla Forrester            

Name: Orla Forrester

Title: Vice President

SIGNATURE PAGE CONFIRMING GRANTORS

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.à r.l.

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Authorised Signatory

SIG COMBIBLOC GROUP AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SIG ALLCAP AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SIG COMBIBLOC (SCHWEIZ) AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SIG TECHNOLOGY AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SIG COMBIBLOC PROCUREMENT AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

By: /s/ Cindi Lefari                        

Name: Cindi Lefari

Title: Attorney

SCHEDULE 1

Security Documents

“Security Documents” means the following Swiss law governed agreements (each of the Security Documents individually a “Security Document”) between the Confirming Grantors and the Collateral Agent and each as amended and/or confirmed prior to the Effective Date:

Pledge of registered shares dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG Combibloc Group AG.

Assignment of bank accounts dated November 5, 2009 and entered into between SIG Combibloc Group AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables assignment dated November 5, 2009 and entered into between SIG Combibloc Group AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Pledge of registered shares dated December 2, 2009 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG Combibloc Procurement AG.

Pledge of registered shares dated November 5, 2009 and entered into between SIG Finanz AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG Combibloc (Schweiz) AG, to which, due to the Swiss Merger, SIG Combibloc Group AG is now a party.

Pledge of registered shares dated November 5, 2009 and entered into between SIG Finanz AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG allCap AG, to which, due to the Swiss Merger, SIG Combibloc Group AG is now a party.

Release and pledge of registered shares dated May 12, 2011 and entered into between SIG Combibloc Group AG as original pledgor, SIG allCap AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the release and pledge of shares of SIG Technology AG.

Pledge of intellectual property rights dated November 5, 2009 and entered into between SIG Finanz AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee, to which, due to the Swiss Merger, SIG Combibloc Group AG is now a party.

Pledge of registered shares dated January 29, 2010 and entered into between SIG Finanz AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee and relating to the pledge of shares of SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), to which, due to the Swiss Merger, SIG Combibloc Group AG is now a party.

Assignment of bank accounts dated November 5, 2009 and entered into between SIG allCap AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables Assignment dated November 5, 2009 and entered into between SIG allCap AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Assignment of bank accounts dated November 5, 2009 and entered into between SIG Combibloc (Schweiz) AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables Assignment dated November 5, 2009 and entered into between SIG Combibloc (Schweiz) AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Assignment of bank accounts dated November 5, 2009 and entered into between SIG Technology AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables Assignment dated November 5, 2009 and entered into between SIG Technology AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Pledge of intellectual property rights dated November 5, 2009 and entered into between SIG Technology AG as pledgor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as pledgee.

Assignment of bank accounts dated December 2, 2009 and entered into between SIG Combibloc Procurement AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables Assignment dated December 2, 2009 and entered into between SIG Combibloc Procurement AG as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

Receivables Assignment dated January 29, 2010 and entered into between SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) as assignor and The Bank of New York Mellon acting as collateral agent for itself and for the benefit and for the account of the secured parties and as assignee.

EX-4.576

EXHIBIT 4.576

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

J. & W. BALDWIN (HOLDINGS) LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) J. & W. BALDWIN (HOLDINGS) LIMITED, a company incorporated in England and Wales with company number 00800719 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 16 November 2010 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

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(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

- 3 -

(g) Sub-clauses 5.3.2 and 5.3.3 of Clause 5.3 (Further Advances) shall be deleted in their entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

- 4 -

6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
J. & W. Baldwin (Holdings) Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent

Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention:	International Corporate Trust

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EX-4.577

EXHIBIT 4.577

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

THE BALDWIN GROUP LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) THE BALDWIN GROUP LIMITED, a company incorporated in England and Wales with company number 01557790 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 16 November 2010 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

- 1 -

(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

- 2 -

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement] dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

- 3 -

(g) Sub-clauses 5.3.2 and 5.3.3 of Clause 5.3 (Further Advances) shall be deleted in their entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

- 4 -

6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
The Baldwin Group Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent

Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention:	International Corporate Trust

- 6 -

EX-4.578

EXHIBIT 4.578

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

OMNI-PAC U.K. LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) OMNI-PAC U.K. LIMITED, a company incorporated in England and Wales with company number 00502216 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 16 November 2010 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

- 1 -

(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

- 2 -

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

- 3 -

(g) Sub-clauses 5.3.2 and 5.3.3 of Clause 5.3 (Further Advances) shall be deleted in their entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
Omni-Pac U.K. Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.579

EXHIBIT 4.579

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

IVEX HOLDINGS, LTD.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) IVEX HOLDINGS, LTD., a company incorporated in England and Wales with company number 03293207 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 1 September 2010 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

- 1 -

(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

- 2 -

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

- 3 -

(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

- 4 -

6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
Ivex Holdings, Ltd.	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.580

EXHIBIT 4.580

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

REYNOLDS PACKAGING INTERNATIONAL B.V.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) REYNOLDS PACKAGING INTERNATIONAL B.V., incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, with chamber of commerce registration number 34291103 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 1 September 2010 in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation),SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Chargor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

11. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Karen Mower	) /s/ Karen Mower
	)
as attorney for	)
Reynolds Packaging International B.V.	)
The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

EX-4.581

EXHIBIT 4.581

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

KAMA EUROPE LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) KAMA EUROPE LIMITED, a company incorporated in England and Wales with company number 02548722 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 1 September 2010 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

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(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
Kama Europe Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

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EX-4.582

EXHIBIT 4.582

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) REYNOLDS CONSUMER PRODUCTS (UK) LIMITED, a company incorporated in England and Wales with company number 06474046 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 2 December 2009 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

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(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	)    /s/ Chiara Brophy
	)
as attorney for	)
Reynolds Consumer Products (UK) Limited	)
in the presence of:	)

Signatureof witness	/s/ Melinda Jane Harrison
Nameof witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.583

EXHIBIT 4.583

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V., incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, with chamber of commerce registration number 34291091 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 2 December 2009 in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

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(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation),SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

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““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Chargor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

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5. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

11. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Karen Mower	) /s/ Karen Mower
	)
as attorney for	)
Reynolds Consumer Products International B.V.	)
The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon 101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.584

EXHIBIT 4.584

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

REYNOLDS SUBCO (UK) LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) REYNOLDS SUBCO (UK) LIMITED, a company incorporated in England and Wales with company number 03322218 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 17 December 2009 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

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(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
Reynolds Subco (UK) Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victora 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name:	Orla Forrester
Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

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EX-4.585

EXHIBIT 4.585

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMER 2012

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED, a company incorporated in England and Wales with company number 06474959 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 2 December 2009 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those

- 1 -

documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
Closure Systems International (UK) Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name:	Orla Forrester
Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.586

EXHIBIT 4.586

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

CLOSURE SYSTEMS INTERNATIONAL B.V.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL B.V., incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, with chamber of commerce registration number 34291082 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 2 December 2009 in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

- 1 -

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

- 2 -

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

- 3 -

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Chargor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

- 4 -

5. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

11. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Karen Mower	) /s/ Karen Mower
	)
as attorney for	)
Closure Systems International B.V.	)

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.587

EXHIBIT 4.587

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

SIG COMBIBLOC LIMITED

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) SIG COMBIBLOC LIMITED, a company incorporated in England and Wales with company number 01146077 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the debenture dated 2 December 2009 in favour of the Collateral Agent (the “Debenture”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009

- 1 -

(as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Debenture, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Debenture shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

- 2 -

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

- 3 -

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 5.3.2 (Further Advances) shall be deleted in its entirety and replaced with the following:

“5.3.2 (a) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(b) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(c) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(d) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.

(e) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Debenture as if set out in this Debenture.”

3. The Chargor confirms that, with effect from the date of this Deed, the Debenture shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. This Deed is supplemental to and shall be construed as one with the Debenture and all documents or instruments which are expressed to supplement the Debenture shall be construed accordingly.

5. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

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6. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

8. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9. Clauses 7 to 9 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 7, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

10. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Debenture and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
SIG Combibloc Limited	)
in the presence of:	)

Signature of witness	/s/ Melinda Jane Harrison
Name of witness	Melinda Jane Harrison
Address of witness	22 Prospect St., Box Hill, Victoria 3128
Occupation of witness	An Australian Legal Practitioner

The Collateral Agent

Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

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EX-4.588

EXHIBIT 4.588

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

SIG COMBIBLOC HOLDING GMBH

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) SIG COMBIBLOC HOLDING GMBH, incorporated in Germany with its registered seat in Linnich, registered with the Commercial Register of the Local Court Düren under HRB 5751 (the “Chargor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Chargor has entered into the security over shares agreement dated 16 August 2010 in favour of the Collateral Agent (the “Share Charge”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those

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documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Chargor to make certain amendments to the Share Charge, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Share Charge shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement] dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

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(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 2.2(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“2.2(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Chargor confirms that, with effect from the date of this Deed, the Share Charge shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Chargor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Share Charge and all documents or instruments which are expressed to supplement the Share Charge shall be construed accordingly.

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6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

11. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Share Charge and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Deed as if set out in full herein.

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IN WITNESS whereof this Deed has been duly executed as a deed by the Chargor and signed by the Collateral Agent on the day and year first before written.

The Chargor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
SIG Combibloc Holding GmbH	)
The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By:	/s/ Orla Forrester
Name: Orla Forrester

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.589

EXHIBIT 4.589

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG

AND

WILMINGTON TRUST (LONDON) LIMITED

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG a limited liability company (korlátolt felelősségű társaság) incorporated under the laws of Hungary, having its registered seat (as at the date of this Agreement) at H-8000 Székesfehérvár, Berényi út 72-100., Hungary, registered with the Fejér County Court acting as court of registration under registration number: Cg.07-09-013757, with tax identification number: 14122952-2-44 (the “Assignor”); and

(2) WILMINGTON TRUST (LONDON) LIMITED in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Assignor has entered into a security over cash agreement dated 29 January 2010 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

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(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

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““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

- 3 -

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 5 (b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“5 (b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

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4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and signed by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by Chiara Brophy	) /s/ Chiara Brophy
	)
as attorney for	)
CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság	)
The Collateral Agent
Signed by	)
Wilmington Trust (London) Limited	)

By:	/s/ Elaine Lockhart
Name: Elaine Lockhart

Address: 1 King’s Arms Yard

London EC2R 7AF

United Kingdom

Fax: +44 (0)20 7397 3601

Attention: Elaine Lockhart/Paul Barton

- 6 -

EX-4.590

EXHIBIT 4.590

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber of Commerce registration number 34291091 (the “Assignor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Assignor has entered into the security assignment of contractual rights under a specific contract dated 10 March 2010 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

- 1 -

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

- 2 -

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

- 3 -

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

(g) Clause 7(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“7(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

- 4 -

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and signed by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by Karen Mower	)	/s/ Karen Mower
	)
as attorney for	)
Reynolds Consumer Products International B.V.	)

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By: /s/ Orla Forrester                            

Name: Orla Forrester

Address: The Bank of New York Mellon

101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.591

EXHIBIT 4.591

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 7 NOVEMBER 2012

CLOSURE SYSTEMS INTERNATIONAL B.V.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 7th day of November 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, The Netherlands, Chamber of Commerce registration number 34291082 (the “Assignor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Assignor has entered into the security assignment of contractual rights under a specific contract dated 10 March 2010 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

- 1 -

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no.7 and incremental term loan assumption agreement dated 28 September 2012 to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between, among others, the Issuers (as defined therein) (the “Issuers”) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) were designated as “Additional Obligations” on 28 September 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

- 2 -

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

- 3 -

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

(g) Clause 7(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“7(b) (i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

- 4 -

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

- 5 -

IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and signed by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by Karen Mower	)	/s/ Karen Mower
	)
as attorney for	)
Closure Systems International B.V.	)

The Collateral Agent
Signed by	)
THE BANK OF NEW YORK MELLON	)

By: /s/ Orla Forrester                            

Name: Orla Forrester

Address: The Bank of New York Mellon

101 Barclay Street, Floor 4E, New York, NY 10286, USA

Fax: +1 212 815 5366

Attention: International Corporate Trust

- 6 -

EX-4.592

EXHIBIT 4.592

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 28 SEPTEMBER 2012

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 28^th day of September 2012

BETWEEN:

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L. , a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B128.135 and having a share capital of EUR 404,969,325. (the “Assignor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) Pursuant to a merger effective 21 December 2010, the Assignor assumed all the rights and obligations of Closure Systems International (Luxembourg) S.à r.l. (“CSI Lux”) and Reynolds Consumer Products (Luxembourg) S.à r.l. (“RCP Lux”), including all rights, obligations and liabilities under the security assignments of contractual rights under a specific contract each dated 10 March 2010 granted in favour of the Collateral Agent entered into by each of CSI Lux and RCP Lux (the “Assumed Rights”). The Assignor entered into a security assignment of contractual rights under a specific contract dated 1 February 2011 (the “Security Assignment”) and assigned of all the Assumed Rights in favour of the Collateral Agent pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time

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to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated on or about the date hereof to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date hereof and entered into between, among others the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) will or have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

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2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

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(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 7(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“7(b)(i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

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3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

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IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and understood by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by	)
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	)
Duly represented by
/s/ Karen Mower

Name:	Karen Mower
Title:	Authorised Signatory

The Collateral Agent
Signed by		)
THE BANK OF NEW YORK MELLON		)
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.593

EXHIBIT 4.593

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 28 SEPTEMBER 2012

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 28th day of September 2012

BETWEEN:

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B128.135 and having a share capital of EUR 404,969,325. (the “Assignor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Assignor has entered into the security assignment of contractual rights under a specific contract dated 2 December 2009 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

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(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated on or about the date hereof to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date hereof and entered into between, among others the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) will or have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture,

- 2 -

the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

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(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 6(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“6(b)(i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations

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2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

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IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and understood by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by	)
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	)
Duly represented by
/s/ Karen Mower

Name:	Karen Mower
Title:	Authorised Signatory

The Collateral Agent
Signed by		)
THE BANK OF NEW YORK MELLON		)
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

- 6 -

EX-4.594

EXHIBIT 4.594

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 28 SEPTEMBER 2012

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 28th day of September 2012

BETWEEN:

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B128.592 (the “Assignor”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Assignor has entered into the security assignment of contractual rights under a specific contract dated 23 February 2010 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and (v) an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

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(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated on or about the date hereof to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date hereof and entered into between, among others the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) will or have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Assignor to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture,

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the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

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(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

(g) Clause 6(b) (Further Advances) shall be deleted in its entirety and replaced with the following:

“6(b)(i) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(ii) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iii) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(iv) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(v) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Assignor confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Assignor hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations

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2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

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IN WITNESS whereof this Deed has been duly executed as a deed by the Assignor and understood by the Collateral Agent on the day and year first before written.

The Assignor
Signed as a deed by	)
Beverage Packaging Holdings (Luxembourg) I S.A.	)
Duly represented by
/s/ Karen Mower

Name:	Karen Mower
Title:	Authorised Signatory

The Collateral Agent
Signed by		)
THE BANK OF NEW YORK MELLON		)
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.595

EXHIBIT 4.595

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 28 SEPTEMBER 2012

REYNOLDS CONSUMER PRODUCTS INC. (FORMERLY REYNOLDS FOIL INC.)

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 28^th day of September 2012

BETWEEN:

(1) REYNOLDS CONSUMER PRODUCTS INC. (formerly REYNOLDS FOIL INC.), a corporation formed under the laws of Delaware (the “Company”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Company has entered into the security over cash agreement dated 19 December 2011 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those

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documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated on or about the date hereof to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date hereof and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) will or have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Company to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv LLC), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the definition of “Future Senior Secured Notes” shall be deleted.

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(g) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(h) Clauses 5 (b)–(e) (Further Advances) shall be deleted in their entirety and replaced with the following:

“5 (b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5(f) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Company confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Company hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

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5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

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IN WITNESS whereof this Deed has been duly executed as a deed by the Company and understood by the Collateral Agent on the day and year first before written.

The Company
Signed as a deed by Helen Golding	) /s/ Helen Golding
	)
	)
REYNOLDS CONSUMER PRODUCTS	)
INC. (formerly REYNOLDS FOIL INC.)	)
acting by its duly authorised representative	)
in the presence of:	)

Signature of witness	/s/ Karen Mower
Name of witness	Karen Mower
Address of witness	Sydney, Australia
Occupation of witness	Lawyer

The Collateral Agent

Signed by THE BANK OF NEW YORK MELLON

By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

- 6 -

EX-4.596

EXHIBIT 4.596

EXECUTION VERSION

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

DATED 28 SEPTEMBER 2012

REYNOLDS PRESTO PRODUCTS INC. (FORMERLY REYNOLDS CONSUMER PRODUCTS INC.)

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

DEED OF CONFIRMATION AND AMENDMENT

THIS DEED is made the 28^th day of September 2012

BETWEEN:

(1) REYNOLDS PRESTO PRODUCTS INC. (formerly REYNOLDS CONSUMER PRODUCTS INC.), a corporation formed under the laws of Delaware (the “Company”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”)

WHEREAS:

(A) The Company has entered into the security over cash agreement dated 28 March 2012 in favour of the Collateral Agent (the “Security Assignment”) pursuant to (i) a credit agreement dated as of 5 November 2009 (as subsequently amended and restated on 9 August 2011) between, among others, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co KGaA, SIG Austria Holding GmbH, Reynolds Group Holdings Limited, Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), the other borrowers party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (ii) an indenture dated 5 November 2009 between Reynolds Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as modified, amended or supplemented from time to time (the “2009 Senior Secured Notes Indenture”), (iii) an indenture dated 15 October 2010 and entered into between, among others, RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “2010 Senior Secured Notes Indenture”), (iv) an indenture dated 1 February 2011 and entered into between, among others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “February 2011 Senior Secured Notes Indenture”) and an indenture dated 9 August 2011 and entered into between, among others, RGHL US Escrow II Inc., RGHL US Escrow II LLC and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent as modified, amended or supplemented from time to time (the “August 2011 Senior Secured Notes Indenture”).

(B) In connection with the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes

- 1 -

Indenture and the August 2011 Senior Secured Notes Indenture, certain parties to those documents have entered into a first lien intercreditor agreement dated 5 November 2009 (as subsequently amended pursuant to Amendment No. 1 and Joinder Agreement dated as of January 21, 2010) between, among others, The Bank of New York Mellon as collateral agent and representative under the indenture, Credit Suisse AG as representative under the credit agreement, Wilmington Trust (London) Limited as an additional collateral agent and each grantor that are parties thereto (the “First Lien Intercreditor Agreement”).

(C) The parties to the Credit Agreement have entered into an amendment no. 7 and incremental term loan assumption agreement dated on or about the date hereof to amend and restate the terms of the Credit Agreement (including Annex A attached thereto, “Amendment No. 7”).

(D) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated on or about the date hereof and entered into between, among others, the Issuers (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, certain secured notes (the “September 2012 Senior Secured Notes”) were issued by the Issuers.

(E) The obligations in respect of the September 2012 Senior Secured Notes and any Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) will or have been designated as “Additional Obligations” under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement and the September 2012 Senior Secured Notes Indenture and the Senior Secured Note Documents (as defined in the September 2012 Senior Secured Notes Indenture) are therefore “Additional Agreements” under the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(F) As a consequence of the execution of the September 2012 Senior Secured Notes Indenture it is necessary for the Company to make certain amendments to the Security Assignment, and enter into this Deed.

NOW THE PARTIES HEREBY AGREE:

1. In this Deed (including its recitals), unless otherwise defined herein terms defined in the First Lien Intercreditor Agreement shall have the same meaning when used in this Deed.

2. With effect from the date of this Deed, the Security Assignment shall be amended as follows:

(a) In Clause 1.1 (Definitions) the existing definition of “Agreed Security Principles” shall be deleted in its entirety and replaced with the following:

““Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture and, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.”

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(b) In Clause 1.1 (Definitions) the existing definition of “Credit Agreement” shall be deleted in its entirety and replaced with the following:

““Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation), SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.”

(c) In Clause 1.1 (Definitions) the existing definition of “First Lien Intercreditor Agreement” shall be deleted in its entirety and replaced with the following:

““First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.”

(d) In Clause 1.1 (Definitions) the existing definition of “Principal Finance Documents” shall be deleted in its entirety and replaced with the following:

““Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.”

(e) In Clause 1.1 (Definitions) the following new definition of “September 2012 Issuers” shall be inserted in alphabetical order:

““September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

(f) In Clause 1.1 (Definitions) the following new definition of “September 2012 Senior Secured Notes Indenture” shall be inserted in alphabetical order:

““September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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(g) Clauses 5 (b)–(e) (Further Advances) shall be deleted in their entirety and replaced with the following:

“5 (b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

5 (e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

5(f) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.”

3. The Company confirms that, with effect from the date of this Deed, the Security Assignment shall continue in full force and effect as amended by this Deed and extends to the obligations in respect of the Credit Agreement as amended by Amendment No. 7 and to the obligations in respect of the Additional Agreements (as defined in the First Lien Intercreditor Agreement) as a result of the Secured Notes Designation.

4. The Company hereby represents that it has not registered one or more “establishments” (as that term is defined in regulation 2 of Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Applicable Representative and the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

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5. This Deed is supplemental to and shall be construed as one with the Security Assignment and all documents or instruments which are expressed to supplement the Security Assignment shall be construed accordingly.

6. This Deed may be executed in two or more counterparts each of which shall be deemed an original but which together shall constitute one and the same instrument.

7. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

8. The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of, or connected with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed.

9. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

10. Clauses 8 to 10 (inclusive) of this Deed are for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 8, it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

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

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IN WITNESS whereof this Deed has been duly executed as a deed by the Company and understood by the Collateral Agent on the day and year first before written.

The Company
Signed as a deed by Helen Golding	) /s/ Helen Golding
	)
	)
REYNOLDS PRESTO PRODUCTS INC.	)
(formerly REYNOLDS CONSUMER	)
PRODUCTS INC.)	)
acting by its duly authorised representative	)
in the presence of:	)

Signature of witness	/s/ Karen Mower
Name of witness	Karen Mower
Address of witness	Sydney, Australia
Occupation of witness	Lawyer

The Collateral Agent
Signed by THE BANK OF NEW YORK MELLON
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue

Address:	The Bank of New York Mellon
	101 Barclay Street, Floor 4E, New York, NY 10286, USA
Fax: +1 212 815 5366
Attention: International Corporate Trust

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EX-4.597

EXHIBIT 4.597

EXECUTION VERSION

DATED 28 SEPTEMBER 2012

CLOSURE SYSTEMS INTERNATIONAL INC.

IN FAVOUR OF

THE BANK OF NEW YORK MELLON

AS THE COLLATERAL AGENT

SECURITY OVER CASH AGREEMENT

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

Clause		Page
1.	Definitions and Interpretation		1
2.	Covenant to Pay		5
3.	Security over the Deposits		6
4.	Deliverables		6
5.	Further Advances		6
6.	Deposit		7
7.	Company’s Representations and Undertakings		8
8.	Further Assurance		9
9.	Power of Attorney		9
10.	Security Enforcement		10
11.	Receivers		12
12.	Effectiveness of Collateral		14
13.	Indemnity		17
14.	Application of Proceeds		17
15.	Other Security Interests		17
16.	Suspense Accounts		18
17.	Currency Indemnity		18
18.	Assignment		19
19.	Disclosure		19
20.	Collateral Agent Successors		19
21.	Waivers and Counterparts		19
22.	Law		20
23.	Enforcement		20
Schedule 1 Form of Notice of Assignment			21

THIS AGREEMENT is made by way of deed on 28 September 2012

BETWEEN:

(1) CLOSURE SYSTEMS INTERNATIONAL INC.), a corporation organised under the laws of Delaware (the “Company”); and

(2) THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”).

RECITALS:

(A) Further to the Credit Agreement (as defined below) certain lenders and financial institutions have made available to the borrowers therein certain facilities (the “Facilities”) on the terms set out in the Credit Agreement.

(B) Further to each of the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture (each as defined below), each 2009 Issuer, each 2010 Issuer, each February 2011 Issuer, each August 2011 Issuer and each September 2012 Issuer (each as defined below) have issued certain notes under such indentures, respectively (together, the “Notes”).

(C) The Company intends to provide security in respect of the Facilities and the Notes.

(D) It is intended by the parties to this Agreement that this document will take effect as a deed despite the fact that a party may only execute this Agreement under hand.

(E) The Collateral Agent is acting under and holds the benefit of the rights conferred upon it in this Agreement on trust for the Secured Parties.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“2009 Issuers” means the “Issuers” under, and as defined in, the 2009 Senior Secured Notes Indenture, including their successors in interest.

“2009 Senior Secured Notes Indenture” means the Indenture dated 5 November 2009 between, among others, the 2009 Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

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“2010 Issuers” means the “Issuers” under, and as defined in, the 2010 Senior Secured Notes Indenture, including their successors in interest.

“2010 Senior Secured Notes Indenture” means the indenture dated 15 October 2010 between, among others, the Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which the 2010 Issuers have or will become a party as issuers by way of the Escrow Issuers merging into the 2010 Issuers.

“Account” means the Euro denominated account with account number 001330963 (IBAN GB19CIT118500813309630) (and any renewal or redesignation or substitution of such account) maintained with the Account Bank by the Company and any account opened or maintained by the Company in England and Wales with any other person (and any replacement account or subdivision or sub-account of that account).

“Account Bank” means Citibank N.A., London Branch.

“Additional Agreement” has the meaning given to such term in the First Lien Intercreditor Agreement.

“Agreed Security Principles” has the meaning given to such term in the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, to the extent of any inconsistency, the meaning in the Credit Agreement prevails.

“Applicable Representative” has the meaning given to such term in the First Lien Intercreditor Agreement.

“August 2011 Escrow Issuers” means RGHL US Escrow II Inc. and RGHL US Escrow II LLC, including their successors in interest.

“August 2011 Issuers” means the “Escrow Issuers” under, and as defined in, the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“August 2011 Senior Secured Notes Indenture” means the indenture dated 9 August 2011 between, among others, the August 2011 Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time and to which Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. became a party as issuers by way of RGHL US Escrow II Inc. and RGHL US Escrow II LLC merging with and into Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC respectively, and one or more supplemental indentures being entered into between, among others, the August 2011 Escrow Issuers, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank

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of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent.

“Collateral Rights” means all rights, powers and remedies of the Collateral Agent provided by or pursuant to this Agreement or by law.

“Credit Agreement” means the third amended and restated credit agreement dated 28 September 2012 among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG as administrative agent, as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time.

“Delegate” means a delegate or sub-delegate appointed pursuant to Clause 11.8 (Delegation) of this Agreement.

“Deposit” means the credit balance from time to time on an Account and all rights, benefits and proceeds in respect of the credit balance of such Account.

“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

“Escrow Issuers” means RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A., including their successors in interest.”

“February 2011 Issuers” means the “Issuers” under, and as defined in, the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“February 2011 Senior Secured Notes Indenture” means the indenture dated 1 February 2011 between, among others, the February 2011 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.

“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5 November 2009 between, among others, the Collateral Agent, The Bank of New York Mellon, as trustee under the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Senior Secured Notes Indenture, Credit Suisse AG, as administrative agent under the Credit Agreement, and the Loan Parties, as further amended, novated, supplemented, restated or modified from time to time.

“Group” means Reynolds Group Holdings Limited and each of its subsidiaries from time to time.

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“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

“Lien” has the meaning given to such term in the First Lien Intercreditor Agreement.

“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

“Loan Parties’ Agent” means Reynolds Group Holdings Limited.

“Notice of Assignment” means a notice of assignment substantially in the form of Schedule 1 (Form of Notice of Assignment).

“Principal Finance Documents” means the Credit Agreement, the 2009 Senior Secured Notes Indenture, the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture, the September 2012 Senior Secured Notes Indenture, the Intercreditor Arrangements and any Additional Agreement.

“Receiver” means a receiver or receiver and manager or, where permitted by law, an administrative receiver of the whole or any part of the Deposits and that term will include any appointee made under a joint and/or several appointment.

“Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“Security Documents” means the “Security Documents” under, and as defined, in, the First Lien Intercreditor Agreement.

“September 2012 Issuers” means the “Issuers” under, and as defined in, the September 2012 Senior Secured Notes Indenture, including their successors in interest.”

“September 2012 Senior Secured Notes Indenture” means the indenture dated 28 September 2012 among the September 2012 Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time.”

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1.2 Terms defined in the First Lien Intercreditor Agreement

Unless defined in this Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Agreement or any notice given under or in connection with this Agreement.

1.3 Construction

(a) The rules of interpretation contained in Section 1.01 of the First Lien Intercreditor Agreement will apply as if incorporated in this Agreement or in any notice given under or in connection with this Agreement.

(b) Any reference to the “Collateral Agent”, the “Company”, the “Loan Parties’ Agent” or the “Secured Parties” shall be construed so as to include its or their (and any subsequent) successors and any permitted transferees in accordance with their respective interests.

(c) References in this Agreement to any Clause or Schedule shall be to a clause or schedule contained in this Agreement unless a contrary intention appears.

(d) This Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 Third Party Rights

Other than a Delegate or Receiver, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy any benefit of any term of this Agreement.

1.5 Collateral Agent’s Actions and Authority

The Company acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on a collateral agent under the Principal Finance Documents.

2. COVENANT TO PAY

The Company covenants with the Collateral Agent acting in its own right and on behalf and for the benefit of the Secured Parties that it shall on demand of the Collateral Agent pay the Secured Liabilities (whether for its own account or on behalf and for the benefit of the Secured Parties) including any liability to pay Secured Liabilities in respect of any further advances made under the Loan Documents, whether present or future, actual or contingent (and whether incurred solely or jointly

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and whether as principal or as surety or in some other capacity) and the Company shall pay to the Collateral Agent when due and payable every sum of the Secured Liabilities at any time owing, due or incurred by the Company to the Collateral Agent (whether for its own account or on behalf and for the benefit of the Secured Parties) or any of the other Secured Parties in respect of any such liabilities, provided that neither such covenant nor the security constituted by this Agreement shall extend to or include any liability or sum which would, but for this proviso, cause such covenant or security to be unlawful or prohibited by any applicable law.

3. SECURITY OVER THE DEPOSITS

3.1 Assignment

The Company assigns absolutely with full title guarantee to the Collateral Agent as security agent for the Secured Parties all of its right, title and interest in each Deposit (subject to obtaining any necessary consent to that assignment from any third party) as security for the payment and discharge of the Secured Liabilities.

3.2 Release

The security constituted by this Agreement shall be released, reassigned and cancelled:

(a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Company, upon the Secured Liabilities being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Company or any other person under any of the Loan Documents; or

(b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under English law).

4. DELIVERABLES

The Company shall deliver to the Account Bank (or procure delivery of) a Notice of Assignment duly executed by, or on behalf of, the Company on the date of this Agreement and shall use all reasonable endeavours to procure that the Notice of Assignment is acknowledged by the Account Bank.

5. FURTHER ADVANCES

(a) Subject to the terms of the Loan Documents, each Lender (as defined in the Credit Agreement) is under an obligation to make further Loans (as defined in the Credit Agreement) to the Loan Parties and that obligation shall be deemed to be incorporated into this Agreement as if set out in this Agreement.

(b) Subject to the terms of the Loan Documents, each 2009 Issuer may issue Additional Notes (as defined in the 2009 Senior Secured Notes Indenture) and the obligations in respect of such Additional Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

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(c) Subject to the terms of the Loan Documents, each 2010 Issuer may issue Additional Senior Secured Notes (as defined in the 2010 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(d) Subject to the terms of the Loan Documents, each February 2011 Issuer may issue Additional Senior Secured Notes (as defined in the February 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(e) Subject to the terms of the Loan Documents, each August 2011 Issuer may issue Additional Senior Secured Notes (as defined in the August 2011 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

(f) Subject to the terms of the Loan Documents, each September 2012 Issuer may issue Additional Senior Secured Notes (as defined in the September 2012 Senior Secured Notes Indenture) and the obligations in respect of such Additional Senior Secured Notes will be deemed to be incorporated into this Agreement as if set out in this Agreement.

6. DEPOSIT

6.1 Notification and No Variation

The Company, during the subsistence of this Agreement:

(a) shall promptly deliver to the Collateral Agent details of any material change made to any Account which holds a Deposit; and

(b) shall not unless permitted under the Principal Finance Documents permit or agree to any variation of the rights attaching to any Deposit or close any Account holding a Deposit (other than an Account that is no longer used by the Company and which has a nil balance) without the Collateral Agent’s prior written consent.

6.2 Operation Before Enforcement Event

Subject to the terms of the Principal Finance Documents and this Clause 6 (Deposit), if an Enforcement Event is not continuing, the Company shall be entitled to pay into, receive, withdraw, transfer or otherwise deal with all or any part of any Deposit or any Account unless such withdrawal, or transfer or dealing would cause an Enforcement Event to occur.

6.3 Operation After Enforcement Event

If an Enforcement Event has occurred and is continuing, the Company shall not be entitled to receive, withdraw, transfer or otherwise deal with all or any part of any Deposit except with the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

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6.4 Collateral Agent Rights

If an Enforcement Event has occurred and is continuing, the Collateral Agent may in its absolute discretion or shall, if so instructed by the Applicable Representative, without notice or further demand, exercise from time to time all rights, powers and remedies held by it as assignee of the Deposits and to:

(a) demand and receive all and any monies due under or arising out of any Deposit;

(b) exercise in relation to any Deposit all such rights as the Company was then entitled to exercise in relation to that Deposit or might, but for the terms of this Agreement, exercise; and

(c) except to the extent prohibited by law, apply, set off or transfer any or all of the Deposits in or towards the payment or other satisfaction of the Secured Liabilities or any part of them in accordance with Clause 14 (Application of Proceeds).

7. COMPANY’S REPRESENTATIONS AND UNDERTAKINGS

7.1 Representation

(a) Establishments

The Company represents on and as at the date of this Agreement that it has not registered any “establishments” (as that term is defined in Part 1 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Collateral Agent sufficient details to enable an accurate search against it to be undertaken by the Secured Parties at the Companies Registry.

(b) Ownership of Deposit

The Company represents on and as at the date of this Agreement that: (i) it is the sole legal and beneficial owner of each Deposit, free and clear of all Liens, subject to any Liens permitted pursuant to Section 6.02(u) (Liens) of the Credit Agreement or any similar Liens or any Lien created by this Agreement; and (ii) it has not sold or disposed of or granted any Lien over any of its right, title and interest in any Deposit, in each case other than as permitted by the Loan Documents and other than pursuant to this Agreement.

7.2 Undertakings

(a) Disposals

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not, if an Enforcement Event has occurred and is continuing, enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily, to sell, transfer or otherwise dispose of or otherwise deal with the whole or any part of any Deposit.

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(b) Negative Pledge

Unless permitted by this Agreement or the Principal Finance Documents, the Company shall not create or permit to subsist any Lien on any part of the Deposits without the prior written consent of the Collateral Agent (acting on the instructions of the Applicable Representative).

(c) Dormant Account

The Company shall ensure that any Account holding Deposits which are the subject of the security constituted by this Agreement is not and does not become a dormant account within the meaning of the Dormant Bank and Building Society Accounts Act 2008.

8. FURTHER ASSURANCE

8.1 Covenant for Further Assurance

(a) The covenant set out in Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 shall extend to include the obligations set out in Clause 8.1(b) below.

(b) Subject to the Agreed Security Principles, the Company will promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may specify (acting on the instruction of the Applicable Representative) (and in such form as the Collateral Agent, acting on the instruction of the Applicable Representative, may require in favour of the Collateral Agent or its nominee(s) or Delegate):

(i) to perfect the security created or intended to be created in respect of the Deposits (which may include the execution by the Company of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, the Deposits), or for the exercise of the Collateral Rights; and/or

(ii) to facilitate the realisation of each Deposit.

9. POWER OF ATTORNEY

9.1 Appointment and Powers

The Company by way of security irrevocably appoints the Collateral Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Company by this Agreement or any other agreement binding on the Company to which the Collateral Agent is

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a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the assets subject to the security created by this Agreement); and

(b) enabling the Collateral Agent and any Receiver to exercise, or delegate the exercise of, all or any of the Collateral Rights (including, if an Enforcement Event has occurred and is continuing, the exercise of any right of a legal or beneficial owner of each Deposit),

provided always that the Collateral Agent may only be entitled to exercise the powers conferred upon it by the Company under this Clause 9.1 if:

(i) an Enforcement Event has occurred and is continuing; and/or

(ii) the Collateral Agent has received notice from the Applicable Representative, the Loan Parties’ Agent and/or the Company that the Company has failed to comply with a further assurance or perfection obligation within 10 Business Days of the Company being notified of that failure (with a copy of that notice being sent to the Loan Parties’ Agent),

provided further that the Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Company under this Clause 9.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

9.2 Ratification

The Company shall ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers.

10. SECURITY ENFORCEMENT

10.1 Time for Enforcement

If an Enforcement Event has occurred and is continuing, or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition, application, notice or filing being made, the security created by or pursuant to this Agreement is immediately enforceable and the Collateral Agent may, without notice to the Company or prior authorisation from any court, in its absolute discretion and shall, if so instructed by the Applicable Representative:

(a) secure and perfect its title to all or any part of the Deposits (including transferring the same into the name of the Collateral Agent or its nominee(s)) or otherwise exercise in relation to the Deposits all the rights of an absolute owner;

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(b) enforce all or any part of the security created by or pursuant to this Agreement (at the times, in the manner and on the terms it thinks fit) and take possession of and hold or dispose of all or any part of the Deposits; and

(c) whether or not it has appointed a Receiver, exercise all or any of the powers, authorisations and discretions conferred by the Law of Property Act 1925 (as varied or extended by this Agreement) on chargees and by this Agreement on any Receiver or otherwise conferred by law on chargees or Receivers.

10.2 Power of sale

(a) The power of sale or other disposal conferred on the Collateral Agent and on the Receiver by this Agreement shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Act 1925 and such power shall arise (and the Secured Liabilities shall be deemed due and payable for that purpose) on execution of this Agreement.

(b) The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Agreement or to the exercise by the Collateral Agent of its right to consolidate all or any of the security created by or pursuant to this Agreement with any other security in existence at any time or to its power of sale which powers may be exercised by the Collateral Agent without notice to the Company on or at any time if an Enforcement Event has occurred and is continuing.

10.3 Collateral Agent’s liability

Neither the Collateral Agent nor any Receiver will be liable to account as a mortgagee or mortgagee in possession in respect of any Deposit or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection with any Deposit for which a mortgagee or mortgagee in possession might as such be liable.

10.4 Right of Appropriation

To the extent that any Deposit constitutes “financial collateral” and this Agreement and the obligations of the Company hereunder constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the “Regulations”) the Collateral Agent shall have the right if an Enforcement Event has occurred and is continuing to appropriate all or any part of such financial collateral in or towards discharge of the Secured Liabilities and may exercise such right to appropriate upon giving written notice to the Company. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be the amount of such Deposit, together with any accrued but unposted interest that is paid in relation to such Deposit, at the time the right of appropriation is exercised. The parties further agree that the method of valuation provided for in this Agreement shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

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10.5 Statutory powers

The powers conferred by this Agreement on the Collateral Agent are in addition to and not in substitution for the powers conferred on mortgagees and mortgagees in possession under the Law of Property Act 1925, the Insolvency Act 1986 or otherwise by law and in the case of any conflict between the powers contained in any such Act and those conferred by this Agreement the terms of this Agreement will prevail.

11. RECEIVERS

11.1 Appointment and Removal

If an Enforcement Event has occurred and is continuing or if a petition or application is presented for the making of an administration order in relation to the Company, or if any person who is entitled to do so gives written notice of its intention to appoint an administrator of the Company or files such a notice with the court or is requested to do so by the Company, save to the extent that such petition, application, notice or filing is not made by a member of the Group or any director of any member of the Group and is frivolous or vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition, application, notice or filing being made the Collateral Agent may by deed or otherwise (acting through an authorised officer of the Collateral Agent), without prior notice to the Company:

(a) appoint one or more persons to be a Receiver of the whole or any part of the Deposits;

(b) remove (so far as it is lawfully able) any Receiver so appointed;

(c) appoint another person(s) as an additional or replacement Receiver(s); or

(d) appoint one or more persons to be an administrator of the Company.

11.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 11.1 (Appointment and removal) will be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes shall be deemed to be the agent of the Company which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Collateral Agent; and

(c) entitled to remuneration for his services at a rate to be fixed by the Collateral Agent from time to time (without being limited to the maximum rate specified by the Law of Property Act 1925).

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11.3 Statutory powers of appointment

The powers of appointment of a Receiver shall be in addition to all statutory and other powers of appointment of the Collateral Agent under the Law of Property Act 1925 (as extended by this Agreement) or otherwise and such powers shall remain exercisable from time to time by the Collateral Agent in respect of any part of the Deposits.

11.4 Powers of Receivers

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have and be entitled to exercise, in relation to the Deposits in respect of which he was appointed, and as varied and extended by the provisions of this Agreement (in the name of or on behalf of the Company or in his own name and, in each case, at the cost of the Company):

(a) all the powers conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on receivers appointed under that Act;

(b) all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);

(c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Company itself could do or omit to do;

(d) the power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement or any of the Principal Finance Documents (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise any subsequent delegation or any revocation of such power, authority or discretion by the Receiver itself; and

(e) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Company) which seem to the Receiver to be incidental or conducive to:

(i) any of the functions, powers, authorities or discretions conferred on or vested in him;

(ii) the exercise of any Collateral Rights (including realisation of all or any part of the Deposits); or

(iii) bringing to his hands any assets of the Company forming part of, or which when got in would be, a Deposit.

11.5 Consideration

The receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to a purchaser and, in making any sale or disposal of the Deposits or making any acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such manner and on such terms as it thinks fit.

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11.6 Protection of purchasers

No purchaser or other person dealing with the Collateral Agent or any Receiver shall be bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Collateral Agent or such Receiver in such dealings.

11.7 Discretions

Any liberty or power which may be exercised or any determination which may be made under this Agreement by the Collateral Agent or any Receiver may, subject to the terms and conditions of the Intercreditor Arrangements and to any requirement of reasonableness required under this Agreement, be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

11.8 Delegation

Subject to Section 4.05 (Delegation of Duties) of the First Lien Intercreditor Agreement (to the extent permitted by English law), each of the Collateral Agent and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent or the Receiver itself.

12. EFFECTIVENESS OF COLLATERAL

12.1 Collateral Cumulative

The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Collateral Agent or any other Secured Party may at any time hold for the Secured Liabilities or any rights, powers and remedies provided by law. No prior security held by the Collateral Agent or any other Secured Party over the whole or any part of any Deposit shall merge into the collateral constituted by this Agreement.

12.2 No Waiver

No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or remedy of the Collateral Agent provided by this Agreement or by law shall operate as a waiver, nor shall any single or partial exercise of that right, power or remedy prevent any further or other exercise of that or any other right, power or remedy of the Collateral Agent provided by this Agreement or by law.

12.3 Illegality, Invalidity, Unenforceability

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other

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jurisdiction will in any way be affected or impaired and if any part of the security intended to be created by or pursuant to this Agreement is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

12.4 No liability

None of the Collateral Agent, its nominee(s) or any Receiver or Delegate appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the Deposits or (c) the taking possession or realisation of all or any part of the Deposits, except to the extent provided in the Principal Finance Documents.

12.5 Implied Covenants for Title

(a) The covenants set out in Sections 3(1), 3(2) and 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 will not extend to Clause 3 (Security over the Deposits).

(b) It shall be implied in respect of Clause 3 (Security over the Deposits) that the Company is assigning the Deposits free from all charges and encumbrances (whether monetary or not) and from all other rights exercisable by third parties (including liabilities imposed and rights conferred by or under any enactment).

12.6 Continuing security

(a) The security created by or pursuant to this Agreement is a continuing security and will remain in full force and effect as a continuing security for the Secured Liabilities unless and until realised or discharged by the Collateral Agent.

(b) No part of the security from time to time constituted by this Agreement will be considered satisfied or discharged by any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Liabilities.

12.7 Immediate recourse

The Company waives any right it may have of first requiring the Collateral Agent or a Secured Party to proceed against or enforce any other rights or Lien or claim payment from any person before claiming from the Company under this Agreement. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

12.8 Avoidance of Payments

If the Collateral Agent, acting on the instruction of the Applicable Representative, considers that any amount paid or credited to any Secured Party is reasonably likely to be avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the Company under this Agreement and the security constituted by this Agreement shall continue and such amount shall not be considered to have been irrevocably paid.

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12.9 Non-competition

Until such time as the Secured Liabilities have been discharged in full, the Company will not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:

(a) to be indemnified by any Loan Party;

(b) to claim any contribution from any guarantor of any Loan Party’s obligations under this Agreement; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Secured Party under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by any Secured Party.

12.10 Waiver of defences

The obligations of the Company under this Agreement and the Collateral Rights will not be affected by any act, omission, matter or thing which, but for this Clause 12.10 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Agreement and this Lien and whether or not known to the Company or the Collateral Agent or any Secured Party including:

(a) any time, waiver or consent granted to, or composition with, any Loan Party or other person;

(b) the release of any other Loan Party or any other person under the terms of any composition or arrangement with any creditor of any Loan Party;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Lien over assets of, any Loan Party or other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other Lien;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any Loan Party or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise), restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Loan Document or any other document or security or of the Secured Liabilities;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security or of the Secured Liabilities; or

(g) any insolvency or similar proceedings.

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12.11 No prejudice

The security created by or pursuant to this Agreement and the Collateral Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Company or any other person, or the Collateral Agent (whether in its capacity as security agent or otherwise) or any of the other Secured Parties or by any variation of the terms upon which the Collateral Agent holds the security or by any other thing which might otherwise prejudice that security or any Collateral Right.

13. INDEMNITY

13.1 Indemnity

To the extent set out in Section 4.11 (Indemnity) of the First Lien Intercreditor Agreement, the Company shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes and costs which it may sustain as a consequence of any breach by the Company of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to any Deposit.

13.2 Interest on Demands

Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the Company fails to pay under this Agreement.

13.3 Payments Free Of Deduction

Section 2.20 (Taxes) of the Credit Agreement applies to this Agreement, save that, for the purposes of this Agreement, the references in Section 2.20 (Taxes) of the Credit Agreement to “a Loan Party”, “that Loan Party” and “each Loan Party” shall be replaced with “the Company”.

14. APPLICATION OF PROCEEDS

All monies received or recovered by the Collateral Agent or any Receiver pursuant to this Agreement or the powers conferred by it shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the Law of Property Act 1925) be applied in accordance with Section 2.01 of the First Lien Intercreditor Agreement.

15. OTHER SECURITY INTERESTS

15.1 Redemption or transfer

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking Lien in case of exercise by the Collateral Agent or any Receiver of any power of sale under this Agreement the Collateral Agent may redeem such prior Lien or procure the transfer thereof to itself. The Collateral Agent may settle and pass the accounts of the prior Lien and any accounts so settled and passed will be conclusive and binding on the Company.

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15.2 Costs of redemption or transfer

All principal monies, interest, costs, charges and expenses of and incidental to any redemption or transfer under Clause 15.1 (Redemption or transfer) will be paid by the Company to the Collateral Agent on demand together with accrued interest thereon (as well as before judgment) at the rate from time to time applicable to unpaid sums specified in the Credit Agreement from the time or respective times of the same having been paid or incurred until payment thereof (after as well as before judgment).

15.3 Subsequent Interests

If the Collateral Agent (acting in its capacity as security agent or otherwise) or any of the Secured Parties at any time receives notice or is deemed to have received notice of any subsequent Lien affecting all or any part of any Deposit or any assignment or transfer of any Deposit which in either case is prohibited by the terms of this Agreement or the Principal Finance Documents, all payments made by the Company to the Collateral Agent or any of the Secured Parties after that time shall be treated as having been credited to a new account of the Company and not as having been applied in reduction of the Secured Liabilities as at the time when the Collateral Agent received notice.

16. SUSPENSE ACCOUNTS

All monies received, recovered or realised by the Collateral Agent under this Agreement (including the proceeds of any conversion of currency) may in the discretion of the Collateral Agent be credited to any interest bearing suspense or impersonal account maintained with the Collateral Agent or any bank, building society or financial institution as it considers appropriate and may be held in such account for so long as the Collateral Agent may think fit (acting on the instructions of the Applicable Representative) pending their application from time to time (as the Collateral Agent is entitled to do in its discretion) in or towards the discharge of any of the Secured Liabilities and save as provided herein no party will be entitled to withdraw any amount at any time standing to the credit of any suspense or impersonal account referred to above.

17. CURRENCY INDEMNITY

(a) The Secured Liabilities shall be paid in the currency in which it is denominated at the relevant time, unless the Loan Documents provides otherwise.

(b) If any Secured Liabilities is received from the Company in a currency (“first currency”) other than the currency (“second currency”) in which it is payable (whether as a result of obtaining or enforcing an order or judgment, the dissolution of any person or otherwise), the amount received shall only satisfy the Company’s obligation to pay its Secured Liabilities to the extent of the amount in the second currency which the relevant Secured Party is able, in accordance with its usual practice, to purchase with the amount received in the first currency on the date of that receipt (or, if it is not possible to make that purchase on that date, on the first date upon which it is possible to do so).

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(c) Subject to Section 9.05 (Expenses; Indemnity) of the Credit Agreement and the terms of the Principal Finance Documents, the Company indemnifies each Secured Party against:

(i) any loss sustained by it as a result of the amount purchased by it in the second currency pursuant to Clause (b) above being less than the amount due; and

(ii) all costs and expenses properly incurred by it in purchasing the second currency,

in respect of any Secured Liabilities received from the Company.

(d) The Company shall pay to the relevant Secured Party, promptly upon demand, in the currency stipulated, all amounts payable pursuant to such indemnity.

18. ASSIGNMENT

The Collateral Agent may assign and transfer all or any of its rights and obligations under this Agreement to facilitate the performance of its role as Collateral Agent under the Loan Documents in accordance with the Intercreditor Arrangements. This Agreement shall be binding upon and shall inure to the benefit of each party and its direct or subsequent legal successors, permitted transferees and assigns.

19. DISCLOSURE

Subject to Section 9.16 (Confidentiality) of the Credit Agreement and the terms of the Principal Finance Documents, the Collateral Agent shall be entitled to disclose such information concerning the Company and this Agreement as the Collateral Agent considers appropriate to any actual or proposed direct or indirect successor or to any person to whom information may be required to be disclosed by applicable law.

20. COLLATERAL AGENT SUCCESSORS

This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Collateral Agent; and references to the Collateral Agent shall include any assignee or successor in title of the Collateral Agent and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Collateral Agent under this Agreement or to which, under such laws, those rights and obligations have been transferred.

21. WAIVERS AND COUNTERPARTS

21.1 Waivers

No waiver by the Collateral Agent of any of its rights under this Agreement shall be effective unless given in writing.

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21.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

22. LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

23. ENFORCEMENT

23.1 Jurisdiction of English Courts

(a) The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement.

(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 23 (Enforcement) is for the benefit of the Collateral Agent only. As a result and notwithstanding Clause 23.1(a), it does not prevent the Collateral Agent from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may take concurrent proceedings in any number of jurisdictions.

23.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Company:

(a) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Company of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been signed on behalf of the Collateral Agent and executed as a deed by the Company and is intended to be and is hereby delivered by it as a deed on the date specified above.

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SCHEDULE 1

FORM OF NOTICE OF ASSIGNMENT

To: Jaikumar Sukumaran

Citibank N.A., London Branch

c/o 1, Penn’s Way

Ops II, 2^nd Floor

New Castle

Delaware, 19720

USA

Date: [—]

Dear Sirs,

We give you notice that, pursuant to an English law security over cash agreement (the “Agreement”) dated [—] 2012 and made between ourselves and The Bank of New York Mellon (the “Collateral Agent”), we have assigned to the Collateral Agent all of our right, title and interest in the credit balance from time to time on account number 001330963 (IBAN GB19CIT118500813309630) (which is a Euro denominated account) (account name Closure Systems International Inc.) (including any renewal or redesignation thereof or substitution therefor) and all rights, benefits and proceeds in respect of the credit balance of that account from time to time (the “Account”). All references to the Collateral Agent in this notice include any person or entity appointed as successor to The Bank of New York Mellon as Collateral Agent.

You are hereby instructed that, following your receipt of any notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing:

(a) any existing payment instructions affecting the Account shall immediately be terminated and all payments and communications in respect of the Account shall from that time onwards be made to the Collateral Agent or to its order (and in the case of communications, with a copy to us); and

(b) all rights, interests and benefits whatsoever accruing to or for the benefit of ourselves arising from the Account shall belong to the Collateral Agent.

For the avoidance of doubt, unless and until you receive notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, the Account shall be operated as normal in accordance with the account mandate that currently exists.

Please accept this notice by signing the enclosed acknowledgement and returning it to the Collateral Agent at 101 Barclay Street, Floor 4E, New York, NY 10286, USA, facsimile +1 212-815-5603 marked for the attention of International Corporate Trust.

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This notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully

for and on behalf of

Closure Systems International Inc.

[on copy only]

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To: The Bank of New York Mellon

Date: [—]

At the request of the Collateral Agent and Closure Systems International Inc. we acknowledge receipt of the notice of assignment, on the terms attached, in respect of the Account (as described in those terms). We confirm that:

(a) the balance standing to the Account at today’s date is                     , no fees or periodic charges are payable in respect of the Account and there are no restrictions on (a) the payment of the credit balance on the Account [(except, in the case of a time deposit, the expiry of the relevant period)] or (b) the assignment of the Account to the Collateral Agent or any third party;

(b) we have not received notice of any previous and continuing assignments of, charges over or trusts in respect of, the Account;

(c) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event (as defined in the Agreement) has occurred and is continuing, we will not without the Collateral Agent’s consent (i) exercise any right of combination, consolidation or set off which we may have in respect of the Account or (ii) amend or vary any rights attaching to the Account;

(d) following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event has occurred and is continuing, we will act only in accordance with the instructions given by persons authorised by the Collateral Agent and we shall send all statements and other notices given by us relating to the Account to the Collateral Agent; and

(e) we will not, in accordance with the Dormant Bank and Building Society Accounts Act 2008, take any steps to transfer the balance standing to the credit of the Account to the reclaim fund without the Collateral Agent’s prior written consent.

For and on behalf of Citibank N.A., London Branch

By:

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Company
Executed as a deed by	)
CLOSURE SYSTEMS INTERNATIONAL INC.	)
acting by its duly authorised representative	)
	)

/s/ Stephanie Blackman
Name:	Stephanie Blackman
Title:	Secretary

Signature of witness	/s/ Joy L. Thompson
Name of witness	Joy L. Thompson
Address of witness	7702 Woodland Dr., Indianapolis, IN 46278
Occupation of witness	Executive Administrative Assistant

The Collateral Agent
THE BANK OF NEW YORK MELLON
Executed by	)
THE BANK OF NEW YORK MELLON	)
/s/ Catherine F. Donohue
Name: Catherine F. Donohue
Title:   Vice President

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EX-4.598

EXHIBIT 4.598

Execution Version

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

AS PLEDGOR

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.

AS COMPANY

PLEDGE OVER SHARES AGREEMENT

(BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		3
2.	PLEDGE OVER PLEDGED PORTFOLIO		5
3.	VOTING RIGHTS AND DIVIDENDS		6
4.	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS		7
5.	POWER OF ATTORNEY		8
6.	REMEDIES UPON DEFAULT		8
7.	EFFECTIVENESS OF COLLATERAL		9
8.	INDEMNITY		10
9.	DELEGATION		11
10.	RIGHTS OF RECOURSE		11
11.	PARTIAL ENFORCEMENT		11
12.	COSTS AND EXPENSES		11
13.	CURRENCY CONVERSION		11
14.	NOTICES		12
15.	SUCCESSORS		12
16.	AMENDMENTS AND PARTIAL INVALIDITY		12
17.	LAW AND JURISDICTION		12

THIS PLEDGE AGREEMENT has been entered into on 20 December 2012

BETWEEN

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand Duchy of Luxembourg registered with the Luxembourg register of Commerce and Companies under the number B 128.592 (the “Pledgor”);

(2) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”); and

(3) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a société à responsabilité limitée incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand Duchy of Luxembourg, in the process of being registered with the Luxembourg Register of Commerce and Companies (the “Company”).

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended and restated by the Third Amended and Restated Credit Agreement (as defined below), as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(C) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

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(D) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(E) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(F) On 28 September 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(G) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(H) The Obligations in respect of the notes issued under each of the Senior Secured Notes Indentures and any Senior Secured Note Documents (in each case, as defined therein) have been designated on or prior to 28 September 2012 as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(I) As a condition subsequent to any borrowing under the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures (as defined below), the Pledgor has agreed, for the payment and discharge of and as security for all of the Secured Obligations (as defined below), to enter into this pledge agreement (the “Pledge Agreement”) which the Pledgor declares to be in its best corporate interest.

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IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in any notice given under this Pledge Agreement.

1.2 In this Pledge Agreement:

“2010 Issuers” means the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“Applicable Representative” has the meaning ascribed to such term in the First Lien Intercreditor Agreement.

“Agreed Security Principles” has the meaning it is given in the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Third Amended and Restated Credit Agreement shall prevail.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“Business Day” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

“Event of Default” means an “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

“February 2011 Issuers” means the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

“Issuers” shall mean the “Issuers” under and as defined in the Senior Secured Notes Indentures, including their successors in interest.

“Legal Reservations” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

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“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” means the “Grantors”, under and as defined, in the First Lien Intercreditor Agreement.

“Loan Parties’ Agent” means Reynolds Group Holdings Limited.

“Pledged Portfolio” means the Shares and the Related Assets.

“Principal Finance Documents” means the Third Amended and Restated Credit Agreement, the Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.

“Related Assets” means all dividends, interest and other monies payable in respect of the Shares and all other rights, benefits and proceeds (including the proceeds from any sale of the Shares following an enforcement of this Pledge and, in particular, any proceeds that may not immediately be used to discharge Secured Obligations) in respect of or derived from the Shares (whether by way of redemption, liquidation, bonus, preference, option, substitution, conversion or otherwise) except to the extent these constitute Shares.

“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have against any Loan Party or any other person having granted security or given a guarantee for the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge including, in particular, the Pledgor’s right of recourse against any such entity under the terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation or any other similar right, action or claim under any applicable law.

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents (including, for the avoidance of doubt, any liability in respect of any further advances made under the Loan Documents or resulting from an amendment or an increase of the principal amount of the Facilities), together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“Senior Secured Notes Indentures” means the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Secured Notes Indenture.

“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

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“Shareholders Register” means the register of shareholders of the Company.

“Shares” means all of the shares (“actions”) in the share capital of the Company held by, to the order or on behalf of the Pledgor at any time, including for the avoidance of doubt any shares which shall be issued by the Company to the Pledgor from time to time, regardless of the reason of such issuance, whether by way of substitution, replacement, dividend or in addition to the shares held on the date hereof, whether following an exchange, division, free attribution, contribution in kind or in cash or for any other reason (the “Future Shares”), in which case such Future Shares shall immediately be and become subject to the security interest created hereunder.

1.3 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Pledge Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge Agreement, the First Lien Intercreditor Agreement, the Third Amended and Restated Credit Agreement or any other Loan Document) is a reference to such agreement as amended, varied, modified or supplemented (however fundamentally) from time to time. Clause headings are for ease of reference only.

1.5 This Pledge Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Pledge Agreement.

2. PLEDGE OVER PLEDGED PORTFOLIO

2.1 The Pledgor pledges the Pledged Portfolio in favour of the Collateral Agent, acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority security (gage) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations.

2.2 The Pledgor and the Collateral Agent request the Company and the Company, by signing hereunder for acceptance, undertakes to register the Pledge in the Shareholders Register and to provide to the Collateral Agent a certified copy of the Shareholders Register evidencing such registration on the date hereof.

2.3 The following wording shall be used for the registration:

“All shares in the Company owned from time to time by BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., and, in particular, the […] Shares owned on the date of the present registration with registration number […] to […], have been pledged in favour of The Bank of New York Mellon acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].”

2.4 The Pledgor and the Collateral Agent request the Company and the Company undertakes to provide to the Collateral Agent a certified copy of the Shareholders Register evidencing the issuance and/or the registration of any Future Shares promptly following the date of such issuance.

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2.5 The following wording shall be used for the registration:

“All shares in the Company owned from time to time by Beverage Packaging Holdings (Luxembourg) I S.A.., and, in particular, the (number) Shares owned on the date of the present registration with registration number (number) to (number), have been pledged in favour of The Bank of New York Mellon acting for itself and as collateral agent for the benefit of the secured parties pursuant to a pledge agreement dated [date].”

2.6 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken by the directors or other officers of the Company for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with any such perfection steps within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the terms of the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent. In particular, should any such steps be required in relation to Future Shares, the Pledgor undertakes to take any such steps simultaneously to the issuance or receipt of Future Shares.

2.7 The Pledgor and the Collateral Agent hereby give power to any member of the board of management of the Company, any lawyer of Loyens & Loeff in Luxembourg and any employee, officer or director of MAS Luxembourg, with full power of substitution, to register the Pledge or the issuance of any further Shares in the Shareholders Register.

2.8 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

3. VOTING RIGHTS AND DIVIDENDS

3.1 As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents.

3.2 For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur.

3.3 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares.

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3.4 Following the occurrence of an Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit (including for the avoidance of doubt, in relation to the removal and appointment of members of the supervisory board of the Company). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor’s ownership of the pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of management to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents:

4.1.1 the Shares represent the entire issued share capital of the Company;

4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof;

4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and

4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 (d) of the Third Amended and Restated Credit Agreement.

4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not:

4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or

4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law).

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4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement:

4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement;

4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and

4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

5. POWER OF ATTORNEY

5.1 The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged Portfolio must be carried out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause 5.1 shall only be exercised upon the occurrence of an Event of Default and provided that such Event of Default is continuing, or if the Pledgor has failed to comply with a further assurance or any perfection obligations hereunder within 10 Business Days of being notified of that failure.

5.2 The Pledgor shall ratify and confirm all things done and all documents executed by the Collateral Agent in the exercise of that power of attorney.

5.3 The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under this Clause 5.1 unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

6. REMEDIES UPON DEFAULT

6.1 Upon the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to realise the Pledged Portfolio in the most favourable manner provided for by Luxembourg law and in particular the Financial Collateral Law and may, in particular, but without limitation,

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6.1.1 appropriate the Pledged Portfolio in which case the Pledged Portfolio will be valued at its fair value, as determined by an independent expert appointed by the Collateral Agent, to the extent possible among the members of the Institut Luxembourgeois des réviseurs d’entreprises or, if no such appointment can be made or no valuation can be obtained within a reasonable time, by the Collateral Agent in its commercially reasonable discretion. The Collateral Agent may appoint a qualified third party to make (or to assist the Collateral Agent in making) such valuation;

6.1.2 sell the Pledged Portfolio in a private sale at normal commercial terms (conditions commerciales normales), or in a sale organised by a stock exchange (to be chosen by the Collateral Agent), or in a public sale (organised at the discretion of the Collateral Agent and which, for the avoidance of doubt, does not need to be made by or within a stock exchange);

6.1.3 request a judicial decision that the Pledged Portfolio shall be attributed to the Collateral Agent in discharge of the Secured Obligations following a valuation of the Pledged Portfolio made by a court appointed expert; or

6.1.4 proceed to a set off between the Secured Obligations and the Pledged Portfolio.

6.2 The Collateral Agent shall apply the proceeds of the sale in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.

7. EFFECTIVENESS OF COLLATERAL

7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.

7.2 The Pledge shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.

7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.

7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.

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7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.

7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:

7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;

7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;

7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or

7.6.4 any other act, event or omission which, but for this Clause 7.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.

7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.

7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.

8. INDEMNITY

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Portfolio.

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9. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit, which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent itself.

10. RIGHTS OF RECOURSE

10.1 For as long as the Secured Obligations are outstanding and have not been unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (“saisie-arrêt conservatoire”) or by way of set-off).

10.2 The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against whom the Rights of Recourse are to be exercised has come under the direct or indirect control of the Collateral Agent or the Secured Parties or any third party following or in connection with, the enforcement of any security granted in connection with the Secured Obligations.

10.3 Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.2 of this Pledge Agreement).

11. PARTIAL ENFORCEMENT

Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to request enforcement of all or part of the Pledged Portfolio in its most absolute discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge created hereunder over the Pledged Portfolio, as it then shall be (and in particular those Shares which have not been subject to enforcement). The Pledge shall continue to remain in full and valid existence until enforcement, discharge or termination hereof, as the case may be.

12. COSTS AND EXPENSES

Section 9.05 (Expenses; Indemnity) of the Third Amended and Restated Credit Agreement applies to this Pledge Agreement.

13. CURRENCY CONVERSION

Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the discharge of, any of the Secured Obligations the Collateral Agent may convert any money received, recovered or realised or subject to application by it under this Pledge Agreement from one currency to another, as the Collateral Agent (acting reasonably) may think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

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14. NOTICES

Any notice or demand to be served by one person on another pursuant to this Pledge Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

15. SUCCESSORS

15.1 This Pledge Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Parties or the Collateral Agent, and references to the Secured Parties or the Collateral Agent shall be deemed to include any assignee or successor in title of the Secured Parties or the Collateral Agent and any person who, under any applicable law, has assumed the rights and obligations of the Secured Parties or the Collateral Agent hereunder or to which under such laws the same have been transferred or novated or assigned in any manner.

15.2 For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other relevant legal provisions, to the extent required under applicable law and without prejudice to any other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof, the Secured Parties and the Collateral Agent hereby expressly reserve and the Pledgor agrees to the preservation of this Pledge Agreement and the Pledge in case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising under the Loan Documents.

15.3 To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Collateral Agent to make any notifications and/or to require any required registrations to be made in the Shareholders Register, or to take any other steps, and undertakes to do so itself if so requested by the Collateral Agent.

16. AMENDMENTS AND PARTIAL INVALIDITY

16.1 Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall require written form.

16.2 If any provision of this Pledge Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

17. LAW AND JURISDICTION

This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

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This Pledge Agreement has been duly executed by the parties in three originals.

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SIGNATURE PAGE - PLEDGE OVER SHARES IN BEVERAGE PACKAGING

HOLDINGS (LUXEMBOURG) V S.A.

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

The Pledgor

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

Duly represented by:

/s/ Karen M. Mower

Name: Karen M. Mower

Title: Authorised Signatory

The Company

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.

Duly represented by:

/s/ Karen M. Mower

Name: Karen M. Mower

Title: Authorised Signatory

[Signature Page to Luxembourg Share Pledge]

EX-4.599

EXHIBIT 4.599

Execution Version

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.

AS PLEDGOR

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

PLEDGE OVER BANK ACCOUNTS

(HSBC TRINKAUS & BURKHARDT (INTERNATIONAL)

S.A.)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		3
2.	PLEDGE OVER PLEDGED ACCOUNTS CLAIMS		5
3.	OPERATION OF ACCOUNTS		6
4.	PLEDGOR'S REPRESENTATIONS AND UNDERTAKINGS		6
5.	POWER OF ATTORNEY		7
6.	REMEDIES UPON DEFAULT		7
7.	EFFECTIVENESS OF COLLATERAL		8
8.	INDEMNITY		9
9.	DELEGATION		9
10.	RIGHTS OF RECOURSE		10
11.	PARTIAL ENFORCEMENT		10
12.	COSTS AND EXPENSES		10
13.	CURRENCY CONVERSION		10
14.	NOTICES		10
15.	SUCCESSORS		10
16.	AMENDMENTS AND PARTIAL INVALIDITY		11
17.	LAW AND JURISDICTION		11

THIS PLEDGE AGREEMENT has been entered into on 20 December 2012

BETWEEN

(1) BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a société anonyme incorporated under Luxembourg law with registered office at 6C, rue Gabriel Lippmann L-5365 Munsbach, Grand Duchy of Luxembourg, in the process of being registered with the Luxembourg Register of Commerce and Companies (the “Pledgor”); and

(2) THE BANK OF NEW YORK MELLON, acting for itself and as collateral agent as appointed under the First Lien Intercreditor Agreement (as defined below) for the benefit of the Secured Parties (as defined below), together with its successors and permitted assigns in such capacity (the “Collateral Agent”),

WHEREAS:

(A) Pursuant to a credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly Reynolds Consumer Products Holdings Inc.), SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC (formerly Pactiv Corporation) and SIG Austria Holding GmbH as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by amendment agreements dated 21 January 2010, 4 May 2010, 30 September 2010, 9 February 2011, 11 March 2011 and 9 August 2011, as further amended and restated by the Third Amended and Restated Credit Agreement (as defined below), as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, certain loan facilities (the “Facilities”) were made available to the Borrowers (as defined below).

(B) On 5 November 2009, the Collateral Agent, The Bank of New York Mellon as trustee, Credit Suisse AG as administrative agent under the Credit Agreement, and the Loan Parties (as defined below) as at that date and certain other parties, entered into an intercreditor agreement (the “First Lien Intercreditor Agreement”) amended by an amendment dated 21 January 2010 and as further amended, novated, supplemented, restated or modified from time to time.

(C) Pursuant to an indenture (the “2010 Senior Secured Notes Indenture”) dated 15 October 2010 and entered into between the 2010 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the 2010 Issuers.

(D) Pursuant to an indenture (the “February 2011 Senior Secured Notes Indenture”) dated 1 February 2011 and entered into between the February 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New

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York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the February 2011 Issuers.

(E) Pursuant to an indenture (the “August 2011 Senior Secured Notes Indenture”) dated 9 August 2011 and entered into between the August 2011 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the August 2011 Issuers.

(F) On 28 September 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V., Pactiv LLC, SIG Austria Holding GmbH, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, together with certain other parties entered into an amendment no. 7 and incremental term loan assumption agreement (the “Amendment No. 7”) relating to the Credit Agreement (the “Third Amended and Restated Credit Agreement”).

(G) Pursuant to an indenture (the “September 2012 Senior Secured Notes Indenture”) dated 28 September 2012 and entered into between the September 2012 Issuers (as defined below), the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent, together with certain other parties, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time, certain notes were issued by the September 2012 Issuers (the “September 2012 Senior Secured Notes”).

(H) The Obligations in respect of the notes issued under each of the Senior Secured Notes Indentures and any Senior Secured Note Documents (in each case, as defined therein) have been designated on or prior to 28 September 2012 as “Additional Obligations” under, and in accordance with, section 5.02 (c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(I) As a condition subsequent to any borrowing under the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures (as defined below), the Pledgor has agreed, for the payment and discharge of and as security for all of the Secured Obligations (as defined below), to enter into this pledge agreement (the “Pledge Agreement”) which the Pledgor declares to be in its best corporate interest.

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IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless defined in this Pledge Agreement or the context otherwise requires, a term defined in the First Lien Intercreditor Agreement has the same meaning in this Pledge Agreement and in any notice given under this Pledge Agreement.

1.2 In this Pledge Agreement:

“2010 Issuers” shall mean the “Issuers” under and as defined in the 2010 Senior Secured Notes Indenture, including their successors in interest.

“Account Bank” means HSBC Trinkaus & Burkhardt (International) S.A. with registered address at 8, rue Lou Hemmer, L-1748 Luxembourg-Findel and any Luxembourg bank or financial institution with whom is opened a Future Account (as defined below).

“Accounts” means all the bank accounts having the root number 041/5854 opened in the name of the Pledgor with the Account Bank (including any sub-account, renewal, redesignation or replacement thereof) as well as any bank account of the Pledgor to be opened in the future (the “Future Account”).

“Applicable Representative” has the meaning ascribed to such term in the First Lien Intercreditor Agreement.

“Agreed Security Principles” has the meaning it is given in the Third Amended and Restated Credit Agreement and each of the Senior Secured Notes Indentures and to the extent of any inconsistency the meaning it is given in the Third Amended and Restated Credit Agreement shall prevail.

“August 2011 Issuers” shall mean the “Issuers” under and as defined in the August 2011 Senior Secured Notes Indenture, including their successors in interest.

“Borrowers” shall mean the “Borrowers” under, and as defined in, the Third Amended and Restated Credit Agreement from time to time.

“Business Day” has the meaning ascribed to such term in the Third Amended and Restated Credit Agreement.

“Event of Default” means an “Event of Default” under, and as defined in, the First Lien Intercreditor Agreement.

“Financial Collateral Law” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

“February 2011 Issuers” shall mean the “Issuers” under and as defined in the February 2011 Senior Secured Notes Indenture, including their successors in interest.

“Group” means Reynolds Group Holdings Limited and its subsidiaries from time to time.

“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other document that is designated by the Loan Parties’ Agent and the Collateral Agent as an intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced or modified from time to time.

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“Issuers” shall mean the “Issuers” under and as defined in the Senior Secured Notes Indentures, including their successors in interest.

“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the Collateral Agent as a Loan Document.

“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor Agreement.

“Loan Parties’ Agent” means Reynolds Group Holdings Limited.

“Pledged Accounts Claims” means any claim to the credit balance of the Accounts as well as any other claim the Pledgor may have against the Account Bank in relation to the Accounts regardless of the nature thereof, including, for the avoidance of doubt, any pecuniary claim for the payment of the relevant credit balance as well as any other pecuniary claim, regardless of the nature thereof in relation to the Accounts, including, for the avoidance of doubt, any pecuniary claim for the payment of the interests paid into the Accounts.

“Principal Finance Documents” means the Third Amended and Restated Credit Agreement, the Senior Secured Notes Indentures, the Intercreditor Arrangements and any Additional Agreement.

“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have against any Loan Party or any other person having granted security or given a guarantee for the Secured Obligations, arising under or pursuant to the enforcement of the present Pledge including, in particular, the Pledgor’s right of recourse against any such entity under the terms of Article 2028 et seq. of the Luxembourg Civil Code (including, for the avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by way of subrogation or any other similar right, action or claim under any applicable law.

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Loan Party and each grantor of a security interest to the Secured Parties (or any of them) under each or any of the Loan Documents (including, for the avoidance of doubt, any liability in respect of any further advances made under the Loan Documents or resulting from an amendment or an increase of the principal amount of the Facilities), together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents or any other document evidencing or securing any such liabilities.

“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien Intercreditor Agreement.

“Senior Secured Notes Indentures” means the 2010 Senior Secured Notes Indenture, the February 2011 Senior Secured Notes Indenture, the August 2011 Senior Secured Notes Indenture and the September 2012 Secured Notes Indenture.

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“September 2012 Issuers” shall mean the “Issuers” under and as defined in the September 2012 Senior Secured Notes Indenture, including their successors in interest.

1.3 This Pledge Agreement is subject to the terms of the Intercreditor Arrangements. In the event of a conflict between the terms of this Pledge Agreement and the Intercreditor Arrangements, the terms of the Intercreditor Arrangements will prevail.

1.4 In this Pledge Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement (including this Pledge Agreement, the First Lien Intercreditor Agreement and the Third Amended and Restated Credit Agreement or any other Loan Document) is a reference to such agreement as amended, varied, modified or supplemented (however fundamentally) from time to time. Clause headings are for ease of reference only.

1.5 This Pledge Agreement may be executed in any number of counterparts and by way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Pledge Agreement.

2. PLEDGE OVER PLEDGED ACCOUNTS CLAIMS

2.1 The Pledgor pledges the Pledged Accounts Claims in favour of the Collateral Agent acting for itself and as collateral agent for the benefit of the Secured Parties, who accepts, as first-priority pledge (gage de premier rang) (subject to any Liens permitted pursuant to Section 6.02 (u) of the Third Amended and Restated Credit Agreement and “Permitted Liens” clause (24) of each of the Senior Secured Notes Indentures) (the “Pledge”) for the due and full payment and discharge of all of the Secured Obligations.

2.2 The Pledgor shall no later than the next following Business Day upon the execution of this Pledge Agreement, and, as the case may be, no later than 5 Business Days following the opening of any Future Account, notify this Pledge to the Account Bank, such notice to be in the form set-out in Schedule 1 or any other form as agreed by the Collateral Agent and the Pledgor, and undertakes to use reasonable endeavours to obtain within 5 Business Days a duly executed acknowledgement (substantially in the form set-out in Schedule 2 hereto or any other form as agreed by the Collateral Agent and the Pledgor) from the Account Bank.

2.3 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and empowers the Collateral Agent to take or to cause any formal steps to be taken for the purpose of perfecting the present Pledge, if the Pledgor has failed to comply with such perfection step within 10 Business Days of being notified of that failure and, for the avoidance of doubt, subject to the Agreed Security Principles, undertakes to take any such steps itself if so directed by the Collateral Agent.

2.4 The Pledgor undertakes that during the subsistence of this Pledge Agreement it will not grant any pledge with lower rank over the Pledged Accounts Claims without the prior approval of the Collateral Agent except as contemplated under the Principal Finance Documents.

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3. OPERATION OF ACCOUNTS

Unless an Event of Default has occurred and is continuing, the Accounts shall not be blocked and, without prejudice to the security interest created pursuant to this Pledge Agreement, the Pledgor shall be allowed to continue to operate the Accounts and exercise all rights and powers in respect of the Accounts. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, this authorisation may at any moment be revoked by the Collateral Agent by giving written notice to the Account Bank, with a copy to the Pledgor.

4. PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS

4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents:

4.1.1 no counterclaims as to which a right to set-off or right of retention could be exercised exist with respect to the Pledged Accounts Claims except those permitted to exist under the Principal Finance Documents; and

4.1.2 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 (d) of the Third Amended and Restated Credit Agreement.

4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not:

4.2.1 sell or otherwise dispose of all or any of its rights, title and interest in the Pledged Accounts Claims or the Accounts (and, in particular, close any of the Accounts); or

4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Accounts Claims or the Accounts (other than, for the avoidance of doubt, the Pledge, any liens or privileges arising mandatorily by law and any liens permitted under Section 6.02 (u) (Banker’s Liens) of the Third Amended and Restated Credit Agreement).

4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement:

4.3.1 it will ensure that no counterclaims, as to which a right to set-off or right of retention could be exercised, will exist with respect to the Pledged Accounts Claims except those permitted to exist under the Principal Finance Documents;

4.3.2 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement;

4.3.3 it shall act in good faith and, unless otherwise permitted by the Principal Finance Documents, not knowingly take any steps nor do anything which would adversely affect the existence of the Pledge created hereunder;

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4.3.4 it shall inform the Collateral Agent as soon as possible in case the Pledge is prejudiced or jeopardised by actions of third parties (including, but without being limited to, by attachments). Such information shall be accompanied, in case of any attachment, by a copy of the order for attachment, as well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions. The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other third parties asserting rights with respect to the Accounts in writing of the existence of the Pledge. Subject to Clause 12 (Costs and Expenses) hereof, all reasonable and adequately documented costs and expenses for any actions of intervention and measures of the Collateral Agent shall be borne by the Pledgor. This shall also apply to the institution of legal action, which the Collateral Agent may consider necessary; and

4.3.5 it shall notify the Collateral Agent as soon as possible of any event or circumstance which would have a material adverse effect on the validity or enforceability of this Pledge Agreement.

5. POWER OF ATTORNEY

5.1 The Pledgor irrevocably appoints the Collateral Agent to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for (a) carrying out any obligation imposed on the Pledgor under this Pledge Agreement or (b) exercising any of the rights conferred on the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged Accounts Claims must be carried out as described in Clause 6 (Remedies upon Default) hereunder. The powers under this Clause 5.1 shall only be exercised upon the occurrence of an Event of Default and provided that such Event of Default is continuing, or if the Pledgor has failed to comply with a further assurance or any perfection obligation hereunder within 10 Business Days of being notified of that failure.

5.2 The Pledgor shall ratify and confirm all things done and all documents executed by the Collateral Agent in the exercise of that power of attorney.

5.3 The Collateral Agent shall not be obliged to exercise the powers conferred upon it by the Pledgor under Clause 5.1 of this Pledge Agreement unless and until it shall have been (a) instructed to do so by the Applicable Representative and (b) indemnified and/or secured and/or prefunded to its satisfaction.

6. REMEDIES UPON DEFAULT

6.1 Upon the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to realise the Pledged Accounts Claims in the most favourable manner provided for by Luxembourg law and in particular the Financial Collateral Law. In particular, but without limitation, the Collateral Agent shall be entitled to request direct payment of the Pledged Accounts Claims from the Account

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Bank and the Collateral Agent may proceed to a set-off between the Pledged Accounts Claims and the Secured Obligations in accordance with the terms of Article 11(3) and 11(1) (d) of the Financial Collateral Law.

6.2 The Collateral Agent shall apply the proceeds of the enforcement in or towards the discharge of the Secured Obligations, in accordance with the terms of the Loan Documents.

6.3 For the purpose of enforcing this Pledge, the Collateral Agent shall be irrevocably empowered and authorised to proceed to the temporary closure (arrêté de compte) of the Accounts as well as to any other administrative arrangements necessary for the enforcement of the Pledge.

7. EFFECTIVENESS OF COLLATERAL

7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with the terms of Clause 7.2 of this Pledge Agreement.

7.2 The Pledge shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.

7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.

7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent in perfecting or enforcing any security interest or rights or remedies that the Secured Parties or the Collateral Agent may now or at any time in the future have from or against the Pledgor or any other person.

7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.

7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:

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7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Party under any other Loan Documents;

7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;

7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or

7.6.4 any other act, event or omission which, but for this Clause 7.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.

7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.

7.8 Subject to the terms of the Principal Finance Documents, neither the Secured Parties nor Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Accounts Claims or the Accounts or (c) the realisation of all or any part of the Pledged Accounts Claims or the Accounts, except in the case of bad faith, gross negligence or wilful misconduct upon their part.

8. INDEMNITY

To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Pledge Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement or otherwise relating to the Pledged Accounts Claims.

9. DELEGATION

Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted by Luxembourg law), the Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Pledge Agreement (including the power of attorney) on such terms and conditions as it shall see fit, which delegation shall not preclude either the subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Collateral Agent itself.

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10. RIGHTS OF RECOURSE

10.1 For as long as the Secured Obligations are outstanding and have not been unconditionally and irrevocably paid and discharged in full or the Collateral Agent or the Secured Parties have any obligations under the Loan Documents, the Pledgor shall not exercise any Rights of Recourse, arising for any reason whatsoever, by any means whatsoever (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (“saisie-arrêt conservatoire”) or by way of set-off.

10.2 The Pledgor irrevocably agrees to waive its Rights of Recourse if the relevant person against whom the Rights of Recourse are to be exercised has come under the direct or indirect control of the Collateral Agent or the Secured Parties or any third party following or in connection with, the enforcement of any security granted in connection with the Secured Obligations.

10.3 Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.1 of this Pledge Agreement).

11. PARTIAL ENFORCEMENT

Subject to Clause 6 (Remedies upon Default), the Collateral Agent shall be entitled to request enforcement of the Pledge over all or part of the Pledged Accounts Claims in its most absolute discretion. No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge created hereunder over the Pledged Accounts Claims, as it then shall be. The Pledge shall continue to remain in full and valid existence until enforcement, discharge or termination hereof, as the case may be.

12. COSTS AND EXPENSES

Section 9.05 (Expenses; Indemnity) of the Third Amended and Restated Credit Agreement applies to this Pledge Agreement.

13. CURRENCY CONVERSION

Without prejudice to the terms of the Loan Documents, for the purpose of, or pending the discharge of, any of the Secured Obligations the Collateral Agent may convert any money received, recovered or realised or subject to application by it under this Pledge Agreement from one currency to another, as the Collateral Agent (acting reasonably) may think fit and any such conversion shall be effected at the Collateral Agent’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

14. NOTICES

Any notice or demand to be served by one person on another pursuant to this Pledge Agreement shall be served in accordance with the provisions of the First Lien Intercreditor Agreement.

15. SUCCESSORS

15.1 This Pledge Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Parties or the Collateral Agent and references to the Secured Parties or the Collateral Agent shall be deemed to include any assignee or

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successor in title of the Secured Parties or the Collateral Agent and any person who, under any applicable law, has assumed the rights and obligations of the Secured Parties or the Collateral Agent hereunder or to which under such laws the same have been transferred or novated or assigned in any manner.

15.2 For the purpose of Articles 1278 et seq. of the Luxembourg Civil Code and any other relevant legal provisions, to the extent required under applicable law and without prejudice to any other terms hereof or of any other Loan Documents and in particular Clause 15.1 hereof, the Secured Parties and the Collateral Agent hereby expressly reserves and the Pledgor agrees to the preservation of this Pledge Agreement and of the Pledge in case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising under the Loan Documents.

15.3 To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Collateral Agent to make any notifications and/or to proceed to any required registrations, or to take any other steps, and undertakes to do so himself if so requested by the Collateral Agent.

16. AMENDMENTS AND PARTIAL INVALIDITY

16.1 Changes to this Pledge Agreement and any waiver of rights under this Pledge Agreement shall require written form.

16.2 If any provision of this Pledge Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Pledge Agreement and the remaining provisions of this Pledge Agreement shall remain in full force and effect. The Pledge Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

17. LAW AND JURISDICTION

This Pledge Agreement shall be governed by Luxembourg law and the courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

This Pledge Agreement has been duly executed by the parties in two originals.

- 11 -

SCHEDULE 1

NOTICE OF PLEDGE TO THE ACCOUNT BANK

(ON THE LETTERHEAD OF THE PLEDGOR)

Date [—]

To:	HSBC TRINKAUS & BURKHARDT (INTERNATIONAL) S.A.
	8, rue Lou Hemmer
	L-1748 Luxembourg-Findel
	Grand-Duchy of Luxembourg
	Corporate Banking department
	Attn: Tim Hermesdorf, Koen Quintens
	Fax. No. +352-471847-2980
	And
	Account Administration department
	Attn.: Matthias Keller
	Fax. no. +352-471847-2642
Copy to:	THE BANK OF NEW YORK MELLON
	101 Barclay Street, 4E
	New York, N.Y. 10286
	Attn: International Corporate Trust

Dear Sirs,

Notice of Pledge over Bank Accounts

We refer to all the bank accounts (the “Accounts”) having the root number 041/5854 (including any sub account, renewal, redesignation or replacement thereof) opened in our name with your bank.

We hereby give you notice, for the purpose of the Luxembourg law of 5 August 2005 on financial collateral arrangements, as well as any other applicable laws, if any, of a pledge granted by ourselves in favour of The Bank Of New York Mellon, acting for itself and as collateral agent for the benefit of the Secured Parties (as defined in the pledge agreement) (the “Collateral Agent”) over any claim to the credit balance of the Accounts, as well as any other claim we may have against your bank in relation to such Accounts.

We further request you to waive any right of pledge, right of set-off, lien, right of retention, right of combination of account or any similar right you may have against us or the Accounts, whether arising by way of contract, general terms and conditions or law.

We kindly ask you to return the attached acknowledgement form, duly executed, to our above address, with a copy to the Collateral Agent.

Yours sincerely,

- 12 -

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.

Duly represented by:

Name:

Title:

- 13 -

SCHEDULE 2

FORM OF ACKNOWLEDGEMENT

(ON THE LETTERHEAD OF THE ACCOUNT BANK)

Date [—]

To:	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A
	6C, rue Gabriel Lippmann
	L-5365 Munsbach
	Grand-Duchy of Luxembourg
Copy to:	THE BANK OF NEW YORK MELLON
	101 Barclay Street, 4E
	New York, N.Y. 10286
	Attn: International Corporate Trust

Dear Sirs,

Notice of Pledge over Bank Accounts

We refer to the notice of pledge dated                     and regarding a pledge over bank accounts entered into between The Bank Of New York Mellon as Collateral Agent and Beverage Packaging Holdings (Luxembourg) V S.A. as Pledgor on             (the “Pledge Agreement”) for the purpose of creating a pledge over any claim the Pledgor may have to the credit balance of all the bank accounts having the root number 041/5854 (including any sub account, renewal, redesignation or replacement thereof) (the “Accounts”) opened in the name of the Pledgor with us as Account Bank, as well as any other claim the Pledgor may have against our bank in relation to such accounts.

We acknowledge receipt of this notice of pledge as well as the security interest created by the Pledge Agreement.

Any security interest over the Accounts that may exist in our favour such as, in particular, any pledge or similar security arrangement pursuant to the general terms and conditions governing the Accounts shall be released hereby.

We expressly waive any right of pledge, right of set-off, lien, right of retention, right of combination of accounts or any similar right we may have against you or the Account, whether arising by way of contract, general terms and conditions or law.

We specifically acknowledge the terms of clause 3 (Operation of Account) of the pledge agreement and agree to act accordingly.

- 14 -

Clause 3 (Operation of Account)

Unless an Event of Default has occurred and is continuing, the Accounts shall not be blocked and, without prejudice to the security interest created pursuant to this Pledge Agreement, the Pledgor shall be allowed to continue to operate the Accounts and exercise all rights and powers in respect of the Accounts. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, this authorisation may at any moment be revoked by the Collateral Agent by giving written notice to the Account Bank, with a copy to the Pledgor.

In relation to any notice to be given to our bank under or in connection to the Pledge Agreement, and in particular in relation to clause 3 (Operation of Accounts) thereof (as reproduced above), we shall have no obligation to act until the receipt of a copy of such notice sent to us by either:

• hand delivery or registered mail at HSBC Trinkaus & Burkhardt (International) S.A.; or

• fax with confirmation of receipt to HSBC Trinkaus & Burkhardt (International) S.A. to Corporate Banking department (Attn.: Tim Hermesdorf, Koen Quintens (Fax. no. +352-471847-2980)) and to Account Administration department (Attn.: Matthias Keller (Fax. no. +352-471847-2642)).

We shall block the Accounts or act in any other way (as required), immediately upon the receipt of a copy of any such notice.

It is specifically agreed that we shall have no responsibility nor duty to check that the conditions set out in the Pledge Agreement or any other agreement and defined in these agreements as Event of Default, continuation of such an Event of Default or “enforcement” are fulfilled, nor to check that the operation of the Accounts by the Pledgor is made according to any agreement mentioned in the Pledge Agreement.

Yours sincerely,

HSBC TRINKAUS & BURKHARDT (INTERNATIONAL) S.A.

Duly represented by:

Name:	Name:
Title:	Title:

- 15 -

SIGNATURE PAGE - PLEDGE OVER BANK ACCOUNTS (BEVERAGE

PACKAGING HOLDINGS (LUXEMBOURG) V S.A.)

The Collateral Agent

THE BANK OF NEW YORK MELLON

Duly represented by:

/s/ Catherine F. Donohue

Name: Catherine F. Donohue

Title: Vice President

The Pledgor

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.

Duly represented by:

/s/ Pascal Beckers

Name: Pascal Beckers

Title: Director

/s/ Alexis de Montpellier

Name: Alexis de Montpellier

Title: Director

SIGNATURE PAGE

EX-4.600

EXHIBIT 4.600

TERMINATION AND RELEASE AGREEMENT

TERMINATION AND RELEASE AGREEMENT dated as of December 20, 2012 (this “Agreement”), by and between The Bank of New York Mellon, as Collateral Agent under the Collateral Agreement (as defined below) (the “Collateral Agent”) and Beverage Packaging Holdings (Luxembourg) III S.à r.l. (“BPIII”). Capitalized terms used but not defined herein shall have the meanings set forth in the Collateral Agreement.

WITNESSETH:

WHEREAS, BPIII and the Collateral Agent are parties to (i) the Collateral Agreement, dated as of November 5, 2009, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Reynolds Group Holdings Inc. ( “RGHI”), Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., the other Grantors from time to time party thereto and the Collateral Agent (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”) and (ii) the First Lien Intercreditor Agreement, dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement, dated as of January 21, 2010, among the Collateral Agent, Credit Suisse AG (formerly Credit Suisse), as Administrative Agent (as defined therein), The Bank of New York Mellon, as Trustee (as defined therein), Wilmington Trust (London) Limited, as Additional Collateral Agent (as defined therein), the grantors party thereto and each additional representative from time to time party thereto (as further amended, supplemented or otherwise modified from time to time, the “First Lien Intercreditor Agreement”);

WHEREAS, pursuant to the Collateral Agreement, BPIII granted a Security Interest in 100% of the outstanding stock of RGHI (the “Stock”) to the Collateral Agent for the benefit of the Secured Parties;

WHEREAS, on and as of the date hereof, the Stock will be contributed by BPIII to Beverage Packaging Holdings (Luxembourg) V S.A. (“BPV”) a newly-formed direct subsidiary of BPIII (the “Stock Contribution”);

WHEREAS, BPV will pledge the Stock to the Collateral Agent pursuant to Section 2.01 of the Collateral Agreement;

WHEREAS, as a result of the Stock Contribution, BPIII will no longer own or hold any Pledged Collateral;

WHEREAS, pursuant to Section 2.02(d) of the First Lien Intercreditor Agreement, the Collateral Agent, acting on instructions of the Applicable Representative, has the right to release Liens on Shared Collateral (as defined therein) (other than releases of all or substantially all of such Collateral);

WHEREAS, pursuant to Section 5.09(b) of the Collateral Agreement, the Collateral Agreement may be modified pursuant to an agreement in writing entered into by the Collateral Agent and the Loan Party with respect to which such modification is to apply;

WHEREAS, pursuant to Section 5.15(c) of the Collateral Agreement, upon the effectiveness of any written consent under any Loan Document to the release of the Security Interest granted thereby in any Collateral, the Security Interest in such Collateral shall be automatically released;

NOW, THEREFORE, in consideration of the promises and other agreements herein contained, the parties hereto hereby agree as follows:

1. Release of Security Interest. The Collateral Agent (acting on written instructions of the Applicable Representative), on behalf of the Secured Parties, hereby irrevocably and unconditionally releases its Security Interest in the Stock granted to it by BPIII. Upon the consummation of the transactions contemplated to occur on the date hereof as described herein, the Collateral Agent hereby authorizes Debevoise & Plimpton LLP (at the expense of Debevoise & Plimpton LLP) to file a release of the financing statement set forth on Schedule A attached hereto previously filed, to reflect such release of its lien and security interest in the Collateral.

2. Release of Grantor. The Collateral Agent (acting on written instructions of the Applicable Representative), on behalf of the Secured Parties hereby irrevocably and unconditionally releases and forever discharges, from and as of the date hereof, BPIII, and its respective Representatives from any and all Liabilities arising in connection with the Collateral Agreement or the transactions contemplated thereby. For purposes of this Section 2, “Representatives” shall mean, with respect to BPIII, any officers, directors, agents, employees, representatives and attorneys of BPIII and “Liabilities” shall mean any past, present and future actions, causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, controversies, losses, costs and expenses of any kind, in law or in equity, whether now existing or hereafter arising, known or unknown. The execution and delivery of this Agreement and any documents pertaining hereto is without recourse to, or representation or warranty by, the Collateral Agent or any Secured Party.

3. Binding Effect; Inurement. The terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

4. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

5. Counterparts. This Agreement may be executed in counterparts of the parties hereof, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

6. Section Headings, etc. The headings of sections contained in this Agreement are provided for convenience only. Such headings of sections form no part of this Agreement and shall not affect its construction or interpretation.

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

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

THE BANK OF NEW YORK MELLON, as Collateral Agent
By:	/s/ Catherine F. Donohue
Name:	Catherine F. Donohue
Title:	Vice President
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

[SIGNATURE PAGE TO TERMINATION AND RELEASE AGREEMENT]

Schedule A

1. A financing statement on form UCC-1, naming BPIII as debtor and the Collateral Agent as secured party, in the form attached hereto and marked as Exhibit “A”, filed with the Recorder of Deeds in the District of Columbia on November 9, 2009, and assigned file number 2009122301.

EX-5.1

EXHIBIT 5.1

[Letterhead of Debevoise & Plimpton LLP]

December 21, 2012

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Registration Statement on Form F-4

Ladies and Gentlemen:

We have acted as special counsel to Reynolds Group Issuer Inc. (the “Corporate Issuer”), Reynolds Group Issuer LLC (the “LLC Issuer”) and Reynolds Group Issuer (Luxembourg) S.A. (the “Lux Issuer” and together with the Corporate Issuer and the LLC Issuer, the “Issuers”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form F-4 (Registration No. 333-185285) filed with the Commission (the “Registration Statement”) relating to the proposed offering by the Issuers of the $3,250,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2020 (the “New Notes”), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuers’ outstanding $3,250,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2020 (the “Old Notes” and, together with the New Notes, the “Notes”).

The New Notes are to be issued under the Indenture. The obligations of the Issuers pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (such guarantees, collectively, the “Guarantees”).

As used herein, “Indenture” means, the Senior Secured Notes Indenture, dated as of September 28, 2012, among the Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional collateral agent, as amended and supplemented from time to time. “Trustee” means, The Bank of New York Mellon, in its capacity as trustee under the Indenture. “Original Collateral Agent” means, The Bank of New York Mellon, in its capacity as collateral agent under the Indenture. “Additional Collateral Agent” means, Wilmington Trust (London) Limited, in its capacity as additional collateral agent under the Indenture. “Collateral Agents” means, the Original Collateral Agent and the Additional Collateral Agent. “Delaware Corporate Guarantors” means, collectively, all guarantors listed in Schedule A under the heading “Delaware Corporate Guarantors.” “Other Guarantors”

means, all guarantors listed in Schedule A under the heading “Other Guarantors.” “Guarantors” means, the Delaware Corporate Guarantors and the Other Guarantors listed in Schedule A.

In rendering the opinions expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Issuers, the Guarantors and their respective parents and subsidiaries and such other instruments and certificates of public officials, officers and representatives of the Issuers, the Guarantors and their respective parents and subsidiaries and others as we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Issuers, the Guarantors and their respective parents and subsidiaries and others delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions.

In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against the Trustee, (viii) the power and authority of the Collateral Agents to enter into and perform their obligations under the Indenture, (ix) the due authorization, execution and delivery of the Indenture by the Collateral Agents, (x) the enforceability of the Indenture against the Collateral Agents and (xi) that each of the Lux Issuer, the LLC Issuer and the Other Guarantors (A) has been duly organized under the laws of the jurisdiction of its formation, (B) is validly existing and in good standing under the laws of the jurisdiction of its formation, (C) has the power and authority to execute, deliver and perform its obligations under the Indenture, (D) has taken all necessary actions under the laws of the jurisdiction of its formation to duly authorize the execution and delivery of, and performance of its obligations under the Indenture and (E) to the extent governed by the laws of the jurisdiction of its formation, has duly executed and delivered the Indenture.

Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, we are of the opinion that, upon the due execution and issuance of the New Notes by the Issuers and authentication of the New Notes by the Trustee in accordance with the Indenture and delivery of the New Notes against exchange therefor of the Old Notes, pursuant to the exchange offer described in the Registration Statement, (1) the New Notes will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, and (2) the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

2

Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as currently in effect, and we do not express any opinion herein concerning any other laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

3

Schedule A

Delaware Corporate Guarantors

Bakers Choice Products, Inc.

Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

Closure Systems International Americas, Inc.

Closure Systems International Holdings Inc.

Closure Systems International Inc.

Closure Systems International Packaging Machinery Inc.

CSI Sales & Technical Services Inc.

Evergreen Packaging Inc.

Evergreen Packaging USA Inc.

Evergreen Packaging International (US) Inc.

GPC Capital Corp. I

GPC Capital Corp. II

Graham Packaging Acquisition Corp.

Graham Packaging Company Inc.

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging PX Holding Corporation

Graham Packaging Regioplast STS Inc.

Pactiv Germany Holdings, Inc.

Pactiv International Holdings Inc.

Pactiv Packaging Inc.

PCA West Inc.

RenPac Holdings Inc.

Reynolds Consumer Products Inc.

Reynolds Group Holdings Inc.

Reynolds Manufacturing, Inc.

Reynolds Presto Products Inc.

Reynolds Services Inc.

SIG Combibloc Inc.

Other Guarantors

Whakatane Mill Australia Pty Limited

SIG Austria Holding GmbH

SIG Combibloc GmbH

SIG Combibloc GmbH & Co KG

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

SIG Beverages Brasil Ltda.

SIG Combibloc do Brasil Ltda.

CSI Latin American Holdings Corporation

Graham Packaging PX Company

Graham Packaging PX, LLC

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

BCP/Graham Holdings L.L.C.

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

GPACSUB LLC

GPC Holdings LLC

4

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging Company, L.P.

Graham Packaging GP Acquisition LLC

Graham Packaging LC, L.P.

Graham Packaging LP Acquisition LLC

Pactiv LLC

Pactiv Management Company LLC

Reynolds Consumer Products Holdings LLC

SIG Holding USA, LLC

Closure Systems International Deutschland GmbH

Closure Systems International Holdings (Germany) GmbH

Omni-Pac Ekco GmbH Verpackungsmittel

Omni-Pac GmbH Verpackungsmittel

Pactiv Deutschland Holdinggesellschaft mbH

SIG Beteiligungs GmbH

SIG Beverages Germany GmbH

SIG Combibloc GmbH

SIG Combibloc Holding GmbH

SIG Combibloc Systems GmbH

SIG Combibloc Zerspanungstechnik GmbH

SIG Euro Holding AG & Co. KGaA

SIG Information Technology GmbH

SIG International Services GmbH

SIG Asset Holdings Limited

Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited

CSI Hungary Manufacturing and Trading Limited Liability Company

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Southern Plastics Inc.

Beverage Packaging Holdings (Luxembourg) I S.A.

Beverage Packaging Holdings (Luxembourg) III S.à r.l.

Beverage Packaging Holdings (Luxembourg) IV S.à r.l.

Beverage Packaging Holdings (Luxembourg) V S.A.

Evergreen Packaging (Luxembourg) S.à r.l.

Bienes Industriales del Norte, S.A. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

Evergreen Packaging Mexico, S. de R.L. de C.V.

Grupo Corporativo Jaguar, S.A. de C.V.

Grupo CSI de Mexico, S. de R.L. de C.V.

Pactiv Foodservice Mexico, S. de R.L. de C.V.

Pactiv Mexico, S. de R.L. de C.V.

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

Técnicos de Tapas Innovativas, S.A. de C.V.

Servicios Industriales Jaguar, S.A. de C.V.

Servicio Terrestre Jaguar, S.A. de C.V.

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

Whakatane Mill Limited

Reynolds Group Holdings Limited

BRPP, LLC

5

International Tray Pads & Packaging, Inc.

Graham Packaging Minster LLC

Graham Packaging Holdings Company

Graham Recycling Company, L.P.

SIG allCap AG

SIG Combibloc Group AG

SIG Combibloc Procurement AG

SIG Combibloc (Schweiz) AG

SIG Schweizerische Industrie-Gesellschaft AG

SIG Technology AG

SIG Combibloc Ltd.

Closure Systems International (UK) Limited

IVEX Holdings, Ltd.

J. & W. Baldwin (Holdings) Limited

Kama Europe Limited

Omni-Pac U.K. Limited

Reynolds Consumer Products (UK) Limited

Reynolds Subco (UK) Limited

SIG Combibloc Limited

The Baldwin Group Limited

Graham Packaging West Jordan, LLC

6

EX-5.2

EXHIBIT 5.2

[Letterhead of Richards, Layton & Finger, P.A.]

December 19, 2012

To Each of the Persons Listed

  on Schedule A Attached Hereto

Re: Registration Statement on Form F-4

Ladies and Gentlemen:

We have acted as special Delaware counsel for each of the Delaware limited liability companies listed on Schedule B attached hereto (each, an “LLC” and collectively, the “LLCs”) and each of the Delaware limited partnerships listed on Schedule C attached hereto (each, a “Partnership” and jointly the “Partnerships”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, we have examined executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

(a) Each of the documents listed on Schedule D attached hereto (collectively, the “LLC Certificates”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”);

(b) Each of the documents listed on Schedule E attached hereto (each, an “LLC Agreement” and collectively, the “LLC Agreements”);

(c) Each of the documents listed on Schedule F attached hereto (collectively, the “LP Certificates”), as filed in the office of the Secretary of State;

(d) Each of the documents listed on Schedule G attached hereto (each, a “Partnership Agreement” and collectively, the “Partnership Agreements”);

(e) Resolutions adopted by the unanimous written consent of the sole member, the sole member and manager or the sole member or members and the board of directors, as applicable, of each of the LLCs, each dated August 31, 2012, September 3, 2012, September 14, 2012, September 24, 2012, November 5, 2012 or December 13, 2012 (collectively, the “Initial LLC Resolutions”);

(f) Resolutions adopted by the unanimous written consent of the transaction committee of the board of directors of each of the Board-Managed LLCs (as defined in Schedule D attached hereto), each dated September 24, 2012 (collectively, the “Transaction Committee Resolutions”);

To Each of the Persons Listed

  on Schedule A Attached Hereto

December 19, 2012

Page 2

(g) Resolutions adopted by the unanimous written consent of the partners of each of the Partnerships, each dated September 24, 2012 (collectively, the “LP Resolutions”);

(h) The Senior Secured Notes Indenture, dated as of September 28, 2012 (the “Indenture”), among the Companies (as defined below), the other Senior Secured Note Guarantors (as defined therein) party thereto, Reynolds Group Issuer Inc., a Delaware corporation (“Issuer Inc.”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Lux Issuer”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent (the “Trustee”), The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”), in respect of $3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020;

(i) The First Senior Secured Notes Supplemental Indenture to the Indenture, dated as of November 7, 2012 (the “First Supplemental Indenture”), among Issuer LLC, Issuer Inc., the Lux Issuer, Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), certain note guarantors listed on the signature pages thereto, the Trustee and the Additional Collateral Agent;

(j) The Second Senior Secured Notes Supplemental Indenture to the Indenture, dated as of December 14, 2012 (the “Second Supplemental Indenture”), among Issuer LLC (as defined in Schedule D attached hereto), Issuer Inc., the Lux Issuer, BP I, Beverage Packaging Holdings (Luxembourg) V S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg, the Trustee and the Additional Collateral Agent;

(k) Certificates of an officer of each of the Companies (as defined below), each dated December 19, 2012 (collectively, the “Officer’s Certificates”), as to certain matters; and

(l) A Certificate of Good Standing for each of the Companies (as defined below), each dated December 18, 2012, obtained from the Secretary of State.

The LLCs and the Partnerships are referred to herein collectively as the “Companies.” The Initial LLC Resolutions and the Transaction Committee Resolutions are hereinafter referred to collectively as the “LLC Resolutions.” The Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are hereinafter referred to collectively as the “Transaction Documents.”

To Each of the Persons Listed

  on Schedule A Attached Hereto

December 19, 2012

Page 3

This opinion is based upon our review of the documents listed in paragraphs (a) through (l) above and we have not reviewed any document (other than the documents listed in paragraphs (a) through (l) above) that is referred to in or incorporated by reference into any document reviewed by us. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents, and (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein.

For purposes of this opinion, we have assumed (i) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (ii) that at all times since the formation of each of Mexico Holdings and CSI Mexico (each as defined in Schedule D attached hereto) until February 29, 2008, there has been at least one member of such LLC, (iii) that at all times since the formation of GPACSUB (as defined in Schedule D attached hereto) until August 19, 2011, there has been at least one member of such LLC, (iv) that at all times since the formation of each of the Partnerships until September 6, 2011, there has been at least one limited partner and one general partner of such Partnership who were different persons or entities, (v) except to the extent provided in paragraphs 1 and 6 below, the due organization, formation or creation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization, formation or creation, (vi) the legal capacity of natural persons who are signatories to the documents examined by us, (vii) except to the extent provided in paragraphs 2 and 7 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (viii) except to the extent provided in paragraphs 3, 4, 8 and 9 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us. We have not participated in the preparation of any offering material relating to any of the Companies and assume no responsibility for the contents of any such material.

This opinion is limited to the laws of the State of Delaware (excluding the insurance, securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

To Each of the Persons Listed

  on Schedule A Attached Hereto

December 19, 2012

Page 4

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the LLCs has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “LLC Act”).

2. Each of the LLCs has all necessary limited liability company power and authority under the LLC Act and under its LLC Agreement to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party.

3. The execution and delivery by each of the LLCs of the Transaction Documents to which it is a party, and the performance by each of the LLCs of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of such LLC under the LLC Act and under its LLC Agreement.

4. Each of the LLCs has duly executed and delivered the Transaction Documents to which it is a party under the LLC Act and under its LLC Agreement.

5. The execution, delivery and performance by each of the LLCs of the Transaction Documents to which it is a party do not violate (i) its LLC Agreement, or (ii) the LLC Act.

6. Each of the Partnerships has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the “LP Act”).

7. Each of the Partnerships has all necessary partnership power and authority under the LP Act and under its Partnership Agreement to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party.

8. The execution and delivery by each of the Partnerships of the Transaction Documents to which it is a party, and the performance by each of the Partnerships of its obligations thereunder, have been duly authorized by all necessary partnership action on the part of such Partnership under the LP Act and under its Partnership Agreement.

9. Each of the Partnerships has duly executed and delivered the Transaction Documents to which it is a party under the LP Act and under its Partnership Agreement.

10. The execution, delivery and performance by each of the Partnerships of the Transaction Documents to which it is a party do not violate (i) its Partnership Agreement, or (ii) the LP Act.

To Each of the Persons Listed

  on Schedule A Attached Hereto

December 19, 2012

Page 5

The opinions expressed above are subject to the following additional assumptions, qualifications, limitations and exceptions:

A. We note that notwithstanding any covenants to the contrary contained in the Transaction Documents (i) a member or manager of any of the LLCs has the right or power to apply to or petition a court to decree a dissolution of such LLC pursuant to Section 18-802 of the LLC Act, and (ii) a partner of either of the Partnerships has the right or power to apply to or petition a court to decree a dissolution of such Partnership pursuant to Section 17-802 of the LP Act.

B. The opinions expressed in paragraphs 4 and 9 above are based upon our review of the LLC Agreements, the Partnership Agreements, the LLC Resolutions, the LP Resolutions, the Officer’s Certificates and counterpart signature pages to the Transaction Documents.

C. We have assumed that (i) at all times since the formation of GPLC (as defined in Schedule F attached hereto) until February 1, 2004, GPLC (A) was governed by a written partnership agreement, and (B) did not dissolve pursuant to its partnership agreement or by operation of law, (ii) any assignment or transfer of partnership interests in GPLC to an assignee, and the admission of such assignee as a partner of GPLC, were accomplished in accordance with, and were permitted by, the partnership agreement of GPLC as in effect at the time of such assignment or admission, and that GPLC was continued without dissolution, (iii) any assignment or transfer of partnership interests in GPCLP (as defined in Schedule F attached hereto) to an assignee, and the admission of such assignee as a partner of GPCLP, were accomplished in accordance with, and were permitted by, the partnership agreement of GPCLP as in effect at the time of such assignment or admission, and that GPCLP was continued without dissolution, and (iv) GPCLP executed the LLC Agreement of GPC Sub (as defined in Schedule D attached hereto) and is listed on Schedule A thereto.

D. We note that a certificate of conversion of Pactiv Management Company (formerly known as Tenneco Management Company), a Delaware corporation (“Management Corporation”), was filed in the office of the Secretary of State simultaneously with the filing of the Management LLC Certificate (as defined in Schedule D attached hereto). In rendering the opinions set forth above, we express no opinion as to the conversion of Management Corporation to Management LLC (as defined in Schedule D attached hereto) or the effect thereof. In addition, we have assumed that since the formation of Management LLC until November 16, 2010, the bylaws of Management Corporation constituted the limited liability company agreement (within the meaning of the LLC Act) of Management LLC and that the references to “stockholders,” “corporation,” “directors” and “Board of Directors” therein were references to the members, directors and the board of directors of Management LLC or to Management LLC, as applicable.

To Each of the Persons Listed

  on Schedule A Attached Hereto

December 19, 2012

Page 6

We understand that you, and the holders of the Notes (as defined below), will rely as to matters of Delaware law upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Companies. In connection with the foregoing, we hereby consent to your, the holders’ of the Notes (as defined below) and Debevoise’s relying as to matters of Delaware law upon this opinion, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws, rules and regulations currently in effect. In addition, we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form F-4, with registration number 333-185285 (the “Registration Statement”), relating to the offer to exchange $3,250,000,000 Outstanding 5.750% Senior Secured Notes of Issuer Inc., Issuer LLC and the Lux Issuer due 2020 and related guarantees for $3,250,000,000 Registered 5.750% Senior Secured Notes of Issuer Inc., Issuer LLC and the Lux Issuer due 2020 (collectively, the “Notes”) and related guarantees, as proposed to be filed by Issuer Inc., Issuer LLC and the Lux Issuer with the Securities and Exchange Commission on or about the date hereof. Furthermore, we consent to the use of our name under the heading “Validity of the Securities” in the Prospectus attached to the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

SXL/MYK/AWS

Schedule A

Reynolds Group Issuer Inc.

Reynolds Group Issuer (Luxembourg) S.A.

Reynolds Group Issuer LLC

Schedule B

LLCs

Reynolds Group Issuer LLC

Closure Systems Mexico Holdings LLC

CSI Mexico LLC

Pactiv Management Company LLC

Reynolds Consumer Products Holdings LLC

SIG Holding USA, LLC

Pactiv LLC

BCP/Graham Holdings L.L.C.

GPC Holdings LLC

GPACSUB LLC

GPC Opco GP LLC

GPC Sub GP LLC

Graham Packaging LP Acquisition LLC

Graham Packaging GP Acquisition LLC

Schedule C

Partnerships

Graham Packaging Company, L.P.

Graham Packaging LC, L.P.

Schedule D

LLC Certificates

1. The Certificate of Formation of Reynolds Group Issuer LLC, a Delaware limited liability company (“Issuer LLC”), dated as of September 16, 2009, as filed in the office of the Secretary of State on September 17, 2009, together with the Certificate of Merger, dated as of November 5, 2009, as filed in the office of the Secretary of State on November 5, 2009, together with the Certificate of Merger, dated November 16, 2010, as filed in the office of the Secretary of State on November 16, 2010, and together with the Certificate of Merger, dated September 8, 2011, as filed in the office of the Secretary of State on September 8, 2011.

2. The Certificate of Formation of Closure Systems Mexico Holdings LLC, a Delaware limited liability company (“Mexico Holdings”), dated November 30, 2007, as filed in the office of the Secretary of State on November 30, 2007, as amended by the Certificate of Amendment to Certificate of Formation of Mexico Holdings, dated February 3, 2009, as filed in the office of the Secretary of State on February 5, 2009.

3. The Certificate of Formation of CSI MEXICO LLC, a Delaware limited liability company (“CSI Mexico”), dated November 30, 2007, as filed in the office of the Secretary of State on November 30, 2007, as amended by the Certificate of Amendment to Certificate of Formation of CSI Mexico, dated February 3, 2009, as filed in the office of the Secretary of State on February 5, 2009.

4. The Certificate of Formation of Pactiv Management Company LLC, a Delaware limited liability company (“Management LLC” and, together with Mexico Holdings and CSI Mexico, the “Board-Managed LLCs”), dated December 20, 2002 (the “Management LLC Certificate”), as filed in the office of the Secretary of State on December 30, 2002.

5. The Certificate of Incorporation of Reynolds Consumer Products Holdings LLC (formerly known as Reynolds Consumer Products Holdings, Inc.), a Delaware limited liability company (“RCPH”), dated January 11, 2008, as filed in the office of the Secretary of State on January 11, 2008, as amended by the Certificate of Amendment of Certificate of Incorporation of RCPH, dated February 15, 2008, as filed in the office of the Secretary of State on February 15, 2008, together with the Certificate of Change of Location of Registered Office and of Registered Agent, dated February 3, 2009, as filed in the office of the Secretary of State on February 5, 2009, as amended by the Certificate of Conversion of RCPH, dated as of December 14, 2011, as filed in the office of the Secretary of State on December 14, 2011, and as further amended by the Certificate of Formation of RCPH, dated December 14, 2011, as filed in the office of the Secretary of State on December 14, 2011.

6. The Certificate of Incorporation of SIG Holding USA, LLC (formerly known as SIG Holding USA, Inc.), a Delaware limited liability company (“SIG Holding”), dated December 19, 1980, as filed in the office of the Secretary of State on December 19, 1980, together with the Certificate of Ownership and Merger, effective January 1, 1985, as filed in the office of the Secretary of State on December 31, 1984, together with the Certificate of Ownership and Merger, dated April 10, 2007, as filed in the office of the Secretary of State on April 13, 2007, as amended and restated by the Amended and Restated Certificate of Incorporation of SIG Holding, dated November 1, 2007, as filed in the office of the Secretary of

State on November 1, 2007, as amended by the Certificate of Conversion of SIG Holding, dated as of December 20, 2011, as filed in the office of the Secretary of State on December 20, 2011, and as further amended by the Certificate of Formation of SIG Holding, dated December 20, 2011, as filed in the office of the Secretary of State on December 20, 2011.

7. The Certificate of Incorporation of Pactiv LLC (formerly known as PKG Corporation, Packaging Corporation of America, Tenneco Packaging Inc. and Pactiv Corporation), a Delaware limited liability company (“Pactiv”), dated April 19, 1965, as filed in the office of the Secretary of State on April 19, 1965, as amended by the Certificate of Amendment of Certificate of Incorporation of Pactiv, dated June 8, 1965, as filed in the office of the Secretary of State on June 8, 1965, as supplemented by the Certificate of Ownership and Merger, dated April 20, 1967, as filed in the office of the Secretary of State on April 26, 1967, as further supplemented by the Certificate of Ownership and Merger, dated December 11, 1967, as filed in the office of the Secretary of State on December 22, 1967, as further supplemented by the Certificate of Ownership and Merger, dated December 30, 1970, as filed in the office of the Secretary of State on December 31, 1970, as further supplemented by the Certificate of Ownership and Merger, dated January 4, 1971, as filed in the office of the Secretary of State on January 4, 1971, as further supplemented by the Certificate of Ownership and Merger, dated March 26, 1973, as filed in the office of the Secretary of State on April 9, 1973, as further supplemented by the Certificate of Ownership and Merger, dated December 31, 1975, as filed in the office of the Secretary of State on December 31, 1975, as further supplemented by the Certificate of Ownership and Merger, dated December 28, 1981, as filed in the office of the Secretary of State on December 29, 1981, as further supplemented by the Certificate of Ownership and Merger, dated November 11, 1985, as filed in the office of the Secretary of State on December 11, 1985, as further supplemented by the Certificate of Ownership and Merger, dated November 1, 1986, as filed in the office of the Secretary of State on December 16, 1986, as further supplemented by the Certificate of Ownership and Merger, dated December 8, 1986, as filed in the office of the Secretary of State on December 31, 1986, as further supplemented by the Certificate of Ownership and Merger, dated December 8, 1986, as filed in the office of the Secretary of State on December 31, 1986, as further supplemented by the Certificate of Ownership and Merger, dated December 8, 1986, as filed in the office of the Secretary of State on December 31, 1986, as further supplemented by the Certificate of Ownership and Merger, dated January 1, 1987, as filed in the office of the Secretary of State on February 3, 1987, as further supplemented by the Certificate of Ownership and Merger, dated December 7, 1987, as filed in the office of the Secretary of State on December 31, 1987, as further supplemented by the Certificate of Ownership and Merger, dated May 16, 1988, as filed in the office of the Secretary of State on May 31, 1988, as further supplemented by the Certificate of Ownership and Merger, dated May 16, 1988, as filed in the office of the Secretary of State on June 30, 1988, as further supplemented by the Certificate of Ownership and Merger, dated July 8, 1988, as filed in the office of the Secretary of State on August 3, 1988, as further supplemented by the Certificate of Ownership and Merger, dated August 18, 1988, as filed in the office of the Secretary of State on September 30, 1988, as further supplemented by the Certificate of Ownership and Merger, dated September 7, 1988, as filed in the office of the Secretary of State on September 30, 1988, as further supplemented by the Certificate of Ownership and Merger, dated as of November 4, 1992, as filed in the office of the Secretary of State on November 25, 1992, as further amended by the Certificate of Amendment of Certificate of Incorporation of Pactiv, dated August 31, 1995, as filed in the office of the Secretary of State on November 2, 1995, as further supplemented by the Certificate of Ownership and Merger, dated as of June 12, 1997, as filed in the office of the Secretary of State on June 18, 1997, as further supplemented by the Certificate

of Merger, dated as of October 29, 1999, as filed in the office of the Secretary of State on October 29, 1999, as amended and restated by the Restated Certificate of Incorporation of Pactiv, dated November 4, 1999, as filed in the office of the Secretary of State on November 4, 1999, as further amended by the Certificate of Amendment of Restated Certificate of Incorporation of Pactiv, dated November 4, 1999, as filed in the office of the Secretary of State on November 4, 1999, as further supplemented by the Certificate of Designation of Series A Junior Participating Preferred Stock of Pactiv, dated November 4, 1999, as filed in the office of the Secretary of State on November 4, 1999, as further supplemented by the Certificate of Ownership, dated October 25, 2001, as filed in the office of the Secretary of State on October 29, 2001, as further supplemented by the Certificate of Ownership and Merger, dated March 21, 2003, as filed in the office of the Secretary of State on March 27, 2003, and as further supplemented by the Certificate of Merger, dated as of November 16, 2010, as filed in the office of the Secretary of State on November 16, 2010, as further amended by the Certificate of Conversion of Pactiv, dated as of December 14, 2011, as filed in the office of the Secretary of State on December 14, 2011, as further amended by the Certificate of Formation of Pactiv, dated December 14, 2011, as filed in the office of the Secretary of State on December 14, 2011, as further amended by the Certificate of Merger, dated July 30, 2012, as filed in the office of the Secretary of State on July 30, 2012, as further amended by the Certificate of Merger, dated October 1, 2012, as filed in the office of the Secretary of State on October 1, 2012, and as further amended by the Certificate of Merger, dated November 8, 2012, as filed in the office of the Secretary of State on November 8, 2012.

8. The Certificate of Formation of BCP/Graham Holdings L.L.C., a Delaware limited liability company (“BCP”), dated December 12, 1997, as filed in the office of the Secretary of State on December 12, 1997, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of BCP, as filed in the office of the Secretary of State on May 7, 2012.

9. The Certificate of Formation of GPC Holdings LLC, a Delaware limited liability company (“GPC”), dated July 13, 2011, as filed in the office of the Secretary of State on July 13, 2011, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPC, as filed in the office of the Secretary of State on May 7, 2012.

10. The Certificate of Formation of GPACSUB LLC, a Delaware limited liability company (“GPACSUB”), dated August 28, 2007, as filed in the office of the Secretary of State on August 28, 2007, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPACSUB, as filed in the office of the Secretary of State on May 7, 2012.

11. The Certificate of Formation of GPC Opco GP LLC, a Delaware limited liability company (“GPC Opco”), dated January 5, 1998, as filed in the office of the Secretary of State on January 5, 1998, as amended by the Certificate of Amendment of GPC Opco, dated December 22, 1999, as filed in the office of the Secretary of State on January 3, 2000, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPC Opco, as filed in the office of the Secretary of State on May 7, 2012.

12. The Certificate of Formation of GPC Sub GP LLC, a Delaware limited liability company (“GPC Sub”), dated January 5, 1998, as filed in the office of the Secretary of State on January 5, 1998, as restored by the Certificate to Restore to Good Standing of GPC Sub,

dated June 23, 1999, as filed in the office of the Secretary of State on June 24, 1999, as amended by the Certificate of Amendment of GPC Sub, dated January 17, 2000, as filed in the office of the Secretary of State on March 28, 2000, and as further amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPC Sub, as filed in the office of the Secretary of State on May 7, 2012.

13. The Certificate of Formation of Graham Packaging LP Acquisition LLC, a Delaware limited liability company (“LP Acquisition”), dated August 31, 2010, as filed in the office of the Secretary of State on August 31, 2010, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of LP Acquisition, as filed in the office of the Secretary of State on May 7, 2012.

14. The Certificate of Formation of Graham Packaging GP Acquisition LLC, a Delaware limited liability company (“GP Acquisition”), dated August 31, 2010, as filed in the office of the Secretary of State on August 31, 2010, together with the Certificate of Ownership and Merger, dated October 1, 2010, as filed in the office of the Secretary of State on November 12, 2010, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GP Acquisition, as filed in the office of the Secretary of State on May 7, 2012.

Schedule E

LLC Agreements

1. The Limited Liability Company Agreement of Issuer LLC, dated as of October 8, 2009, entered into by Reynolds Group Holdings Inc., as sole member.

2. The Limited Liability Company Agreement of Mexico Holdings, dated as of November 30, 2007, entered into by Alcoa International Holdings Company (“AIHC”), as sole member, together with the LLC Interest Transfer Agreement, dated as of February 29, 2008, between AIHC, as transferor, and Closure Systems International B.V. (“Closure B.V.”), as transferee, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Mexico Holdings, dated as of February 29, 2008, entered into by Closure B.V., as sole member.

3. The Limited Liability Company Agreement of CSI Mexico, dated as of November 30, 2007, entered into by Alcoa Securities Corporation (“ASC”), as sole member, together with the LLC Interest Transfer Agreement, dated as of February 29, 2008, between ASC, as transferor, and Closure B.V., as transferee, as amended and restated by the Amended and Restated Limited Liability Company Agreement of CSI Mexico, dated as of February 29, 2008, entered into by Closure B.V., as sole member.

4. The Limited Liability Company Agreement of Management LLC, dated as of November 16, 2010, entered into by Pactiv, as sole member.

5. The Limited Liability Company Agreement of RCPH, dated as of December 31, 2011, entered into by RenPac Holdings Inc., a Delaware corporation (“RenPac”), as sole member.

6. The Limited Liability Company Agreement of SIG Holding, dated as of December 31, 2011, entered into by Reynolds Group Holdings Inc., a Delaware corporation, as sole member.

7. The Limited Liability Company Agreement of Pactiv, dated as of December 31, 2011, entered into by RenPac, as sole member.

8. The Limited Liability Company Agreement of BCP, dated as of December 12, 1997, made by Graham Packaging Company Inc. (formerly known as BMP/Graham Holdings Corporation), a Delaware corporation (“Graham Packaging”), as sole member.

9. The Limited Liability Company Agreement of GPC, dated as of July 13, 2011, made by Graham Packaging, as sole member.

10. The Limited Liability Company Agreement of GPACSUB, dated as of September 27, 2007, entered into by Graham Packaging Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of GPACSUB, dated as of August 19, 2011, entered into by Graham Packaging Plastic Products Inc., a Delaware corporation (“Plastic Products”), as sole member, as amended by the Acknowledgment of Assignment of Limited

Liability Company Interest and Amendment to Amended and Restated Limited Liability Company Agreement of GPACSUB, dated as of September 6, 2011, entered into by Acquisition Corp. and Plastic Products.

11. The Limited Liability Company Agreement of GPC Opco, dated as of January 5, 1998, entered into by GPHC, as sole member.

12. The Limited Liability Company Agreement of GPC Sub, dated as of January 5, 1998, entered into by GPCLP (as defined in Schedule F attached hereto), as sole member.

13. The Limited Liability Company Agreement of LP Acquisition, dated as of August 31, 2010, entered into by Graham Packaging PET Technologies Inc. (“PET Technologies”), as sole member.

14. The Limited Liability Company Agreement of GP Acquisition, dated as of August 31, 2010, entered into by PET Technologies, as sole member.

Schedule F

LP Certificates

1. The Certificate of Limited Partnership of Graham Packaging Company, L.P. (formerly known as Graham Packaging Holdings I, L.P.), a Delaware limited partnership (“GPCLP”), dated September 20, 1994, as filed in the office of the Secretary of State on September 21, 1994, as restored by the Certificate To Restore To Good Standing, as filed in the office of the Secretary of State on November 18, 1996, as amended by the Certificate of Amendment to Certificate of Limited Partnership of GPCLP, dated as of February 2, 1998, as filed in the office of the Secretary of State on February 2, 1998, as further amended by the Certificate of Merger, dated December 12, 2002, as filed in the office of the Secretary of State on December 24, 2002, as amended and restated by the Amended and Restated Certificate of Limited Partnership of GPCLP, dated as of September 6, 2011, as filed in the office of the Secretary of State on September 6, 2011, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPCLP, as filed in the office of the Secretary of State on May 7, 2012, and as supplemented by the Certificate of Merger, dated as of December 19, 2012, as filed in the office of the Secretary of State on December 19, 2012.

2. The Certificate of Limited Partnership of Graham Packaging LC, L.P. (formerly known as Liquid Container L.P.), a Delaware limited partnership (“GPLC”), dated as of November 2, 1990, as filed in the office of the Secretary of State on November 2, 1990, as amended by the Certificate of Amendment to Certificate of Limited Partnership of GPLC, dated December 21, 1990, as filed in the office of the Secretary of State on January 10, 1991, as further amended by the First Certificate of Amendment to Certificate of Limited Partnership of GPLC, dated as of July 11, 1995, as filed in the office of the Secretary of State on July 12, 1995, as further amended by the Certificate of Merger, dated May 11, 1998, as filed in the office of the Secretary of State on May 11, 1998, as further amended by the Amendment to the Certificate of Limited Partnership of GPLC, dated September 21, 2004, as filed in the office of the Secretary of State on September 24, 2004, as further amended by the Amendment to the Certificate of Limited Partnership of GPLC, dated September 24, 2010, as filed in the office of the Secretary of State on September 24, 2010, as further amended by the Amendment to the Certificate of Limited Partnership of GPLC, dated September 28, 2010, as filed in the office of the Secretary of State on September 28, 2010, as further amended by the Amendment to the Certificate of Limited Partnership of GPLC, dated February 7, 2011, as filed in the office of the Secretary of State on February 1, 2011, as amended and restated by the Amended and Restated Certificate of Limited Partnership of GPLC, dated as of September 6, 2011, as filed in the office of the Secretary of State on September 6, 2011, as amended by the Certificate of Change of Location of Registered Office and of Registered Agent of GPLC, as filed in the office of the Secretary of State on May 7, 2012.

Schedule G

Partnership Agreements

1. The Agreement of Limited Partnership of GPCLP, dated as of September 20, 1994, entered into by Graham Recycling Corporation, a Pennsylvania corporation, as general partner, and GPHC, as limited partner, as amended and restated by the Amended and Restated Agreement of Limited Partnership of GPCLP, dated as of February 2, 1998, entered into by GPC Opco GP LLC, a Delaware limited liability company (“Opco”), as general partner, and GPHC, as limited partner, and as amended by Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of GPCLP, dated as of September 6, 2011, entered into by Opco, as general partner, and GPHC, as limited partner.

2. The Fourth Amended and Restated Agreement of Limited Partnership of GPLC, dated as of February 1, 2004, entered into by Liquid Container Inc., a Delaware corporation, CPG-L Holdings Inc., a Delaware corporation, and WCK-L Holdings, Inc., a Delaware corporation, as general partners, and the persons designated on Exhibit A attached thereto, as limited partners, as amended and restated by the Fifth Amended and Restated Agreement of Limited Partnership of GPLC, dated as of September 6, 2011, entered into by Graham Packaging GP Acquisition LLC, a Delaware limited liability company, as general partner, and LP Acquisition, as limited partner.

EX-5.3

EXHIBIT 5.3

[Letterhead of Sher Garner Cahill Richter Klein & Hilbert, L.L.C.]

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

Southern Plastics Inc.

5202 Interstate Ave.

Shreveport, Louisiana 71109

Re: Reynolds Group/SEC Registration Statement

December 19, 2012

Page - 2 -

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Southern Plastics Inc., a Louisiana corporation (“Company”), in connection with the documents set forth on Schedule A attached hereto (the “Indenture”). In such capacity, we have reviewed the Indenture.

We have also reviewed the following corporate documents of the Company:

(a) Articles of Incorporation of the Company dated April 5, 1966; as amended by Unanimous Consent Agreement of Directors and Stockholders to Amend Corporate Charter dated March 2, 1970; as further amended by Articles of Amendment to the Articles of Incorporation of Southern Plastics, Inc. dated May 20, 1976; as further amended by Articles of Amendment to the Articles of Incorporation of Southern Plastics, Inc. dated October 15, 1992; and as further amended by Articles of Amendment to the Articles of Incorporation of Southern Plastics, Inc. dated September 15, 2009 (collectively, the “Articles”); and

(b) By-laws of Southern Plastics, Inc. (the “Bylaws”; collectively, the Articles and the Bylaws are the “Constituent Documents”); and

(c) various certificates by the Company’s Secretary or Assistant Secretary with respect to the Company’s corporate documents, resolutions and incumbency of officers (the “Secretary’s Certificates”).

In rendering our opinion we have also examined such certificates of public officials, corporate documents and records and other certificates and instruments as we have deemed necessary for the purposes of the opinion herein expressed, including without limitation, a Certificate of Good Standing for the Company issued by the Louisiana Secretary of State dated December 19, 2012 (the “Good Standing Certificate”). As to questions of factual matters, we have relied upon certificates and written statements of officers of the Company, but we have no knowledge that any of such statements are inaccurate or incomplete.

The following terms shall have the following meanings when used herein.

• “laws” means laws, statutes, rules, regulations, ordinances, codes, judgments, cases, decrees or other similar authorities.

• “State” shall mean the State of Louisiana.

In rendering this Opinion, we have assumed:

a. the authenticity of all documents submitted to us as originals, the legal capacity of any individual signing any documents, the genuineness of all signatures on all documents and certificates referred to herein or relied upon by us, and the conformity to originals of all documents sent to us as copies;

December 19, 2012

Page - 3 -

b. that all parties to the Indenture other than the Company are each validly organized under the laws of the state of its organization and had the power and authority to execute and deliver the Indenture to which it is a party and to perform its obligations thereunder;

c. the execution, delivery and performance of the Indenture and all other documents executed in connection therewith, as to each party thereto other than the Company, (i) have been duly authorized by all necessary corporate action; and (ii) do not contravene any provision of its organizational documents, as applicable. The execution, delivery and performance of the Indenture and all other documents executed in connection therewith, as to each party thereto, do not contravene or constitute a breach of or default under any applicable provision of the laws or public policies of any jurisdiction other than the State, or any applicable regulation thereunder, or under any agreement or other instrument binding upon it, or under any judgment, injunction, judicial order or judicial decree;

d. the execution, delivery and performance of the Indenture and all other documents executed in connection therewith, as to each party thereto, do not require any authorization, approval or consent of, or filings or registrations with, any governmental or regulatory authority or agency other than the State or any third party, and as to each party thereto other than the Company, do not require any authorization, approval or consent of, or filings or registrations with, any governmental or regulatory authority or agent of the State, except for authorizations, consents, approvals that have already been obtained or filings that have already been made and that remain in effect;

e. that there are no written or oral terms and conditions agreed to by and between the parties to the Indenture that vary or could be deemed to vary the truth, completeness, correctness, validity, or effect of the Indenture in any material manner; and

f. that the Company’s business is and has always been limited to the manufacture of consumer goods for wholesale and retail sale.

We do not represent the Company on a general or regular basis and, accordingly, have no detailed information concerning its business or operations. Therefore, nothing contained herein should be construed as an opinion regarding the Company or its operations satisfying or otherwise complying with any local laws or ordinances or laws or ordinances of general application pertaining to the particular business and operations of the Company.

Further, with respect to certain factual matters, we have relied exclusively on the Secretary’s Certificates and have not conducted any independent investigation or verification of the matters set forth therein. We are not responsible in any fashion for any factual errors contained in the Secretary’s Certificates.

Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions herein contained, we are of the opinion that, under applicable law on the date of this Opinion:

1. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State and is capable of suing and being sued in its corporate name.

December 19, 2012

Page - 4 -

2. The Company has (i) the corporate power to enter into and perform its obligations under the Indenture, and (ii) duly authorized the Indenture.

3. At the time the Indenture was executed by the Company, the execution, delivery and performance of the Indenture by the Company did not violate (i) any term or provision of the Constituent Documents, or (ii) any law, rule, regulation or order of the State applicable to the Company.

4. At the time the Indenture was executed by the Company, it was not necessary in order to ensure (a) that the Indenture constitutes the legal, valid and enforceable obligations of the Company, to the extent the Indenture was enforceable, or (b) the admissibility of the Indenture in the State that (i) the consent, license, approval or authorization of any State court or governmental body be obtained; or (iii) the Indenture or any other document be filed, recorded or registered, or that any other similar action be taken (except as otherwise set forth herein).

In addition to the assumptions set forth above, the opinions set forth above are also subject to the following qualifications:

a. We express no opinion with respect to the enforceability of the Indenture.

We understand that you will rely as to matters of Louisiana law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Louisiana law, as applicable, upon this opinion in connection with an opinion to be rendered by it relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Louisiana law, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to Amendment No. 1 of the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

We are admitted to practice only in the State of Louisiana, and the foregoing opinions are limited to the laws of said State. We are not opining as to any securities laws, blue-sky law, zoning, land use or environmental laws. We have not been requested to review, and have not undertaken to review, federal or state banking laws or regulations in order to determine if any lender’s entering of the transaction is in compliance with such laws or regulations. We undertake no responsibility to advise of any law that becomes effective after the date of the effectiveness of the Registration Statement or changes in the facts after the date of the effectiveness of the Registration Statement that would alter the scope or substance of the opinions expressed herein. This Opinion expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty

December 19, 2012

Page - 5 -

that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

Yours Very Truly,

/s/ Sher, Garner Cahill

Richter Klein & Hilbert, L.L.C.

SHER GARNER CAHILL

RICHTER KLEIN & HILBERT, L.L.C.

December 19, 2012

Page - 6 -

Schedule A

1. The Senior Secured Notes Indenture, dated as of September 28, 2012, relating to the US$3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 among the Issuers (as defined therein), certain Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent, as amended or supplemented from time to time.

EX-5.6

EXHIBIT 5.6

[Letterhead of Roberts & Stevens, P.A.]

December 19, 2012

To each of the Persons Listed on Schedule A attached hereto

Re: Registration Statement on Form F-4

Ladies and Gentlemen:

We have acted as local counsel in the State of North Carolina (the “State”) for BRPP, LLC, a North Carolina limited liability company (“BRPP”) and International Tray Pads & Packaging, Inc., a North Carolina corporation (“ITPP”), in connection with the Registration Statement on Form F-4, Registration No. 333-185285 (the “Registration Statement”) filed by the Registrants listed therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange “old notes” previously issued by the Issuers for a like principal amount of “new notes” (the “Exchange Offer”). Terms not otherwise defined in this letter shall have the meaning given to them in the prospectus forming a part of the Registration Statement.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction of the documents listed on Schedule B attached hereto and incorporated herein by reference (collectively the “Documents”).

For purposes of this opinion, the documents listed in items 1 and 2 on Schedule B attached hereto are referred to herein as the “Transaction Documents”, such Transaction Documents being further defined on Schedule B, which definitions are incorporated herein by reference.

We have also reviewed and relied upon such certificates of BRPP and ITPP and other parties as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below. Except as otherwise specifically identified herein, as to all matters of fact that are material to our opinion, we have relied solely upon certificates of officials of BRPP and ITPP and other parties furnished to us, and we have not undertaken any independent investigation to

determine the existence or absence of such facts. However, we have no reason to believe that any of the documents on which we have relied contain matters which, or the assumptions contained herein, are untrue, contrary to known facts, or unreasonable. Whenever any opinion herein with respect to the existence or absence of facts is qualified by the phrase “to our knowledge,” such phrase indicates only that during the course of our representation of BRPP and ITPP, no information has come to the attention of the attorneys in this Firm involved in this transaction being Vincent D. Childress, Jr., which would give us actual knowledge of the existence or absence of such facts. Except to the extent expressly stated herein, we have not undertaken any independent investigation to determine the existence or absence of any such facts, and no inference as to our knowledge of the existence of such facts should be drawn from the fact of our representation of BRPP and ITPP.

ASSUMPTIONS

In rendering this opinion, we have assumed, with your express permission and without independent verification or investigation, each of the following:

1. All natural persons executing the Transaction Documents are legally competent to do so; all signatures on all documents submitted to us are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as copies conform to the original documents, which themselves are authentic, and that any electronic copy provided to us signed by the necessary parties has in fact been duly executed and delivered by such parties; and

2. There are no prior or contemporaneous written or oral understandings, agreements or courses of dealing among the parties at variance with any of the terms of the Documents.

OPINIONS

Based upon the foregoing assumptions and subject to the qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. BRPP is a limited liability company duly organized and validly existing in good standing under the laws of the State of North Carolina with full power and authority to (i) conduct its business as set forth in its Articles of Organization and (ii) execute, deliver, and enter into the Transaction Documents.

2. ITPP is a corporation duly organized and validly existing in good standing under the laws of the State of North Carolina with full power and authority to execute, deliver, undertake and perform its obligations under the Transaction Documents.

3. BRPP, as Guarantor, has duly authorized, executed and delivered the Indenture.

4. The authorization, execution and delivery of the Indenture and the performance by BRPP of its obligations thereunder do not conflict with, or result in a violation

of the Articles of Organization or Operating Agreement of BRPP. To our knowledge, the execution and delivery of the Indenture do not violate or conflict with any existing law, rule or regulation of the State, or any order, writ, injunction or decree of any court, administrative agency or any other governmental authority applicable to BRPP.

5. To our knowledge, no authorization, consent or order of any court or governmental authority is required to be obtained in connection with the execution, delivery and performance of the Indenture by BRPP.

6. The execution and delivery of the Supplemental Indenture by ITPP have been duly authorized by all necessary corporate action on the part of ITPP.

7. ITPP has duly executed and delivered the Supplemental Indenture.

8. The authorization, execution and delivery of the Supplemental Indenture by ITPP and the performance by ITPP of its obligations thereunder do not conflict with, or result in a violation of the Articles of Incorporation or Bylaws of ITPP. To our knowledge, the execution and delivery of the Supplemental Indenture by ITPP do not violate or conflict with any existing law, rule or regulation of the State, or any order, writ, injunction or decree of any court, administrative agency or any other governmental authority applicable to ITPP.

9. To our knowledge, no authorization, consent or order of any court or governmental authority is required to be obtained in connection with the execution, delivery and performance of the Supplemental Indenture by ITPP.

QUALIFICATIONS

The opinions set forth herein are subject to the following qualifications:

1. We are admitted to practice only in the State of North Carolina and we express no opinion as to matters under or involving the laws of any jurisdiction other than the United States of America and the State of North Carolina and its political subdivisions. We express no opinion as to any provision of the Documents with respect to conflicts of laws.

2. The opinions rendered herein are rendered only with respect to the facts existing on the date hereof and laws, rules and regulations currently in effect. We have no obligation to update this opinion in the event of any matters which may occur or laws, rule or regulations which may change or be adopted subsequent to the effective date of the Registration Statement.

This letter and the opinions expressed herein are rendered for the benefit of the addressees hereof, their successors, assigns and legal counsel and the purchasers of the “new

notes” issued in the Exchange Offer. We understand that you will rely on matters of North Carolina law, as applicable, contained in this letter in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”), your legal counsel, will rely on matters of North Carolina law, as applicable, contained in this letter in connection with an opinion to be rendered by it on the date hereof relating to BRPP and ITPP. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of North Carolina law, as applicable, contained in this letter.

We consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby concede or acknowledge that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations issued by the Commission thereunder.

ROBERTS & STEVENS, P.A.

/s/ ROBERTS & STEVENS, P.A.

SCHEDULE A

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

The Member and Manager of BRPP, LLC

Blue Ridge Paper Products Inc.

41 Main Street

Canton, North Carolina 28716

International Tray Pads & Packaging, Inc.

802 Pinehurst Street

Aberdeen, North Carolina 28315

SCHEDULE B

1. The senior secured notes indenture dated as of September 28, 2012, relating to the September 2012 Senior Secured Notes among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., certain Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “Indenture”);

2. First Senior Secured Notes Supplemental Indenture dated November 7, 2012 to the 5.750% Senior Secured Notes Indenture due 2020, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, including ITPP, and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “Supplemental Indenture”);

3. Action of the Sole Member and Manager by Written Consent of BRPP dated as of September 25, 2012;

4. Articles of Organization of BRPP certified by the North Carolina Secretary of State as of December 19, 2012, as the same has been amended from time to time;

5. Certificate of Existence of BRPP dated as of December 19, 2012 issued by the North Carolina Secretary of State;

6. Operating Agreement of BRPP dated as of July 11, 2000, as the same has been amended from time to time;

7. Articles of Incorporation of ITPP, certified by the North Carolina Secretary of State as of December 19, 2012, as the same have been amended from time to time;

8. Certificate of Existence of ITPP dated as of December 19, 2012, issued by the North Carolina Secretary of State;

9. Bylaws of ITPP as certified by Officer’s Certificate of ITPP dated November 7, 2012; and

10. Action of the Board of Directors by Written Unanimous Consent of ITPP dated as of November 5, 2012.

EX-5.7

EXHIBIT 5.7

[Letterhead of Corrs Chambers Westgarth]

20 December 2012

To each of the persons specified in

Schedule 1

Dear Sirs

Registration Statement on Form F-4

1 Introduction

We have acted as Australian legal counsel to the Addressees in connection with the Transaction Documents.

We have been asked to provide this opinion regarding the Transaction Documents under the laws in force at the date of this opinion in the Relevant Jurisdictions. We express no opinion as to any laws other than the laws of the Relevant Jurisdictions.

This opinion relates solely to matters governed by, and should be interpreted in accordance with, the laws of the Relevant Jurisdictions as in force and as interpreted at 9.00 am Sydney time on the date of this opinion (the Opinion Date). We have no obligation to inform you of any change in any relevant law occurring after the Opinion Date. If the date of effectiveness of the Registration Statement (the Effectiveness Date) falls after the Opinion Date, and if requested by you on the Effectiveness Date, we will separately inform you of any change in any relevant law since the Opinion Date.

We understand that you will rely as to matters of the laws of the Relevant Jurisdictions, as applicable, upon this opinion in connection with the matters set out in this opinion. In addition, we understand that Debevoise will rely as to matters of the laws of the Relevant Jurisdictions, as applicable, upon this opinion in connection with the matters set out in this opinion for the purposes of an opinion to be rendered by it on or about the date of this opinion relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s reliance as to matters of the laws of the Relevant Jurisdictions, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-4 and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder.

20 December 2012

Registration Statement on Form F-4

2 Definitions

In this opinion:

Addressees means each person to whom this opinion is addressed.

ASIC means the Australian Securities and Investments Commission.

ASIC Search means the inspection of the records in extract form, which are available to the public from the online database of ASIC at or about 12:00 p.m. (Sydney time) on 19 December 2012 in relation to the Company.

Company means Whakatane Mill Australia Pty Limited (Australian Company Number 143 793 659).

Corporations Act means the Corporations Act 2001 (Cth).

Court Searches means the inspection of the records of the following courts in relation to the Company, which are available to the public and conducted on the dates specified below:

(a) Federal Court of Australia (search conducted on 17 December 2012);

(b) Supreme Court of New South Wales (search conducted on 19 December 2012);

(c) Supreme Court of the Australian Capital Territory (search conducted on 19 December 2012);

(d) Supreme Court of the Northern Territory (search conducted on 17 December 2012);

(e) Supreme Court of Queensland (search conducted on 17 December 2012);

(f) Supreme Court of South Australia (search conducted on 18 December 2012);

(g) Supreme Court of Tasmania (search conducted on 17 December 2012);

(h) Supreme Court of Victoria (search conducted on 17 December 2012); and

(i) Supreme Court of Western Australia (search conducted on 19 December 2012).

Debevoise means the law firm of Debevoise & Plimpton LLP.

Director’s Certificate means the director’s certificate relating to the Company signed by Helen Golding, as director of the Company dated 7 November 2012.

Extract means an extract of:

(a) the circular resolution of the board of directors of the Company dated 3 September 2012; and

(b) the written resolution of the sole member of the Company dated 4 September 2012.

First Supplemental Indenture means the document described in item 2 of Schedule 2.

Indenture means the document described in item 1 of Schedule 2.

Power of Attorney means the power of attorney of the Company dated 4 September 2012.

Registration Statement means the Registration Statement (File No. 333-185285) on Form F-4 under the Securities Act in relation to Reynolds Group Holdings Limited and others as filed with the United States Securities and Exchange Commission on 5 December 2012.

page 2

20 December 2012

Registration Statement on Form F-4

Relevant Jurisdictions means the State of New South Wales, Victoria and the Commonwealth of Australia.

Securities Act means the Securities Act of 1933, as amended, of the United States of America.

Transaction Documents means the Indenture and the First Supplemental Indenture.

3 Documents

In connection with this opinion we have examined and rely on the following documents (Documents):

(a) a copy of the First Supplemental Indenture (in PDF file format) executed by or on behalf of the Company;

(b) a copy of the Indenture (in PDF file format);

(c) a copy of the Director’s Certificate (in PDF file format) containing copies of:

(i) the Extract; and

(ii) the Power of Attorney;

(d) the constitution of the Company;

(e) the ASIC Search; and

(f) the Court Searches.

4 Opinion

Based on the assumptions and subject to the qualifications set out below, we are of the opinion that:

(a) the Company has been duly incorporated and is validly registered and existing under the laws of the Relevant Jurisdictions;

(b) the Company has the power to enter into each Transaction Document to which it is a party and has taken all necessary corporate action to authorise the execution, delivery and performance, in accordance with their respective terms, of each Transaction Document to which it is a party;

(c) the Company has the power to perform its obligations under each Transaction Document to which it is a party;

(d) the First Supplemental Indenture has been validly executed by the Company; and

(e) the execution, delivery and performance by the Company of the First Supplemental Indenture does not contravene or cause a breach or default under, and will not result in any contravention of, or breach or default under its constitution.

5 Assumptions

For the purposes of this opinion we have assumed that:

(a) all dates and signatures are authentic;

page 3

20 December 2012

Registration Statement on Form F-4

(b) all copies of Documents submitted to us are complete and conform to the originals of those Documents;

(c) the approvals and resolutions referred to in the Extract and the Director’s Certificate were in full force and effect as at the date the Transaction Document was executed by the Transaction Party;

(d) the Power of Attorney has not been varied or revoked;

(e) all facts stated in the Documents are and continue to be correct and no relevant matter has been withheld from us, whether deliberately or inadvertently;

(f) we are entitled to make and rely on all of the assumptions specified in section 129(2), 129(3), 129(4) and 129(7) of the Corporations Act 2001 (Cth) (as though there were relevant dealings with the Company) and on the basis that no partner or solicitor of this firm nor any other person is disqualified from making those assumptions;

(g) in relation to the resolutions referred to in the Extract and Director’s Certificate, all provisions relating to the declaration of directors’ interests or the power of interested directors to vote were properly complied with; and

(h) none of the parties to any of the Transaction Documents is conducting or will conduct any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the Transaction Documents which might render the Transaction Documents or any relevant transaction or associated activity illegal, void, voidable or unenforceable.

The making of each of the above assumptions indicates that we have assumed that each matter the subject of each assumption is true, correct and complete in every particular. That we have made an assumption in this opinion does not imply that we have made any enquiry to verify any assumption or are not aware of any circumstance which might affect the correctness of any assumption.

No assumption specified above is limited by reference to any other assumption.

6 Qualifications

Our opinion is subject to the following qualifications:

(a) we express no opinion as to:

(i) the enforceability of the Transaction Documents;

(ii) whether the representations and warranties made or given or to be made or given by the Company in any Transaction Document are correct except in so far (and to the extent) as any such representation or warranty relates to a matter which is the subject of this opinion; or

(iii) any agreement, document or other instrument referred to in, contemplated by or in any way connected with any Document (including, for the avoidance of doubt, the Indenture and the Registration Statement), unless such agreement, document or other instrument is itself a Document; and

page 4

20 December 2012

Registration Statement on Form F-4

(b) we have relied on the ASIC Search and the Court Searches, which did not reveal:

(i) that a liquidator, administrator, receiver or like person has been appointed to the Company; or

(ii) that there is a current application for the winding up of the Company,

but we note that the records of ASIC and the relevant courts available for public search may not be complete, accurate or up to date.

This opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.

Yours faithfully

Corrs Chambers Westgarth

/s/ Shaun McGushin

Shaun McGushin

Partner

page 5

20 December 2012

Registration Statement on Form F-4

SCHEDULE 1

Addressees

1. Reynolds Group Holdings Limited

Level Nine, 148 Quay Street

Auckland 1140

NEW ZEALAND

2. Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover Delaware 19904

UNITED STATES OF AMERICA

3. Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover Delaware 19904

UNITED STATES OF AMERICA

4. Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann

L-5365 Munsbach

GRAND DUCHY OF LUXEMBOURG

5. Whakatane Mill Australia Pty Limited

Level 22

20 Bond Street

Sydney NSW 2000

AUSTRALIA

page 6

20 December 2012

Registration Statement on Form F-4

SCHEDULE 2

Transaction Documents

1. Senior Secured Notes Indenture relating to the 5.750% senior secured notes due 2020 dated as of September 28, 2012, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of New York Mellon, London Branch, as paying agent (Indenture).

2. First Senior Secured Notes Supplemental Indenture to the Indenture, dated as of 7 November 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (First Supplemental Indenture).

page 7

EX-5.8

EXHIBIT 5.8

[Letterhead of Schönherr Rechtsanwälte GmbH]

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

To:

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

SIG Austria Holding GmbH (“SIG Austria Holding GmbH”)

Industriestraße 3

A-5760 Saalfelden am Steinernen Meer

SIG Combibloc GmbH (“SIG Combibloc GmbH”)

Industriestraße 3

A-5760 Saalfelden am Steinernen Meer

SIG Combibloc GmbH & Co KG (“SIG Combibloc GmbH & Co KG”)

Industriestraße 3

A-5760 Saalfelden am Steinernen Meer

(the “Addressees”)

Bratislava, 19 December 2012

Hd/Rr DEBP/50006

Registration Statement on Form F-4

Dear Sirs,

1. Description of mandate

1.1 Schönherr Rechtsanwälte GmbH (“Schönherr”) has been acting as Austrian counsel to the Addressees in connection with the Transaction Document (as defined below).

Schönherr has been retained to issue this legal opinion (the “Opinion”) in our capacity as Austrian legal advisor to the Addressees as to the “capacity” of SIG Austria Holding GmbH, SIG Combibloc GmbH and SIG Combibloc GmbH & Co KG (the “Austrian Companies”) to enter into the Transaction Document (as defined below).

1.2 We have not been retained to carry out a due diligence with respect to the Austrian Companies.

2. Opinion limited to Austrian law as of the time of effectiveness

2.1 This Opinion is solely based on the laws and regulations officially issued by any Austrian federal legislative authority, as applied and officially published by the Austrian courts and administrative authorities as of the time of effectiveness, all of which are collectively referred to herein as “Austrian law”.

2.2 We assume no obligation to update the opinions expressed herein if laws, facts or circumstances change after the date hereof.

3. Interpretation and construction

3.1 In this Opinion Austrian legal concepts are expressed in English terms and not in the original Austrian legal terms. The concepts concerned may not be identical to the concepts described by the same English term, as they exist under the laws of another jurisdiction. This Opinion may thus only be relied upon under the express conditions that (i) any issues of interpretation or liability arising hereunder will be governed by Austrian law and (ii) the courts competent for the first district of Vienna are to have exclusive jurisdiction in respect of all disputes which may arise out of or in connection with this Opinion.

3.2 The following terms shall have the following meanings:

“Opinion Documents” means the documents specified in Schedule 4;

“Transaction Document” means the document specified in Part 1 of Schedule 4.

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3.3 German language terms appended to an English language term in parentheses shall control for purposes of interpretation hereof.

4. Documents examined and searches

4.1 For purposes of this Opinion, we have examined the following documents:

(i) the Transaction Document; and

(ii) the documents specified in Part 2 of Schedule 4.

4.2 For purposes of this Opinion, we carried out on-line searches at:

(i) the Austrian companies register (Firmenbuch); and

(ii) the insolvency database (Ediktsdatei)

in respect of the Austrian Companies today.

5. No opinion of fact

Unless otherwise provided herein, we express no opinion as to matters of fact.

6. Assumptions

In considering the Transaction Document and in giving this Opinion, we have, without independent investigation, made the assumptions set out in Schedule 6 hereto.

7. Opinions

Based upon the foregoing, subject to any matters not disclosed to us and subject to the qualifications set out below, we are of the opinion that at the date hereof:

7.1 Corporate status

7.1.1 SIG Austria Holding GmbH is a limited liability company organized under the laws of Austria with its corporate seat in Saalfelden am Steinernen Meer, Austria, and its business address at Industriestraße 3, 5760 Saalfelden am Steinernen Meer, Austria, registered in the Austrian companies register under file number 236071p, duly incorporated and validly existing under the laws of Austria.

Unless a resolution is passed or an order is made or other actions or steps are taken for a merger (with the other entity being the surviving entity), a dissolution, winding up, liquidation, or termination of existence in any other form, SIG Austria Holding GmbH has perpetual corporate existence. The abstract from the Austrian companies register and the abstract from the Insolvency Database show that as of today no such order or resolution for the winding up, dissolution, liquidation or termination of existence has been registered.

7.1.2 SIG Combibloc GmbH is a limited liability company organized under the laws of Austria with its corporate seat in Saalfelden am Steinernen Meer, Austria, and its business address at Industriestraße 3, 5760 Saalfelden am Steinernen Meer, Austria, registered in the Austrian companies register under file number 237985d, duly incorporated and validly existing under the laws of Austria.

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Unless a resolution is passed or an order is made or other actions or steps are taken for a merger (with the other entity being the surviving entity), a dissolution, winding up, liquidation, or termination of existence in any other form, SIG Combibloc GmbH has perpetual corporate existence. The abstract from the Austrian companies register and the abstract from the Insolvency Database show that as of today no such order or resolution for the winding up, dissolution, liquidation or termination of existence has been registered.

7.1.3 SIG Combibloc GmbH & Co KG is a limited partnership organized under the laws of Austria with its corporate seat in Saalfelden am Steinernen Meer, Austria, and its business address at Industriestraße 3, 5760 Saalfelden am Steinernen Meer, Austria, registered in the Austrian companies under file number 240335i, duly incorporated and validly existing under the laws of Austria.

Unless a resolution is passed or an order is made or other actions or steps are taken for a merger (with the other entity being the surviving entity), a dissolution, winding up, liquidation, or termination of existence in any other form, SIG Combibloc GmbH & Co KG has perpetual corporate existence. The abstract from the Austrian companies register and the abstract from the Insolvency Database show that as of today no such order or resolution for the winding up, dissolution, liquidation or termination of existence has been registered.

7.2 Authorization; no conflict; no filings; due execution

7.2.1 SIG Austria Holding GmbH possesses the corporate power and authority to execute, deliver and perform its obligations under the Transaction Document. SIG Austria Holding GmbH has duly authorized, executed and delivered the Transaction Document.

7.2.2 SIG Combibloc GmbH possesses the corporate power and authority to execute, deliver and perform its obligations under the Transaction Document. SIG Combibloc GmbH has duly authorized, executed and delivered the Transaction Document.

7.2.3 SIG Combibloc GmbH & Co KG possesses the corporate power and authority to execute, deliver and perform its obligations under the Transaction Document. SIG Combibloc GmbH & Co KG has duly authorized, executed and delivered the Transaction Document.

7.2.4 The entry into, execution, delivery and performance of the Transaction Document by SIG Austria Holding GmbH do not conflict with the articles of association or similar organizational documents of SIG Austria Holding GmbH.

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7.2.5 The entry into, execution, delivery and performance of the Transaction Document by SIG Combibloc GmbH do not conflict with the articles of association or similar organizational documents of SIG Combibloc GmbH.

7.2.6 The entry into, execution, delivery and performance of the Transaction Document by SIG Combibloc GmbH & Co KG do not conflict with the articles of association or similar organizational documents of SIG Combibloc GmbH & Co KG.

8. Qualifications

This Opinion is subject to the qualifications and limitations set out in Schedule 8 hereto.

9. No implied opinions

9.1 This Opinion is solely given in connection with the Transaction Document, is limited to the opinions explicitly expressed herein and shall not be construed to express an implied opinion on any other matters in connection with the Transaction Document or on any of the agreements, deeds or instruments referred to in the Transaction Document but not expressly opined on herein. We in particular express no opinion whether the Transaction Document is valid and enforceable. Further, we express no opinion whether the parties to the Transaction Document will perform any of their obligations thereunder.

9.2 In particular, we do not express any opinion in respect of the accounting treatment of any of the transactions contemplated by the Transaction Document, nor do we express any tax opinion.

10. Governing law and jurisdiction

10.1 This Opinion is governed and construed solely in accordance with the laws of Austria to the exclusion of the Austrian conflict of laws rules.

10.2 We expressly reject the jurisdiction of any other court than the courts competent for the first district of Vienna in respect of all disputes which may arise out of or in connection with this Opinion.

11. Reliance; consent

11.1 We understand that you will rely as to matters of Austrian law, as applicable, upon this Opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Austrian law, as applicable, upon this Opinion in connection with an opinion to be rendered by it on the date hereof relating to the Austrian Companies. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Austrian law, as applicable, upon this Opinion.

11.2 We consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Schönherr Rechtsanwälte GmbH

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Schedule 4

Part 1 – Transaction Document

The unsigned electronic execution copy of the first supplemental indenture to the 5.75% Senior Secured Notes due 2020 Indenture, dated as of November 7, 2012, among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Senior Secured Notes guarantors.

Part 2 – Other Opinion Documents

With respect to SIG Austria Holding GmbH:

2.1 A scanned copy of the current articles of association (Gesellschaftsvertrag) of SIG Austria Holding GmbH;

2.2 An on-line extract of the Austrian companies register (Firmenbuch) of SIG Austria Holding GmbH dated 19 December 2012;

2.3 A copy of the resolutions of the shareholder of SIG Austria Holding GmbH approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

2.4 A copy of the resolutions of the managing directors of SIG Austria Holding GmbH approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

2.5 A copy of the powers of attorney of the managing directors of SIG Austria Holding GmbH approving the entry into and performance of the Transaction Document dated on or about 2 November 2012.

With respect to SIG Combibloc GmbH:

2.6 A scanned copy of the current articles of association (Gesellschaftsvertrag) of SIG Combibloc GmbH;

2.7 An on-line extract of the Austrian companies register (Firmenbuch) of SIG Combibloc GmbH dated 19 December 2012;

2.8 A copy of the resolutions of the shareholder of SIG Combibloc GmbH approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

2.9 A copy of the resolutions of the managing director of SIG Combibloc GmbH approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

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2.10 A copy of the powers of attorney of the managing director of SIG Combibloc GmbH approving the entry into and performance of the Transaction Document dated on or about 2 November 2012;

2.11 A copy of the resolutions of the members of the supervisory board of SIG Combibloc GmbH approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012.

With respect to SIG Combibloc GmbH & Co KG:

2.12 A scanned copy of the current articles of association (Gesellschaftsvertrag) of SIG Combibloc GmbH & Co KG;

2.13 An on-line extract of the Austrian companies register (Firmenbuch) of SIG Combibloc GmbH & Co KG dated 19 December 2012;

2.14 A copy of the resolutions of the partners of SIG Combibloc GmbH & Co KG approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

2.15 A copy of the resolutions of the managing director of the general partner of SIG Combibloc GmbH & Co KG approving, inter alia, the entry into the Transaction Document dated on or about 2 November 2012;

2.16 A copy of the powers of attorney of the managing director of the general partner of SIG Combibloc GmbH & Co KG approving the entry into and performance of the Transaction Document dated on or about 2 November 2012.

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Schedule 6

Assumptions

6.1 All documents submitted to us as copies (whether by telefax transmission, electronic mail or otherwise) conform to the authentic original documents thereof, all Opinion Documents are authentic, up-to-date, accurate and complete and all signatures on the Opinion Documents are genuine.

6.2 All individuals who will execute and deliver, respectively have executed and delivered the Opinion Documents on behalf of the parties have full legal capacity.

6.4 The absence of any mistake (Irrtum), deceit (List), duress (Drohung) or other undue influence on the part of any of the parties to the Opinion Documents.

6.5 To the extent governed by foreign law, terms used in the Transaction Document have the same meaning and effect under such foreign law respectively as they would do if they were governed by Austrian law.

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Schedule 8

Limitations and Qualifications

8.1 Changes or amendments to the articles of association of the Austrian Companies, the revocation of the appointment of the managing directors of the Austrian Companies or other corporate measures to be reflected in the Austrian companies register or motions for commencement of a bankruptcy, insolvency or reorganisation case may have been filed but not yet registered and may therefore be pending as at the date of the commercial register abstracts, respectively insolvency database abstracts mentioned under 4.2 of this Opinion.

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EX-5.9

EXHIBIT 5.9

[Letterhead of Levy & Salomão Advogados]

3351/14421

São Paulo,

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 – New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904 – United States of America

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904 – United States of America

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann

L-5365 Munsbach – Grand Duchy of Luxembourg

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

Al. Araguaia, 1.819-1.889

06455-000 – Barueri – SP – Brazil

SIG Combibloc do Brasil Ltda.

Rua Funchal 418, 14th floor

04551-060 – São Paulo – SP – Brazil

SIG Beverages Brasil Ltda.

Rua Funchal 418, 14th floor, Room 1

04551-060 – São Paulo – SP – Brazil

Re: Registration Statement on Form F-4

Dear Sirs,

1. We have acted as Brazilian counsel for Closure Systems International (Brazil) Sistemas de Vedação Ltda. (“CSI Brazil”), SIG Combibloc do Brasil Ltda. (“SIG Combibloc Brazil”) and SIG Beverages Brasil Ltda. (“SIG Beverages Brazil” and, collectively with CSI Brazil and SIG Combibloc Brazil, the “Brazilian Guarantors”) in connection with the execution and delivery of a First Senior Secured Notes Supplemental Indenture, dated as of November 7, 2012, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., the Brazilian Guarantors, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (the “Supplemental Indenture”), which is supplemental to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, as amended and supplemented from time to time, (the “Indenture” and, collectively with the Supplemental Indenture, the “Transaction Documents”).

2. This opinion is issued in connection with the registration under the U.S. Securities Act of 1933 (the “Act”) of notes to be issued in exchange for outstanding Notes of the Issuers.

3. The terms appearing with a capital letter have the meaning given to them in the Transaction Documents, if not defined herein.

4. To give the present opinion, we have examined certified copies of:

i) the Transaction Documents; and

ii) organizational documents and corporate authorizations of the Brazilian Guarantors, as in force on the execution date of the Supplemental Indenture and on the date hereof.

5. The opinion set out in this letter relates only to the laws of the Federative Republic of Brazil (hereinafter referred to as “Brazil”) as in force at the date hereof and is based upon the following assumptions:

i) the genuineness of all signatures, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such documents;

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ii) the absence of any other arrangements between the parties to the documents referred to under item 4 above which modify or supersede any of their terms;

iii) the absence of any other corporate acts or decisions of the Brazilian Guarantors or their respective shareholders which modify or supersede the decisions evidenced by the documents referred to under item 4 (ii) above;

iv) the due execution of the Transaction Documents by all parties thereto other than the Brazilian Guarantors through duly authorized representatives; and

v) the validity of the Transaction Documents under and their conformity with the law chosen to govern them.

6. On the basis of such assumptions and subject to the reservations set out below, we are of the opinion that:

i) each Brazilian Guarantor has been duly constituted and is validly existing and in good standing under the laws of Brazil;

ii) each Brazilian Guarantor (a) has the corporate power and authority to execute, deliver and perform its obligations under the Supplemental Indenture, and (b) has duly authorized, executed and delivered the Supplemental Indenture;

iii) the entry into and performance of the Supplemental Indenture by the Brazilian Guarantors do not violate or conflict with (a) the respective organizational documents of the Brazilian Guarantors or (b) any laws, rules, regulations or orders of Brazil; and

iv) other than those authorizations, consents, licenses or approvals that have been obtained and are in full force and effect, no additional authorizations, consents, licenses, approvals or other actions are required for the entry into, execution, delivery and performance of the Supplemental Indenture by the Brazilian Guarantors.

7. The opinions set forth above are, however, subject to the following reservations:

i) documents in a foreign language must be translated into Portuguese by a sworn translator in order to ensure their admission before courts in Brazil; in addition to

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said translation, foreign documents must (a) have the signatures of the parties thereto notarized by a notary public licensed as such under the law of the place of signing and the signature of such notary public must be authenticated by a consular official of Brazil and (b) be registered together with their sworn translation with a registrar of deeds and documents in Brazil; and

ii) Brazilian courts often decide based on non-statutory equity principles or extensive construction of rules and case-law, actual court decisions different from the conclusions in this opinion cannot altogether be excluded.

8. We expressly disclaim any responsibility to advise with respect to any development, circumstance or change of any kind, including any change of law or fact which may occur after the date of this letter, even though such development, circumstance or change may affect the legal analysis, legal conclusion or any other matter set forth in or relating to the opinion set out in this letter.

9. We understand that you will rely as to matters of Brazilian law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Brazilian law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the addressees hereof. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Brazilian law, as applicable, upon this opinion.

10. We consent to the filing of this opinion as an exhibit to the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) under the Act and to the reference to our firm under the heading “Validity of the Securities” in the prospectus to such registration statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

11. Other than as stated in the preceding paragraphs, this letter is given solely for the purposes of our opinion regarding the Transaction Documents.

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Please do not hesitate to contact us in case you need any further clarification of the foregoing.

Yours faithfully,

/s/ Luiz Roberto de Assis

Luiz Roberto de Assis

5

EX-5.10

EXHIBIT 5.10

[Letterhead of Harney Westwood & Riegels LLP]

19 December 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

Dear Sirs

CSI Latin American Holdings Corporation, Company No. 146057 (the “Company”)

Registration Statement on Form F-4

1. We are lawyers qualified to practise in the British Virgin Islands and have acted as British Virgin Islands legal counsel to the Company in connection with:

(a) the Senior Secured Notes Indenture, dated as of 28 September 2012 in respect of US$3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, collateral agent and transfer agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent (the “September 2012 Senior Secured Notes Indenture”);

(b) the first supplemental indenture to the September 2012 Senior Secured Notes Indenture dated as of 7 November 2012 (the “Supplemental Indenture”), among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Senior Secured Note Guarantors (as defined in the September 2012 Senior Secured Notes Indenture;

(together, the “Documents”) and the preparation of an F-4 exchange offer registration statement.

2. For the purpose of this opinion, we have examined the following documents and records:

(a) copies of the executed Documents;

(b) a copy of the Memorandum and Articles of Association and Certificate of Incorporation of the Company obtained from the British Virgin Islands Registry of Corporate Affairs on 13 December 2012;

(c) a copy of the unanimous written resolutions of the directors of the Company dated 16 October 2012 approving the Company’s entry into, and authorising the execution and delivery by the Company of the Documents (the “Board Resolutions”);

(d) a copy of the written resolutions of the sole member of the Company dated 16 October 2012 approving the Company’s entry into, and execution of, the Documents (the “Shareholder Resolutions”);

(e) a copy of the power of attorney dated 16 October 2012 (the “Power of Attorney”) granted by the Company in favour of the persons named therein in relation to the execution of the Documents;

(f) information revealed by our searches of:

(i) the records and information certified by Codan Trust Company (BVI) Limited, the registered agent of the Company, on 13 December 2012 of the statutory documents and records maintained by the Company at its registered office;

(ii) the public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands on 18 December 2012; and

(iii) the records of proceedings on file with, and available for inspection on 18 December 2012 at the High Court of Justice, British Virgin Islands,

(the “Searches”).

We have made no enquiries as to matters of fact other than the Searches.

3. For the purposes of this opinion we have assumed without further enquiry:

(a) the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of such originals;

(b) the genuineness of all signatures and seals;

(c) the accuracy and completeness of all corporate minutes, resolutions, certificates and records which we have seen;

(d) that the information indicated by the Searches is and remains true and correct;

2

(e) the accuracy of any and all representations of fact expressed in or implied by the documents we have examined;

(f) that the Documents constitute valid, legally binding and enforceable obligations of the Company under the laws of New York by which law they are expressed to be governed; that the Documents have been duly executed in accordance with the laws of New York and any other applicable foreign laws; and that no matters arising under any foreign law will affect the views expressed in this opinion;

(g) that no director of the Company has a financial interest in or other relationship to a party to the transaction contemplated by the Documents except as expressly disclosed in the Board Resolutions; and

(h) that the Board Resolutions, Shareholder Resolutions and Power of Attorney remain in full force and effect.

4. Based on the foregoing, and subject to the qualifications expressed below, our opinion is as follows:

(a) Existence and Good Standing. The Company is a company duly registered with limited liability for an unlimited duration under the BVI Business Companies Act (No 16 of 2004), and is validly existing and in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name.

(b) Capacity and Power. The Company has full capacity to enter into and perform its obligations under the Documents and the Company has taken all necessary action to authorise its entry into the Documents and the exercise of its rights and the performance of its obligations under the Documents.

(c) Due Execution. The Supplemental Indenture has been duly executed for and on behalf of the Company.

(d) Non-conflict. The execution and delivery of the Documents by the Company and the performance by the Company of its obligations and the exercise of any its rights pursuant to the Documents do not and will not conflict with:

(i) any laws, rules, regulations or orders of the British Virgin Islands; or

(ii) the Memorandum and Articles of Association of the Company.

(e) Consents. No consents or authorisations of any government or official authorities of or in the British Virgin Islands are necessary for the entry into and performance by the Company of its obligations and the exercise of its rights pursuant to the Documents.

(f) Registrations. It is not necessary in order to ensure the legality, validity, enforceability or admissibility in evidence in proceedings of the obligations of the Company or the rights of any of the parties to the Documents that they or any other document be notarised, filed, registered or recorded in the British Virgin Islands.

5. This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin

3

Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Documents. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

6. We understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of British Virgin Islands law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of British Virgin Islands law, as applicable, upon this opinion.

7. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully

HARNEY WESTWOOD & RIEGELS LLP

/s/ Harney Westwood & Riegels LLP

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EX-5.11

EXHIBIT 5.11

[Letterhead of Blake, Cassels & Graydon LLP]

December 19, 2012

The Addressees Listed on Annex A

Re: Registration Statement of Form F-4

Dear Sirs:

We have acted as Ontario counsel to Evergreen Packaging Canada Limited (“Evergreen Canada”) and Pactiv Canada Inc. (“Pactiv Canada”) in connection with the Documents (as defined below). Evergreen Canada and Pactiv Canada are collectively referred to herein as the “Opinion Parties”.

A. Documentation

In such capacity, we participated in the preparation of, and examined originally executed copies, certified copies, photostatic copies, electronically transmitted copies, facsimiles and/or drafts of, each of the following documents (collectively, the “Documents”):

(a) 5.750% Senior Secured Notes due 2020 Indenture dated as of September 28, 2012 among the Issuers (as defined therein), certain guarantors party thereto, The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent (the “Indenture”); and

(b) First Senior Secured Notes Supplemental Indenture to the Indenture, dated as of November 7, 2012, among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., Evergreen Packaging Canada Limited, Pactiv Canada Inc., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (the “First Supplemental Indenture”).

B. Scope of Examination

We also:

(a) examined such statutes, regulations, public records and certificates of government officials including, without limitation: (i) a Certificate of Status issued by the Ontario Ministry of Government Services on December 17, 2012, with respect to Evergreen Canada (the “Evergreen Certificate of Status”), and (ii) a Certificate of Status issued by the Ontario Ministry of Government Services on December 17, 2012, with respect to Pactiv Canada (the “Pactiv Canada Certificate of Status”, and collectively with the Evergreen Certificate of Status, the “Certificates of Status”);

(b) examined those corporate records of each Opinion Party attached to the Officer’s Certificates (as defined below);

(c) made such further examinations, investigations and searches; and

(d) considered such questions of law,

as we have considered relevant and necessary as a basis for the opinions hereinafter expressed.

We have relied solely and without independent verification upon (i) a certificate of an officer of Evergreen Canada dated November 7, 2012 (the “Evergreen Canada Officer’s Certificate”), and (ii) a certificate of an officer of Pactiv Canada dated November 7, 2012 (the “Pactiv Canada Officer’s Certificate”, and collectively with the Evergreen Canada Officer’s Certificate, the “Officer’s Certificates”), each in the form delivered to you.

C. Applicable Law

The opinions expressed herein relate only to the laws of the Province of Ontario (the “Province”) and the federal laws of Canada applicable therein in effect on the date hereof, and no opinions are expressed as to the laws of any other jurisdiction.

D. Assumptions and Reliances

For the purposes of the opinions expressed herein, we have assumed:

(a) the genuineness of all signatures of all parties and the legal capacity of all individuals signing any documents;

(b) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic or electronically transmitted copies or facsimiles thereof and the authenticity of the originals of such certified, photostatic or electronically transmitted copies or facsimiles;

(c) the accuracy, currency and completeness of the indices and filing systems maintained by the public offices and registries where we have searched or enquired or have caused searches or enquiries to be made and of the information and advice provided to us by appropriate government, regulatory or other like officials with respect to those matters referred to herein; and

(d) that each paragraph of each Officer’s Certificate is and remains complete and accurate in all respects, and is not misleading.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of an assumption, limitation or qualification expressed in general terms that includes the subject matter of the specific assumption, limitation or qualification.

E. Opinions

Based on and subject to the foregoing, we are of the opinion that:

1. Relying on the Certificates of Status and the Officer’s Certificates, each Opinion Party is a subsisting corporation under the laws of the Province.

2. Each Opinion Party possessed the corporate power and capacity to execute and deliver the First Supplemental Indenture and to perform its obligations thereunder.

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3. Each Opinion Party had taken all necessary corporate action to authorize the execution and delivery of the First Supplemental Indenture, and the performance of its obligations thereunder.

4. On the date of the First Supplemental Indenture the execution and delivery by each Opinion Party of the First Supplemental Indenture, and the performance of its obligations thereunder did not:

(a) violate, result in a breach of, or constitute a default under (i) any of the constating documents or by-laws of such Opinion Party which are attached to the Officer’s Certificates or (ii) any statute or regulation of the Province or any federal statute or regulation of Canada applicable therein which is applicable to such Opinion Party; or

(b) require such Opinion Party to effect or obtain any filing, registration or recording with, consent, authorization, or approval of, or notice or other action to, with or by, any governmental authority or regulatory body in the Province under the laws of the Province or the federal laws of Canada applicable therein.

We understand that you will rely as to matters of Ontario law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Ontario law, as applicable, upon this opinion in connection with an opinion to be rendered by it on or about the date hereof relating to the Opinion Parties. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Ontario law, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours truly,

/s/ Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

Page 3

Annex A

Addressees

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann

L-5365 Munsbach, Grand Duchy of Luxembourg

Evergreen Packaging Canada Limited

Pactiv Canada Inc.

EX-5.12

EXHIBIT 5.12

[Letterhead of Pacheco Coto]

Registration Statement on Form F-4

San Jose, Costa Rica, December 19, 2012        

To: Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

To: Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

To: Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

To: Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

and the Guarantors Listed on Annex A attached hereto

Ladies and Gentlemen:

We have acted as Costa Rican counsel of CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L., a company duly incorporated under the laws of Costa Rica with corporate identity card number 3-102-226363, hereinafter referred as the “Company” in connection with the documents listed in Annex B.

The opinions expressed herein are limited to the laws of Costa Rica, as currently in effect.

In rendering this opinion, we have examined and relied upon originals, or copies certified to our satisfaction, of the information relating to the Company available at the Public Registry of Costa Rica, Mercantile Section.

Based upon and subject to the foregoing, and subject to the further qualifications and limitations set forth herein, we are of the opinion that:

1. the Company is duly incorporated, validly existing and in good standing under the laws of Costa Rica and possesses the corporate power and authority to execute, deliver and perform its obligations under the First Supplemental Indenture and the Indenture. The Company has duly authorized, executed and delivered the First Supplemental Indenture;

2. the entry into and performance the Transaction Documents listed on Annex B attached hereto do not violate or conflict with (i) the charter or bylaws or (ii) any laws, rules, regulations or orders of Costa Rica;

3. no additional authorizations, consents, licenses or approvals are required for the entry into and performance of the Transaction Documents; and,

4. no authorization, approval or other action is required to be made or obtained in connection with the execution, delivery and performance under the Transaction Documents.

We understand that you will rely as to matters of Costa Rican law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Costa Rican law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Costa Rican law, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

This opinion is given as of the time of the effectiveness and, unless requested to do so, we assume no obligation to up-date or supplement it to reflect any changes in facts, circumstances or laws that may hereafter occur. The opinions set forth above are limited to the laws of Costa Rica, where we are legally qualified and authorized to practice law, and we do not express any opinion herein concerning any other law.

[Signature in the Following Page]

2

Sincerely,

PACHECO COTO

/s/ Freddy Fachler

Freddy Fachler

Partner

3

Annex A

1. CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada

4

Annex B

1. 5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent (the “Indenture”); and

2. First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (the “First Supplemental Indenture”).

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EX-5.13

EXHIBIT 5.13

[Letterhead of Carey Olsen LLP]

The Recipients listed in Schedule 1 hereof

(together, the “Recipient”)

19 December 2012

Dear Sirs

SIG Asset Holdings Limited (Company Number 28883) (the “Company”)

1. INTRODUCTION

1.1 You have asked for our legal opinion on matters of law of the Island of Guernsey (“Guernsey”) in connection with the US$3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 (the “September 2012 Senior Secured Notes”) and in connection therewith:

1.1.1 the supplemental indenture to the senior secured notes indenture, dated as of 28 September 2012, relating to the September 2012 Senior Secured Notes entered into between, amongst others, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “Supplemental Indenture to the September 2012 Senior Secured Notes Indenture and the “Senior Secured Notes Indenture” respectively);

1.2 The documents referred to in paragraph 1.1.1 are in this Opinion together referred to as the “Transaction Documents”.

1.3 Except as expressly referred to in this Opinion we have not seen or examined, and give no opinion on, any underlying or other documents referred to in the Transaction Documents.

1.4 We are lawyers qualified to practise law in and to advise on the laws of Guernsey. This Opinion is limited to matters of Guernsey law as it exists at the date hereof with no obligation to keep the terms of the Opinion under review. We have not made any investigation as to the laws of any jurisdiction other than Guernsey and express no opinion as to whether the Transaction Documents are enforceable whether in Guernsey or in any other jurisdiction.

2. INSPECTION

In addition to examining the Transaction Documents, for the purpose of giving this opinion we have examined the following documents:

2.1 a copy of the certificate of incorporation and re-registration of the Company as filed at the registry of companies in Guernsey (the “Registry”);

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 2

2.2 a copy of the Memorandum and Articles of Incorporation of the Company as filed at the Registry on the date hereof (together the “Articles”);

2.3 a copy of the minutes of the meeting of the board of directors of the Company dated 11 October 2012 signed by the chairman of the meeting at which the directors of the Company resolved to accept the terms and conditions of the Transaction Documents and to authorise any Authorised Signatory (as defined therein) to execute the same on behalf of the Company (together, the “Minutes”);

2.4 a copy of the written resolutions of the sole shareholder of the Company dated 9 October 2012 approving the entry by the Company into the Transaction Documents (the “Shareholder Resolutions”);

2.5 the public records of the Company on file and available for the purposes of public inspection at the Registry on the date hereof and a search of the computerised records of matters raised in the Royal Court of Guernsey (the “Royal Court” which definition shall include any court in Guernsey where the context so requires) available for inspection at the Greffe (the registry of the Royal Court in Guernsey) on the date hereof (together the “Public Records”);

2.6 a copy of the register of directors and secretaries of the Company dated on the date hereof;

2.7 a copy of the register of members of the Company dated on the date hereof (the “Register of Members”);

2.8 a certificate provided to us by a director of the Company dated on the date hereof (the “Certificate”);

2.9 a copy of the consent of the Guernsey Financial Services Commission (the “GFSC”) dated 25 September 2012 pursuant to which the GFSC, inter alios, consented to the Company guaranteeing the various notes issued pursuant to the Transaction Documents pursuant to the Control of Borrowing (Bailiwick of Guernsey) Ordinance, 1959, as amended (together, the “Consent”); and

2.10 the Senior Secured Notes Indenture.

The documents referred to in paragraphs 2.1 to 2.10 are in this Opinion together referred to as the “Documents”.

3. ASSUMPTIONS

3.1 For the purpose of this opinion, we have made and relied upon the assumptions set out below without making any investigation thereof or independently verifying the same:

3.1.1 that all parties (other than the Company) had the capacity, power and authority to enter into the Transaction Documents to which they are a party and that such parties were duly authorised to execute and deliver those Transaction Documents;

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 3

3.1.2 the conformity to the originals of all documents supplied to us as drafts, certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of such documents, and the authenticity and completeness of all documents supplied to us as originals;

3.1.3 the genuineness of all signatures and seals on the documents and instruments submitted to us for the purposes of this Opinion and where we have been provided with only signature pages of documents, that the original signed versions of such documents will not differ from the last version of the full documents provided to us;

3.1.4 that the information and documents disclosed by our searches of the Public Records referred to in paragraph 2.5 are accurate as at the date hereof and that save as disclosed therein:

(a) neither an administration order nor any application for an administration order has been made in respect of the Company by an entity or person other than the Company;

(b) no notice of appointment of a receiver, liquidator or administrator of the Company or any of its assets has been delivered by an entity or person other than the Company;

(c) no entity or person other than the Company has made an application to commence procedures or proceedings referred to in Part VIII (“Arrangements and Reconstructions”) of the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”);

(d) no entity or person other than the Company has instituted any insolvency procedures or proceedings against the Company;

(e) no entity or person other than the Company has commenced or instituted litigation, arbitration or administrative proceedings against the Company or any of its property, assets or revenues;

(f) no entity or person other than the Company has delivered any document or information to the Guernsey Registry which could allow the Registrar to strike-off the Company.

3.1.5 that the Certificate is complete and accurate as at the date hereof and the continuing accuracy and completeness of all statements as to matters of fact contained in the Documents as at the date hereof;

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 4

3.1.6 that there are no documents or information which we have not been provided with which could affect the accuracy of this opinion;

3.1.7 that the corporate member of the Company (which we understand from the Register of Members, as at the date hereof, to be SIG Combibloc Group AG, a company incorporated under the laws of Switzerland) is duly incorporated and organised, validly existing and in good standing under the law of their place of incorporation, that it has capacity, power and authority to act in the manner contemplated and that the authorised signatories of such corporate member have been validly appointed;

3.1.8 the representations and warranties as to matters of fact given by any of the parties to the Transaction Documents contained in any of the Transaction Documents are or will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all respects and that such representations and warranties were at all relevant times, true and correct;

3.1.9 that any notice(s) required to be given pursuant to the terms of the Transaction Documents are given to the addressee(s) as set out therein in the form required and/or as required by law;

3.1.10 there has been no change regarding the Consent and there have been no infringements of the conditions contained therein;

3.1.11 that words and phrases used in the Transaction Documents have the same meanings and effect as they would have if those documents were governed by Guernsey law.

4. OPINIONS

On the basis of and subject to the above and the observations and qualifications below and subject to matters not disclosed to us we are of the following opinion:

4.1 The Company is duly incorporated and validly existing under the laws of Guernsey as a non-cellular company limited by shares, is capable of owning its assets and is subject to suit in its own name.

4.2 The Company has full corporate power, authority and legal right to execute, deliver and to perform its obligations under the Transaction Documents, all necessary corporate, and other action has been taken to authorise the same, and the First Senior Secured Notes Supplemental Indenture has been duly authorised and executed.

4.3 The execution and delivery of, the performance of its obligations under and compliance with the Transaction Documents by the Company will not contravene or conflict with any provision of the Articles.

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 5

5. QUALIFICATIONS

The observations and qualifications referred to above are as follows:

5.1 If the Royal Court was asked to enforce any guarantee or indemnity in the Transaction Documents against the Company, the Company might be able to claim certain rights under Guernsey law, known as the “droit de division” and the “droit de discussion”, being respectively a right to require that any liability of that Company be divided or apportioned with another person or persons and a right to require that the assets of the principal obligor (or any other person) be exhausted before any claim is enforced against the Company unless the Company has agreed to waive such rights.

5.2 The question of whether or not any provision of the Transaction Documents which may be invalid on account of illegality or otherwise may be severed from the other provisions thereof would be determined by the Royal Court in its discretion.

5.3 Where any party to the Transaction Documents is vested with a discretion or may determine a matter in its opinion, the Royal Court may require that such a discretion be exercised reasonably or that such an opinion be based on reasonable grounds.

5.4 The effectiveness of any provision exculpating any party from a liability or duty otherwise owed may be limited by law and confidentiality obligations may be overridden by the requirements of legal process of other applicable laws or regulations.

5.5 We express no opinion as to whether the entering into the agreements constituted by the Transaction Documents will or may result in any breach of or otherwise infringe any other agreement, deed or document (other than the Articles and the Consent) entered into by or binding on the Company.

5.6 Failure to exercise a right may operate as a waiver of that right notwithstanding a provision to the contrary.

5.7 We express no opinion on the accuracy or completeness of any statements, representations or warranties of fact set out in the Transaction Documents and or/the Documents save insofar as an express opinion is given herein in respect thereof, which statements, representations and warranties we have not independently verified.

5.8 This opinion shall be governed by and construed in accordance with the laws of Guernsey as it exists at the date hereof with no obligation to keep the terms of the opinion under review. We have not made any investigation as to any other law other than the laws of Guernsey in force at and as interpreted at the date of this opinion and in particular we express no opinion as to whether the Transaction Documents are enforceable in any jurisdiction outside Guernsey.

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 6

5.9 We do not give any opinion on the commerciality of any transaction contemplated or entered into under or pursuant to the Transaction Documents.

5.10 The search of the Public Records referred to in paragraph 2.5 above is not conclusively capable of revealing whether or not:

5.10.1 a winding up order has been made or a resolution passed for the winding up of the Company; or

5.10.2 an order has been made or a resolution passed appointing a liquidator or administrator or other person to control the assets of the Company,

as notice of these matters might not be filed with the Registry or the Greffe immediately or at all and, when filed, might not be entered on the Public Records of the Company immediately. A company search conducted in Guernsey is limited in respect of the information it produces. Details regarding the aggregate share capital of a company are only given as at 31 December in the preceding year. The Companies Law allows for various periods of time to file certain information with the Registry including resolutions, notices and court orders which if the relevant period is still running may not appear in time for the search. Any changes to the details of the directors of a company must be filed within 14 days of that change. There is no requirement to file at the Registry information regarding the shareholders or secretary of a company or regarding mortgages, security interests or charges created by a company other than in respect of real property situate in Guernsey. Moreover, a company search carried out in Guernsey is unlikely to reveal any information as to any such procedure or similar proceedings initiated in any other jurisdiction. It should be noted that the Royal Court has the power to recognise in Guernsey, insolvency office holders appointed in respect of a Guernsey company pursuant to the laws of a foreign jurisdiction. Any such recognition may not be revealed by our searches.

5.11 There is no official register of pending actions in Guernsey available for public inspection and no formal procedure for determining whether any proceedings have been commenced against the Company including as to whether proceedings have commenced to declare the property of the Company “en désastre”; the enquiry of the Public Records referred to in paragraph 2.5 of this opinion above is an informal enquiry only and cannot be relied upon exclusively.

5.12 Insofar as a Transaction Document grants or requires the grant of a power of attorney by the Company to a party to the Transaction Document, the grant of such power of attorney must be in accordance with the requirements of the Articles (which state that the board of directors of the Company may, at any time by power of attorney executed by the Company under the Common Signature of the Company (the full name of the Company with the addition of the signature(s) of one or more person(s) authorised generally or specifically by the board for such purpose), appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Board, to be the attorney of the Company). The absence of compliance with such requirements will mean that the power of attorney may not be valid and enforceable in Guernsey.

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 7

6. ADDRESSEES, RELIANCE AND CONSENT

6.1 We understand that the Recipient will rely as to matters of Guernsey law, as applicable, upon this Opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Guernsey law, as applicable, upon this Opinion in connection with an opinion to be rendered by it relating to the Company. In connection with the foregoing, we hereby consent to the Recipient and Debevoise relying as to matters of Guernsey law, as applicable, upon this Opinion.

6.2 We consent to the filing of this Opinion as an exhibit to the registration statement relating to the notes which are the subject of the Transaction Documents (the “Registration Statement”) with the U.S. Securities and Exchange Commission and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully

Member

for and on behalf of

/s/ Carey Olsen LLP

Carey Olsen LLP

The Recipients listed in Schedule 1 hereof

19 December 2012

Page 8

SCHEDULE 1

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

SIG Asset Holdings Limited

Heritage Hall

Le Marchant Street

St. Peter Port

Guernsey GY1 4EL

EX-5.14

EXHIBIT 5.14

[Letterhead of Debevoise & Plimpton LLP]

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

and the companies listed in Schedule A attached hereto (the “German Companies”)

German Capacity Opinion

Dear Sirs,

We have acted as special German counsel to Reynolds Group Holdings Limited, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. (the “Issuers”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) filed by the Issuers with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Terms defined in the Supplemental Indenture (as defined below) mean the same in this opinion unless otherwise defined in this opinion.

I. Documents

For the purpose of rendering this opinion, we have reviewed and relied upon the following documents:

1. First Senior Secured Notes Supplemental Indenture of November 7, 2012, among the Issuers, Beverage Packaging Holdings (Luxembourg) I S.A., the German Companies, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, and Wilmington Trust (London) Limited as additional collateral agent, to the senior secured notes indenture dated as of September 28, 2012, as amended or supplemented (the “Indenture”), in respect of the issuance of an aggregate principal amount of US $3,250,000,000 of 5.750% senior secured notes due 2020 (the “Supplemental Indenture”);

2. electronic commercial register extracts dated as set forth in Schedule B hereto with respect to the German Companies;

3. copies of the shareholders’ lists for each of the German Companies in the form of a GmbH, dated and certified as set forth in Schedule B hereto;

4. copies of the articles of association of each of the German Companies, dated and certified as set forth the in Schedule B hereto;

5. copies of shareholders resolutions (and where applicable supervisory board resolutions) of each of the German Companies relating to the Supplemental Indenture, dated as set forth in Schedule B hereto; and

6. copies of powers of attorneys of each of the German Companies relating to the Supplemental Indenture, dated as set forth in Schedule B hereto;

(the documents listed under 1 through 6 above collectively being referred to as the “Documents”).

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II. Assumptions

In rendering our opinions herein, we have assumed, without any investigation, the following:

1. if applicable, the genuineness and the authenticity of all signatures on the Documents and the conformity of signatory pages to the Documents to which they belong;

2. the correctness of all factual statements, representations and assumptions made in the Documents (other than those with respect of which we express a specific opinion under III below);

3. the authenticity and completeness of all Documents submitted to us as originals, and the conformity to original authentic Documents of all Documents submitted to us as notarial, certified, photostatic or telecopied copies thereof and the authenticity and completeness of the originals of such Documents;

4. that the extracts from the commercial register referred to under I.2 above were accurate and complete as of the date of the Supplemental Indenture, that no changes to the facts related therein have occurred as of the date of the Supplemental Indenture and that no fact existed as of the date of the Supplemental Indenture which had to be registered or filedwith the commercial register that was not reflected in the respective extracts;

5. that the copies of the shareholders’ lists referred to under I.3 above were accurate and complete as at the date of the Supplemental Indenture and that no changes to the facts related therein have occurred as of the date of the Supplemental Indenture;

6. that the copies of the articles of association referred to under I.4 above were the up-to-date articles of association as at the date of the Supplemental Indenture, in full force and effect, and that they have not been subject to any amendment, supplement or change as at the date of the Supplemental Indenture;

7. that the shareholder resolutions (and where applicable supervisory board resolutions) referred to under I.5 above have not been modified, rescinded or amended and were in full force and effect at the date of the Supplemental Indenture;

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8. that the powers of attorney referred to under I.6 above have not been revoked, withdrawn, contested or otherwise been changed or limited as of the date of the Supplemental Indenture;

9. that until the date of the Supplemental Indenture with respect to the German Companies no resolutions have been passed relating to any voluntary winding up or to appoint a liquidator and that no petition has been presented to or order made by any competent court or authority for the winding up of any of these companies or to appoint a liquidator that have not been reflected in the commercial register excerpts referred to under I.2 above;

10. that until the date of the Supplemental Indenture no application relating to the commencement of an insolvency proceeding over the assets of the German Companies has been filed or threatened and that no insolvency proceedings, including any preliminary insolvency proceedings, have been commenced that have not been reflected in the commercial register excerpts referred to under I.2 above and that, in addition, with regard to the aforementioned companies no facts or circumstances exist which would justify the commencement of any such proceedings;

11. the due execution and delivery of the shareholder resolutions and powers of attorney referred to under I.5 and I.6 above by each of the parties thereto (other than the German Companies) and, in each case, in the form of the copies examined by us;

12. due compliance with all matters (including, without limitation, the obtaining of necessary authorizations, consents and approvals and the making of necessary filings and registrations) required in connection with the Supplemental Indenture in jurisdictions other than Germany and that such compliance remains in full force and effect and will continue to be effective where required for the due execution under any law (other than German law) of the Supplemental Indenture and that the performance of each of the obligations under the Supplemental Indenture is not illegal or contrary to public policy or law in any place outside Germany in which that obligation is to be performed;

13. that all signatories to the Documents are legally competent (geschäftsfähig);

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14. that there has been no collusive conduct (kollusives Zusammenwirken) to the detriment of parties to the Documents and no misuse of powers of representation (Missbrauch der Vertretungsmacht); and

15. that there are no factual circumstances that are beyond the face of the Documents which could justify contestation (Anfechtung), revocation (Widerruf) or rescission (Rücktritt) or other withdrawal (anderweitige Rücknahme) of the powers of attorney referred to under I.6 or of the declarations in the other Documents.

As to any facts material to our opinion, other than those assumed, we have relied, without independent investigation, on the above mentioned Documents and the accuracy, as of the date hereof, of the matters therein contained.

III. Opinions

Based upon and subject to the foregoing and subject to the qualifications set out below, we are of the opinion that at the date of the execution of the Supplemental Indenture:

1. each German Company was incorporated in the legal form as set forth in Schedule A hereto and validly existing under the laws of Germany;

2. each German Company had the corporate power and authority to execute the Supplemental Indenture and to perform its obligations under the Supplemental Indenture; and

3. the Supplemental Indenture was duly authorized and executed by each German Company party to it.

IV. Qualifications

The opinions expressed herein are subject to the following qualifications:

Our opinions set forth above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, German law principles of Treu und Glauben and other similar laws and judicial decisions relating to or affecting creditors’ rights or remedies generally,

5

including, without limitation, the German Act on Avoiding Transactions (Anfechtungsgesetz), the German Insolvency Code (Insolvenzordnung) and the EC Regulation No. 1346/2000 of May 29, 2000 on insolvency proceedings.

This opinion letter and the legal opinions set out therein are limited to the laws of the Federal Republic of Germany that are generally applicable to transactions of this type and as currently in force and applied by the courts of the Federal Republic of Germany and are given on the basis that this opinion letter will be governed by and construed in accordance with the laws of the Federal Republic of Germany and, therefore, we express no opinion with respect to the law of any jurisdiction other than that of the Federal Republic of Germany. We express no opinion as to tax laws. Further, it is an opinion on German law expressed in the English language, and although every effort has been made to ensure accuracy of this opinion letter, there may be irreconcilable differences between the German and English language making it impossible to warrant an entirely accurate interpretation. Also, there are legal concepts which exist in one jurisdiction and language and not in another, and in such cases it may be difficult to provide a completely satisfactory translation or interpretation because equivalent terms do not exist. We accept no responsibility for inaccuracies to the extent they are attributable to these factors. Where a German term has been inserted in italics it alone (and not the English term to which it relates) shall be authoritative for the purpose of interpreting the English term.

Our role in rendering this opinion has been confined to reviewing the Supplemental Indenture from the point of view of German law to the extent necessary for the purpose of rendering this opinion. Accordingly, except for those matters of German law which are specifically addressed in this opinion, we express no opinion or view on the subject matters of the Supplemental Indenture, any other documentation relating thereto, or any other legal issue including (without limitation) whether the Supplemental Indenture is effective for any commercial, accounting, tax or legal objectives or purposes of the parties thereto.

This opinion letter speaks only as of the date of the Supplemental Indenture and is based on our understandings and assumptions as to the facts and the application of German law as those understandings and assumptions existed on the date of the Supplemental Indenture. We assume no responsibility to advise you of, or to update or supplement the opinions set out in this letter to reflect, any facts or circumstances which may come to our attention or any changes in laws which may occur, after the date of this letter.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

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This opinion letter is rendered on the express conditions that (a) it, including all rights and obligations or liabilities in relation thereto, is governed by German substantive law and (b) the courts of Frankfurt am Main, Germany shall have exclusive jurisdiction for any such claims.

Very truly yours

/s/ Debevoise & Plimpton LLP

7

SCHEDULE A

LIST OF GERMAN COMPANIES

1. Closure Systems International Deutschland GmbH

2. Closure Systems International Holdings (Germany) GmbH

3. Omni-Pac Ekco GmbH Verpackungsmittel

4. Omni-Pac GmbH Verpackungsmittel

5. Pactiv Deutschland Holdinggesellschaft mbH

6. SIG Beteiligungs GmbH

7. SIG Beverages Germany GmbH

8. SIG Combibloc GmbH

9. SIG Combibloc Holding GmbH

10. SIG Combibloc Systems GmbH

11. SIG Combibloc Zerspanungstechnik GmbH

12. SIG Euro Holding AG & Co. KGaA

13. SIG Information Technology GmbH

14. SIG International Services GmbH

A-1

SCHEDULE B

CORPORATE DOCUMENTS

1. Closure Systems International Deutschland GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 18, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 18, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

2. Closure Systems International Holdings (Germany) GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 18, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 18, 2012.

• A copy of the shareholder resolution dated October 25, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

3. Omni-Pac Ekco GmbH Verpackungsmittel

• An electronic commercial register extract (Handelsregister) dated as of November 6, 2012.

• A certified copy of the shareholder list dated as of October 17, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated as of October 17, 2012.

• A copy of the shareholder resolution dated as of October 30, 2012 relating to the Transaction Documents.

B-1

• A copy of the power of attorney dated as of October 30, 2012 relating to the Transaction Documents.

4. Omni-Pac GmbH Verpackungsmittel

• An electronic commercial register extract (Handelsregister) dated as of November 6, 2012.

• A certified copy of the shareholder list dated as of October 18, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated as of October 18, 2012.

• A copy of the shareholder resolution dated as of October 30, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated as of October 30, 2012 relating to the Transaction Documents.

5. Pactiv Deutschland Holdinggesellschaft mbH

• An electronic commercial register extract (Handelsregister) dated as of November 6, 2012.

• A certified copy of the shareholder list dated as of October 17, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated as of October 17, 2012.

• A copy of the shareholder resolution dated as of November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated as of October 30, 2012 relating to the Transaction Documents.

6. SIG Beteiligungs GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 23, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 23, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

B-2

7. SIG Beverages Germany GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 23, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 23, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

8. SIG Combibloc GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 17, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

9. SIG Combibloc Holding GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 17, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

B-3

10. SIG Combibloc Systems GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 17, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

11. SIG Combibloc Zerspanungstechnik GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 31, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 31, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

12. SIG Euro Holding AG & Co. KGaA

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A copy of the shareholder resolution dated October 29, 2012 relating to the Transaction Documents.

• A copy of the supervisory board resolution dated October 5, 2012 relating to certain of the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

B-4

13. SIG Information Technology GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 17, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

14. SIG International Services GmbH

• An electronic commercial register extract (Handelsregister) dated November 6, 2012.

• A certified copy of the articles of association (Gesellschaftervertrag) dated October 17, 2012.

• A certified copy of the shareholder list (Gesellschafterliste) dated as of October 17, 2012.

• A copy of the shareholder resolution dated November 2, 2012 relating to the Transaction Documents.

• A copy of the power of attorney dated November 2, 2012 relating to the Transaction Documents.

B-5

EX-5.15

EXHIBIT 5.15

[Letterhead of Freshfields]

To: the parties set out in Schedule 5 (Addressees)

19 December 2012

Dear Sirs

Closure Systems International (Hong Kong) Limited (CSI HK) and SIG Combibloc Limited (SIG Combibloc and, together with CSI HK, the Companies and each a Company)

Introduction

1. We have acted as Hong Kong law advisers to Reynolds Group Holdings Limited and the Companies in relation to the Companies entering into the first supplemental indenture (the Supplemental Indenture) to the 5.750% Senior Secured Notes due 2020 Indenture dated 28 September 2012 (the Indenture and, together with the Supplemental Indenture, the Documents and entry into the Documents by the Companies is referred to herein as the Transaction) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional senior secured note guarantors listed thereto including, Closure Systems International (Hong Kong) Limited and SIG Combibloc Limited, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent.

We have been asked to provide an opinion in relation to an F-4 registration statement to be filed with the United States Securities and Exchange Commission (the Filing) by a certain company in the same corporate group as the Companies.

Documents Reviewed

2. In giving this opinion, we have examined a copy of the Supplemental Indenture and a copy of the Indenture and such other documents (including the Officer’s Certificates listed in Schedule 3), corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, and we have relied upon the statements as to factual matters contained in or made pursuant to the Documents.

3. We have not made any searches or enquiries for the purposes of giving this opinion other than those specified in Schedule 4 hereto.

Nature of Opinion, and Observations

4. (a) This opinion is confined to matters of the laws (including case law) of the Hong Kong Special Administrative Region of the People’s Republic of China

(Hong Kong or the HKSAR) as at the date of this opinion, and is governed by and shall be construed in accordance with Hong Kong law. We express no opinion with regard to any system of law other than the laws of Hong Kong as currently applied by the Hong Kong courts.

(b) By giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect.

(c) We should also like to make the following observations:

(i) Factual Statements: we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in the Documents or any related documents are accurate, complete or reasonable;

(ii) Enforceability: we express no opinion on whether the obligations of any Company under the Documents are enforceable against it in the Hong Kong courts or otherwise; and

(iii) Basic Law: on 1 July 1997, Hong Kong became the Hong Kong Special Administrative Region of the People’s Republic of China. On 4 April 1990, the National People’s Congress of the People’s Republic of China (the NPC) adopted the Basic Law of the HKSAR (the Basic Law). Under Article 8 of the Basic Law, the laws of Hong Kong in force at 30 June 1997 (that is, the common law, rules of equity, ordinances, subordinate legislation and customary law) shall be maintained, except for any that contravene the Basic Law and subject to any amendment by the legislature of the HKSAR. Under Article 160 of the Basic Law, the laws of Hong Kong in force at 30 June 1997 are to be adopted as laws of the HKSAR unless they are declared by the Standing Committee of the NPC (the Standing Committee) to be in contravention of the Basic Law and, if any laws are later discovered to be in contravention of the Basic Law, they shall be amended or cease to have force in accordance with the procedures prescribed by the Basic Law.

On 23 February 1997, the Standing Committee adopted a decision (the Decision) on the treatment of laws previously in force in Hong Kong. Under paragraph 1 of the Decision (as defined above), the Standing Committee decided that the “laws previously in force in Hong Kong, which include the common law, the rules of equity, ordinances, subsidiary legislation and customary law, except for those which contravene the Basic Law, are to be adopted as the laws of the Hong Kong Special Administrative Region”. Under paragraph 2 of the Decision, the Standing Committee decided that the ordinances and subsidiary legislation set out in Annex 1 to the Decision “which are in contravention of the Basic Law” are not to be adopted as the laws of the HKSAR. One of the ordinances set out in that Annex is the Application of English Law Ordinance (Chapter 88 of the Laws of

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Hong Kong) (the English Law Ordinance). The English Law Ordinance applied the common law and rules of equity of England to Hong Kong. We have assumed in giving this opinion that the effect of paragraph 2 of the Decision, insofar as it relates to the English Law Ordinance, was to repeal the English Law Ordinance prospectively and that the common law and rules of equity of England which applied in Hong Kong on 30 June 1997 continue to apply, subject to their subsequent independent development which will rest primarily with the courts of the HKSAR which are empowered by the Basic Law to refer to precedents of other common law jurisdictions when adjudicating cases. The judgement of the Court of Appeal of the High Court in HKSAR v Ma Wai Kwan David and Others, Res No. 1 of 1997 supports this assumption that the common law and rules of equity of England which applied to Hong Kong on 30 June 1997 continue to apply to the HKSAR.

Opinion

5. On the basis stated in paragraphs 2 - 4 above and subject to the assumptions in Schedule 1 (Assumptions) and the qualifications in Schedule 2 (Qualifications) and any matters not disclosed to us, and having regard to such considerations of Hong Kong law in force as at the date of this opinion as we consider relevant, we are of the opinion that:

(a) Corporate Existence: each Company has been duly incorporated with limited liability and registered as a private company limited by shares in Hong Kong. In addition, we note that:

(i) the Company Searches as defined in Schedule 4 hereto revealed no orders or resolutions for the winding up of any Company and no notice of appointment in respect of any Company of a liquidator, receiver or receiver and manager; and

(ii) the Official Receiver Searches as defined in Schedule 4 hereto revealed that no petitions for the winding up of any Company have been presented;

(b) Corporate Power: each Company had, as at the date of execution thereof, the requisite corporate capacity to enter into the Documents and to perform its obligations thereunder;

(c) Corporate Authorisation: the execution and delivery of the Documents were, as at such date, duly authorised by all necessary corporate action on the part of each Company; and

(d) Due Execution: the Indenture was duly executed by each Company, which execution did not result in any violation by such Company of any term of its Memorandum and Articles of Association.

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Benefit of Opinion, Reliance and Consent

6. (a) This opinion is addressed to you in relation to the Transaction and the Filing.

(b) As set out in paragraph (a), we understand that you will rely as to matters of Hong Kong law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (Debevoise) will rely as to matters of Hong Kong law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Companies. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Hong Kong law, as applicable, upon this opinion.

(c) We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Freshfields Bruckhaus Deringer

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SCHEDULE 1

ASSUMPTIONS

In considering the Documents and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:

(a) Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

(b) Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies;

(c) Officer’s Certificates: that each of the statements contained in each of the Officer’s Certificates listed in Schedule 3 was true and accurate as at the date of execution of the Indenture and remains true and accurate as at the date hereof;

(d) Powers of Attorney: that each Power of Attorney specified in Schedule 6 was in full force and effect as at the date of the Indenture and remains in full force and effect as at the date hereof;

(e) No Escrow: that the Indenture has been delivered by the parties thereto and is not subject to any escrow or other similar arrangement;

(f) Bad Faith: that there has been no bad faith, or intention to use fraud, undue influence, coercion or duress on the part of any party to the Documents, or their respective directors, employees or agents;

(g) Filings under Other Laws: that all consents, approvals, notices, filings, publications, recordations, notarisations and registrations which are necessary under any applicable laws or regulations (other than, to the extent applicable and relevant, the laws of Hong Kong) in order to permit the execution, delivery or performance of the Documents or to protect or preserve any of the interests created by the Documents have been or will be given, made, obtained or observed within the period permitted by such laws or regulations;

(h) Searches: that the information revealed by each Search: (i) was accurate in all respects and has not since the time of such Search been altered or added to; and (ii) was complete, and included all relevant information which had been properly submitted for registration of filing on the relevant public files or records;

(i) Financial Assistance: that the execution and performance of the Documents by the Companies were not, are not or will not (as applicable) be in contravention of Section 47A (Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (or any

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successor provision); broadly Section 47A would be breached if any of the monies borrowed pursuant to the Documents were used to finance (or to refinance any indebtedness used to finance) any acquisition of shares in the Companies or any of its Hong Kong incorporated holding companies; and

(j) Secondary Legislation: that all secondary legislation relevant to this opinion is (or was at the relevant time) valid, effective and enacted within the scope of the powers of the relevant rule-making authorities.

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SCHEDULE 2

QUALIFICATIONS

Our opinion is subject to the following qualifications:

(a) Company Searches: the Company Searches are not capable of revealing conclusively whether or not:

(i) a winding-up order has been made or a resolution passed for the winding-up of a company; or

(ii) a receiver, receiver and manager, or liquidator has been appointed; or

(iii) amendments have been made to the memorandum and articles of association of a company,

since notice of these matters may not be filed with the Companies Registry of Hong Kong immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately. In addition, the Company Searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition has been presented;

(b) Official Receiver Searches: the Official Receiver Searches relate only to a compulsory winding-up and are not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Official Receiver’s Office or the High Court of Hong Kong (as appropriate) immediately;

(c) Insolvency: this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances and other similar laws of general application relating to or affecting generally the enforcement of creditor’s rights and remedies from time to time; and

(d) Directors’ Fiduciary Duties: an agreement may be voidable if a director was in breach of his or her fiduciary duties in authorising the execution thereof.

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SCHEDULE 3

OFFICER’S CERTIFICATES

(a) a copy of a certificate of a director of CSI HK dated 7 November 2012 (the CSI HK Officer’s Certificate) attaching certified copies of:

(i) the Certificate of Incorporation and Certificate of Incorporation on Change of Name of CSI HK;

(ii) the Memorandum and Articles of Association of CSI HK;

(iii) the written resolutions of all the directors of CSI HK dated 10 October 2012; and

(iv) the written shareholder’s resolutions of CSI HK dated 12 October 2012,

and certifying as to various corporate matters;

(b) a copy of a certificate of a director of SIG Combibloc dated 7 November 2012 (the SIG Combibloc Officer’s Certificate and, together with the CSI HK Officer’s Certificate, the Officer’s Certificates) attaching certified copies of:

(i) the Certificate of Incorporation of SIG Combibloc;

(ii) the Memorandum and Articles of Association of SIG Combibloc;

(iii) the written resolutions of all the directors of SIG Combibloc dated 19 October 2012; and

(iv) the written shareholder’s resolutions of SIG Combibloc dated 2 November 2012,

and certifying as to various corporate matters.

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SCHEDULE 4

COMPANY SEARCHES AND OFFICIAL RECEIVER SEARCHES

(a) the results of a search made on 19 December 2012 (carried out by us or on our behalf) in respect of all public documents of CSI HK maintained at the Companies Registry of Hong Kong (the CSI HK Company Search);

(b) the results of a search made on 19 December 2012 (carried out by us or on our behalf) in respect of all public documents of SIG Combibloc maintained at the Companies Registry of Hong Kong (the SIG Combibloc Company Search and, together with the CSI HK Company Search, the Company Searches);

(c) the results of a search made on 19 December 2012 (carried out by us or on our behalf) in respect of all public documents of CSI HK maintained at the Official Receiver’s Office in Hong Kong (the CSI HK Official Receiver Search); and

(d) the results of a search made on 19 December 2012 (carried out by us or on our behalf) in respect of all public documents of SIG Combibloc maintained at the Official Receiver’s Office in Hong Kong (the SIG Combibloc Official Receiver Search and, together with the CSI HK Official Receiver Search, the Official Receiver Searches);

(the Company Searches and the Official Receiver Searches together, the Searches and each a Search).

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SCHEDULE 5

ADDRESSEES

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

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SCHEDULE 6

POWERS OF ATTORNEY

(a) A copy of the power of attorney made by CSI HK on 19 October 2012 appointing Graeme Richard Hart, Bryce McCheyne Murray, Helen Dorothy Golding, Allen Philip Hugli, Gregory Alan Cole, Mark Dunkley, Cindi Lefari, Philip John Presnell West, Thomas James Degnan, Robert Bailey, Stephen David Pardy, Prudence Louise Wyllie, Chiara Francesca Brophy, Karen Michelle Mower and Jennie Blizard, each as attorneys for CSI HK; and

(b) a copy of the power of attorney made by SIG Combibloc on 20 October 2012 appointing Graeme Richard Hart, Bryce McCheyne Murray, Helen Dorothy Golding, Allen Philip Hugli, Gregory Alan Cole, Mark Dunkley, Cindi Lefari, Philip John Presnell West, Thomas James Degnan, Robert Bailey, Stephen David Pardy, Prudence Louise Wyllie, Chiara Francesca Brophy, Karen Michelle Mower and Jennie Blizard, each as attorneys for SIG Combibloc;

together, the Powers of Attorney and each a Power of Attorney.

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EX-5.16

EXHIBIT 5.16

[Letterhead of Oppenheim Ügyvédi Iroda]

To:

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of

Luxembourg

and CSI Hungary Manufacturing and

Trading Limited Liability Company

H-8000 Székesfehérvár,

Berényi út 72-100., Hungary

19 December 2012

Re: Registration Statement on Form F-4

Dear Sirs,

1. INTRODUCTION

We acted as Hungarian legal advisers to Reynolds Group Holdings Limited, CSI Hungary Manufacturing and Trading Limited Liability Company (seat: H-8000 Székesfehérvár, Berényi út 72-100., Hungary; registration number: 07-09-013757) (the Company) in connection with the following agreements:

(a) the Senior Secured Notes Indenture, dated as of 28 September 2012, relating to the US $3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the Indenture) included as Exhibit 4.6.41 to the Registration Statement (File No. 333-185285); and

(b) the New York law governed Supplemental Indenture to the Indenture, dated as of 7 November 2012, among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal

paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Senior Secured Note Guarantors (as defined in the Indenture) (the Supplemental Indenture),

(the Indenture and the Supplemental Indenture are collectively the Agreements).

We were requested to deliver this opinion by Reynolds Group Holdings Limited.

2. SCOPE OF OPINION

This opinion:

(a) relates solely to Hungarian law in full force and effect on the date of this opinion;

(b) is given on the basis that it will be governed by and it will be construed in accordance with Hungarian law; and

(c) relates solely to matters of law.

3. DOCUMENTS

For the purposes of this opinion, we examined and relied upon:

(a) pdf copies of the Agreements;

(b) an executed original of the deed of foundation of the Company dated 31 December 2011 (the Deed of Foundation);

(c) a pdf copy of the resolution of Closure Systems International B.V. as sole member of the Company dated 31 August 2012;

(d) a pdf copy of the officer’s certificate of the Company dated 7 November 2012 (the Officer’s Certificate); and

(e) an on-line registry extract of the Company dated 7 November 2012 (the Registry Extract)

the documents listed from (a) to (e) above are collectively referred to as the Documents.

4. ASSUMPTIONS

For the purpose of this opinion, we have made the following assumptions:

(a) all signatures, seals and markings on the Documents are authentic and that copy and counterpart documents examined by us are authentic, up-to-date, complete and conform to the originals;

(b) that each party to the Documents (other than the Company):

(i) has the capacity to enter into, and perform its obligations under the Agreements;

(ii) has authorised its entry into and its performance of, and has duly executed the Agreements;

2

(iii) is duly incorporated in accordance with the laws of the jurisdiction of its incorporation; and

(iv) is not subject to any insolvency, bankruptcy, liquidation, winding-up or analogous proceeding initiated in any jurisdiction;

and that the Agreements constitute the valid, binding and enforceable obligations of each such party;

(c) that, in so far as any obligation under the Agreements is to be performed in any jurisdiction outside Hungary, its performance will be legal and enforceable in that jurisdiction;

(d) that any law, other than the laws of the Republic of Hungary, which may apply to the Documents or the transactions contemplated by them would not be such as to affect any conclusion stated in this opinion;

(e) that the information contained in the Officer’s Certificate, including without limitation the Registry Extract attached thereto, is complete, accurate and up-to-date;

(f) that there are no contractual or other similar limitations binding on the Company, and other parties to the Documents, other than those in the Documents which would affect the conclusion of this opinion;

(g) that no borrowing limit or any other restriction whether arising from contract or from law (other than Hungarian law) or otherwise, applicable to the Company, and other parties to the Agreements, is violated by such companies by entering into and/or their performance of the Agreements;

(h) that the persons executing the Documents have the legal capacity to execute such Documents and that any power of attorney used for the execution of the Agreements validly conferred to the respective persons, who have executed any of the Agreements on behalf of the respective companies, the power to validly represent the respective party which has issued the respective power of attorney and that none of the powers of attorney or sub-powers of attorney used for such purpose has been revoked prior to the execution of the Agreements;

(i) there is no corporate or internal resolution or decision not revealed to us in which any bodies of any of the Company would have drawn the competence of the management into their competence, or inducing a decision making process differing from that regulated under the Act IV of 2006 on business associations;

(j) no party to the Agreements has engaged or will engage in misleading or unconscionable conduct in particular with a view to inducing another party to enter into the Agreements or is or will be involved in or a party to any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the Documents which might render the Documents or any relevant transaction or associated activity in breach of law, void or voidable; and

(k) there is no reason under which any liquidator may challenge the Agreements pursuant to Section 40 of Act IL of 1991 on bankruptcy and liquidation proceedings.

We have not taken steps to verify these assumptions. It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to herein or that no material facts have been omitted therefrom.

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5. OPINION

Based on the Documents and the assumptions set out in clause 4 above and the qualifications set out in clause 6 below and subject to any matters not disclosed to us, we are of the opinion that:

(a) The Company is a company incorporated and existing under the laws of Hungary in the form of a limited liability company (in Hungarian: korlátolt felelősségű társaság);

(b) the Company has the corporate power and authority to execute and enter into the Agreements;

(c) all authorisations under Hungarian law required or obtainable at the date of the Agreements in connection with the execution of the Supplemental Indenture by the Company have been obtained or effected respectively;

(d) the execution of the Supplemental Indenture by the Company and performance of its obligations under the Supplemental Indenture does not conflict with its Deed of Foundation; and

(e) the Company has duly executed the Supplemental Indenture.

6. QUALIFICATIONS

This opinion is subject to the following qualifications:

(a) in this opinion Hungarian law concepts are expressed in English terms and not in their original Hungarian terms. The concepts concerned may not be identical to the concepts described by the same English language terms, as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising thereunder will be governed by Hungarian law and be brought before a Hungarian court;

(b) we express no opinion in any stamp duty, tax or similar matters. This opinion is not to be interpreted to express on the liability of any person for tax or stamp duty or any other issue relating to taxation or stamp duty in Hungary or elsewhere;

(c) this opinion is not to be interpreted to verify the truth, accuracy, validity, sufficiency or enforceability of the body or any schedule, appendix or annex of any of the Documents;

(d) we have relied as to certain matters of fact on certificates of the officers of the Company, however we express no opinion as to matters of fact and assume that there are no facts which have not been disclosed to us which would affect the conclusions in this opinion;

(e) this opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors; and

(f) insofar as our opinion relates to the performance of the Agreements, these opinions do not extend to the performance of obligations under other documents referred to in the Agreements.

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7. RELIANCE

This opinion is addressed to addressees specified above and to the representative of the Purchaser(s) (as defined in the Agreements). We understand that you will rely as to matters of Hungarian law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (Debevoise) will rely as to matters of Hungarian law, as applicable, upon this opinion in connection with an opinion to be rendered by it (on the date hereof) relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Hungarian law, as applicable, upon this opinion.

8. CONSENT

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

This opinion is to be governed by and construed in accordance with the laws of Hungary. The competent Hungarian courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this opinion.

Yours faithfully,

/s/ Oppenheim Ügyvédi Iroda

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EX-5.17

Exhibit 5.17

Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand   Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904   Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904   Reynolds Group Issuer (Luxembourg) S.A. 6C Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg   Closure Systems International Japan, Limited 1-2-8, Toranomon, Minato-ku, Tokyo, Japan   Closure Systems International Holdings (Japan) KK 1-2-8, Toranomon, Minato-ku, Tokyo, Japan             T + Direct T + F + Direct F + E    W                  DOC ID   OUR REF   YOUR REF   TOKYO Akasaka Biz Tower 36F 5-3-1 Akasaka Minato-ku Tokyo 107-6336 81 3 3584 8500 81 3 3584 8332 81 3 3584 8501 81 3 3584 8501 takeshi.nakao@freshfields.com freshfields.com     TOK434948 TN/SK/AO 156229-0008

19 December 2012

Dear Sirs and Madams,

REGISTRATION STATEMENT ON FORM F-4

Introduction

1. You have asked us to provide an opinion to the addressees in connection with the exchange offer registration statement on From F-4 (the Registration Statement) in relation to the notes governed by the Transaction Documents (defined below) of Reynolds Group Holdings Limited (RGHL).

2. For such purpose we have examined the following documents (the Documents):

(a) the Senior Secured Notes Indenture, dated as of September 28, 2012, relating to US $3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 (the September 2012 Senior Secured Notes) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon, as trustee, principal

paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the September 2012 Senior Secured Notes Indenture);

(b) the First Supplemental Indenture to the September 2012 Senior Secured Notes Indenture, dated as of November 7, 2012, among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Senior Secured Note Guarantors (as defined in the September 2012 Senior Secured Notes Indenture) (the First Supplemental Indenture);

(c) certified commercial registration record (genzaijiko zenbu shoumeisho) of Closure Systems International Holdings (Japan) KK (CSIH) dated 24 October 2012 (the CSIH Commercial Registration);

(d) certified commercial registration record (genzaijiko zenbu shoumeisho) of Closure Systems International Japan, Limited (CSIJ) dated 5 October 2012 (the CSIJ Commercial Registration);

(e) a certified copy of the articles of incorporation of CSIH, dated 25 October 2012 (collectively, the CSIH Articles of Incorporation);

(f) a certified copy of the articles of incorporation of CSIJ dated 25 October 2012 (collectively, the CSIJ Articles of Incorporation);

(g) written resolutions by the directors of CSIH dated 17 October 2012 (the Director’s Resolutions); and

(h) the minutes of a meeting of the board of directors of CSIJ held on 17 October 2012 (the Board Minutes)

and relied upon the statements as to factual matters contained in or made pursuant to each of the above-mentioned Documents. The Documents listed above in paragraphs (a) and (b)are referred to in this opinion as the Transaction Documents.

This opinion is confined to matters of Japanese law as at the date of this opinion. Accordingly, we express and you should infer no opinion with regards to any system of law other than the laws of Japan. We also express no opinion on tax. This opinion is to be governed by and construed in accordance with Japanese law as at the date of this opinion.

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Assumptions

3. In considering the Documents referred to above and in rendering this opinion we have without any enquiry or investigation assumed:

(a) the genuineness of all signatures, seals and markings on, and the authenticity and completeness of, all documents submitted to us, whether as originals or copies;

(b) that all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies, email conformed copies or any other copies (whether certified or not) are true and complete copies of the originals;

(c) that the information revealed by the CSIH Commercial Registration and the CSIJ Commercial Registration was complete and accurate in all respects and has not been altered since the date it was obtained;

(d) that the CSIH Commercial Registration and the CSIJ Commercial Registration did not fail for any reason to disclose any information which had been delivered for registration or filing, but which did not appear in the CSIH Commercial Registration and the CSIJ Commercial Registration provided to us;

(e) that the CSIH Articles of Incorporation have not been amended or rescinded since the date they were obtained;

(f) that the CSIJ Articles of Incorporation have not been amended or rescinded since the date they were obtained;

(g) the lack of bad faith and absence of fraud, coercion, duress or undue influence on the part of any of the parties to the Transaction Documents, their respective directors, employees, agents and advisers;

(h) that any of the directors of CSIH in authorising execution of, and executing and delivering, the Transaction Documents has acted in accordance with their fiduciary duties;

(i) that any of the directors of CSIJ in authorising execution of, and executing and delivering, the Transaction Documents has acted in accordance with their fiduciary duties;

(j) that each of the directors of CSIH named in the Director’s Resolutions duly approved the resolutions set out therein and that such resolutions have not been amended or rescinded and are in full force and effect;

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(k) that the representative director of CSIJ duly sent proposals in relation to the resolutions set out in the Board Minutes to all directors of CSIJ and that all such directors consented to such proposals and that such resolutions have not been amended or rescinded and are in full force and effect; and

(l) that on or after the date of execution of each Transaction Document, none of the Transaction Documents been altered or rescinded in any way that would affect our opinion as set out in 4 below.

Opinion

4. Based on and subject to the foregoing, subject further to the qualifications and limitations hereinafter set forth below and having regard to considerations of Japanese law in force as at the date of this opinion, we are of the opinion that:

(a) CSIH has been duly organized and is validly existing as a kabushiki-kaisha under the laws of Japan;

(b) CSIJ has been duly organized and is validly existing as a kabushiki-kaisha under the laws of Japan;

(c) CSIH has full corporate power and authority to execute, deliver and perform its obligations under the First Supplemental Indenture and duly authorised, executed and delivered the First Supplemental Indenture; and

(d) CSIJ has full corporate power and authority to execute, deliver and perform its obligations under the First Supplemental Indenture and duly authorised, executed and delivered the First Supplemental Indenture.

Observations

5. We should also like to make the following observations:

(a) it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts including statements of foreign law, or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to herein, or that no material facts have been omitted therefrom; and

(b) other than as expressly provided herein, we have not considered the particular circumstances of any of the parties to the Transaction Documents nor the effect of any such particular circumstances on any of the Transaction Documents or the effect of the Transaction on any such particular circumstances.

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Benefit of Opinion

6. This opinion is addressed to you in connection with the Transaction Documents. In addition, Debevoise & Plimpton LLP may rely upon our opinion with respect to all matters of Japanese law in connection with an opinion to be rendered by it.

Consents

7. Notwithstanding Paragraph 6, we consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus in connection with the Transaction Documents. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer

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EX-5.18

EXHIBIT 5.18

[Letterhead of Loyens & Loeff Avocats à la Cour]

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140

New Zealand

and the addresess listed in Schedule 1 of this legal opinion (the Opinion)

(the Addressees)

December 19, 2012

Dear Sirs,

Form F-4 Registration Statement (the Registration Statement) under the Securities Act of 1933 (the Act) – 5.750% senior secured notes due 2020 (the Notes)

1 Introduction

We have acted as Luxembourg counsel for (i) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg public limited liability company (société anonyme) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS) under number B 148.957 (Lux Issuer), (ii) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg public limited liability company (société anonyme) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B 128.592 (BPH I), (iii) Beverage Packaging Holdings (Luxembourg) III S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B 128.135 (BPH III), (iv) Evergreen Packaging (Luxembourg) S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B 152662 (Evergreen), (v) Beverage Packaging Holdings (Luxembourg) IV S. à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B165.957 (BPH IV) and (vi) Beverage Packaging Holdings

(Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, in the process of registration with the RCS (BPH V and, together with Lux Issuer, BPH I, BPH III, Evergreen and BPH IV, the Companies and, individually, a Company) in connection with the entry by the Companies into the Transaction Documents (as defined below).

2 Scope of Inquiry

2.1 For the purpose of this Opinion, we have examined a copy of the documents listed as Schedule 2 of this Opinion (the Transaction Documents).

A reference to the Transaction Documents made in respect of a Company is a reference to such Transaction Documents to which such Company is a party.

2.2 We have also examined a copy of the corporate documents listed in Schedule 3 attached hereto.

3 Assumptions

We have assumed the following:

3.1 the genuineness of all signatures, stamps and seals of the persons purported to have signed the relevant documents;

3.2 the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies;

3.3 all factual matters and statements relied upon or assumed in this Opinion are and were true and complete on the date of execution of the Transaction Documents (and any documents in connection therewith);

3.4 if the Notes are offered in Luxembourg they will be issued, offered, sold and purchased in the denomination indicated in, and in accordance with the provisions of, the Transaction Documents (in particular in accordance with the selling restrictions set forth in the prospectus contained in the Registration Statement (the Registration Statement Prospectus));

3.5 register(s) of the Notes will be maintained at the registered office of the Lux Issuer;

3.6 the Articles, the Management Resolutions and the Supervisory Resolutions are in full force and effect, have not been amended, rescinded, revoked or declared null and void since the dates referred in Schedule 3;

3.7 the information and statement contained in the Excerpts, the RCS Certificates, the Notary Certificate and the Officer Certificates is true and accurate at the date of this Opinion;

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3.8 each of the parties to the Transaction Documents, other than the Companies (the Other Parties) (i) has a corporate existence and is a company duly incorporated and validly existing under the laws of the jurisdiction of its place of incorporation, registered office and place of central administration or effective management and (ii) has the capacity, power and authority to enter into and execute the Transaction Documents (and any documents in connection therewith) and to perform its obligations thereunder;

3.9 the due compliance with all requirements (including, without limitation, the obtaining of the necessary consents, licences, approvals and authorisations, the making of the necessary filings, registrations and notifications and the payment of stamp duties and other taxes) under any laws (other than Luxembourg law) in connection with the execution and performance of the Transaction Documents (and any documents in connection therewith);

3.10 there are no provisions in the laws of any jurisdiction outside Luxembourg, which would adversely affect, or otherwise have any negative impact on this Opinion;

3.11 all obligations of the Parties under the Transaction Documents are legal, valid, binding upon, and enforceable against the Parties as a matter of all relevant laws (other than Luxembourg law), and in particular, their expressed governing law (other than Luxembourg law);

3.12 all payments and transfers made by, on behalf of, or in favour of, the Companies are made at arm’s length;

3.13 the entry into and the performance by the Companies of the Transaction Documents and the assumption of the obligations under the Notes by Lux Issuer are in the corporate interest of the Companies and Lux Issuer;

3.14 each of the Parties entered into and will perform its obligations under the Transaction Documents in good faith, for the purpose of carrying out its business and without any intention to defraud or deprive of any legal benefit any other party (including third party creditors) or to circumvent any mandatory laws or regulations of any jurisdiction; and

3.15 the absence of any other arrangements or agreements between the Parties, which would modify or supersede the terms of the Transaction Documents.

4 Opinion

Based upon the assumptions made above and subject to the qualifications set out below and any matters not disclosed to us, we are of the following opinion:

4.1 Status

BPH III, Evergreen and BPH IV are private limited liability companies (sociétés à responsabilité limitée), duly incorporated and validly existing under the laws of Luxembourg for an unlimited duration.

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BPH I, BPH V and Lux Issuer are public limited liability companies (sociétés anonymes), duly incorporated and validly existing under the laws of Luxembourg for an unlimited duration.

Based only on the RCS Certificates, no judicial decisions in respect of bankruptcy (faillite), composition with creditors (concordat), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), or the appointment of a temporary administrator (administrateur provisoire) pertaining to the Companies (other than BPH V) have been registered with the RCS as at December 18, 2012.

Based only on the Officer Certificate pertaining to BPH V, BPH V is not, on December 19, 2012, (i) subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) and (ii) in a state of cessation of payments (cessation de payments) and has not lost its commercial creditworthiness (ébranlement de credit).

4.2 Corporate power and authority

The Companies (i) have the corporate power and capacity to enter into, execute the Transaction Documents and to perform the obligations expressed to be assumed by them thereunder, (ii) have taken all corporate action necessary to authorise the execution and performance of the Transaction Documents and (iii) have duly executed the Transaction Documents.

4.3 No conflict with the Articles

The execution and performance by the Companies of the Transaction Documents do not result in any violation of the Articles.

4.4 Qualification to do business

It is not necessary, (i) in order to enable the Trustee or the Purchasers (as defined in the Transaction Documents) to enforce their rights under the Transaction Documents or (ii) by reason of the entry into, execution or performance of the Transaction Documents by the Trustee or the Purchasers, that the Trustee or the Purchasers be licensed or qualified to carry on business in Luxembourg.

5 Qualifications

This Opinion is subject to the following qualifications:

5.1 Our Opinion is subject to all limitations by reasons of bankruptcy (faillite), insolvency, moratorium, controlled management (gestion contrôlée), suspension of payments (sursis de paiement), court ordered liquidation or reorganisation and any similar Luxembourg or foreign proceedings affecting the rights of creditors generally (Insolvency Proceedings).

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5.2 We express no opinion whatsoever in respect of the enforceability of the Transaction Documents.

5.3 Powers of attorney, mandates (mandats) or appointments of agents may terminate by law and without notice upon the occurrence of Insolvency Proceedings and may be revoked despite their being expressed to be irrevocable.

5.4 Our opinion that the Companies are validly existing is based on the Articles, the Excerpts, the Notary Certificate, the Officer Certificates and the RCS Certificates (which confirm in particular that no judicial decisions in respect of bankruptcy (faillite), composition with creditors (concordat), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), or the appointment of a temporary administrator (administrateur provisoire) pertaining to the Companies (other than BPH V) have been registered with the RCS). The Articles, the Excerpts, the Notary Certificate, the Officer Certificates and the RCS Certificates are, however, not capable of revealing conclusively whether or not a winding-up or administration petition or order has been presented or made, a receiver appointed, an arrangement with creditors proposed or approved or any other Insolvency Proceedings commenced.

5.5 The fact that BPH V does not appear to have been registered with the RCS does not affect its existence, legal personality and capacity (save for the capacity to sue).The instrumenting Notary is legally required to register BPH V with the RCS.

5.6 Corporate documents may not be available at the RCS and the clerk’s office of the Luxembourg district court forthwith upon their execution and filing and there may be a delay in the filing and publication of the documents or notices related thereto.

5.7 The registration of the Transaction Documents and the Notes (and any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in Luxembourg may be required in the case of legal proceedings before Luxembourg courts or in the case that the Transaction Documents and the Notes (and any document in connection therewith) must be produced before an official Luxembourg authority (autorité constituée). A nominal registration duty or an ad valorem duty may be payable, depending on the nature of the document to be registered. The Luxembourg courts or the official Luxembourg authority may require that the Transaction Documents and the Notes (and any document in connection therewith) and any judgment obtained in a foreign court be translated into French or German.

5.8 We express no opinion as to tax laws or regulations or the tax consequences of the transactions contemplated by the Transaction Documents. No opinion is given as to whether the performance of the Transaction Documents (or any documents in connection therewith) would cause any debt/equity ratios possibly agreed with the Luxembourg tax authorities to be exceeded or as to the consequences thereof.

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5.9 Except for the opinions expressed herein, no opinion is given in relation to the accuracy of any representation or warranty given by, or concerning, any of the Parties, or whether such Parties have complied with any covenant, undertaking, terms or conditions given by or binding upon them.

5.10 Luxembourg companies which issue debt securities or derivative instruments in order to finance the activities of their affiliated companies have to comply with the reporting obligations laid down in the Regulation of the “Banque Centrale du Luxembourg” 2011/No.8 of April 29, 2011.

6 Miscellaneous

6.1 This Opinion is as of this date and is given on the basis of the laws of Luxembourg in effect and as published, construed and applied by the Luxembourg courts, as of such date. We undertake no obligation to update it or to advise of any changes in such laws or their construction or application after the date of effectiveness of the Registration Statement. We express no opinion, nor do we imply any opinion, as to any laws other than the laws of Luxembourg.

6.2 This Opinion is strictly limited to the Transaction Documents and the matters expressly set forth therein. No other opinion is, or may be, implied or inferred therefrom.

6.3 Luxembourg legal concepts are expressed in English terms, which may not correspond to the original French or German terms relating thereto. We accept no liability for omissions or inaccuracies attributable to the use of English terms.

6.4 This Opinion is given on the express condition, accepted by each person entitled to rely on it, that this Opinion and all rights, obligations, issues of interpretation and liabilities in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and any actions or claims in relation to it can be brought exclusively before the Luxembourg courts.

6.5 We understand that you will rely as to matters of Luxembourg law, as applicable, upon this Opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (Debevoise) will rely as to matters of Luxembourg law, as applicable, upon this Opinion in connection with an opinion to be rendered by it on the date hereof relating to the Companies. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Luxembourg law, as applicable, upon this Opinion.

6.6 We consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Registration Statement Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

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Yours faithfully,

Loyens & Loeff,

Avocats à la Cour

/s/ Judith Raijmakers	/s/ Vassiliyan Zanev
Judith Raijmakers	Vassiliyan Zanev
Advocaat	Avocat à la Cour

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SCHEDULE 1

List of Addressees

1. Reynolds Group Holdings Limited

Level Nine

148 Quay Street

New Zealand Auckland 1140

2. Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

3. Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

4. the Companies

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SCHEDULE 2

List of Transaction Documents

Documents in respect of the Notes

1. an executed copy of the senior secured notes indenture dated as of September 28, 2012, relating to the Notes among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Lux Issuer, certain Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the Indenture);

2. an executed copy of the first supplemental indenture to the Indenture dated as of November 7, 2012, governed by the laws of the State of New York, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Lux Issuer, BPH I, The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent, Wilmington Trust (London) Limited as additional collateral agent and certain guarantors party thereto (the First Supplemental Indenture); and

3. an executed copy of the second supplemental indenture to the Indenture dated as of December 14, 2012, governed by the laws of the State of New York, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Lux Issuer, BPH I, BPH V, The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch as paying agent, Wilmington Trust (London) Limited as additional collateral agent and certain guarantors party thereto (the Second Supplemental Indenture).

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SCHEDULE 3

List of corporate documents

1. the consolidated text of the articles of association of Lux Issuer, as amended for the last time on November 16, 2010, as drawn up by Maître Henri Hellinckx, Notary in Luxembourg (the Articles 1);

2. the consolidated text of the articles of association of BPH I, as amended for the last time on July 25, 2007, as drawn up by Maître Joseph Elvinger, Notary in Luxembourg (the Articles 2);

3. the consolidated text of the articles of association of BPH III, as amended for the last time on May 8, 2007, as drawn up by Maître Henri Hellinckx, Notary in Luxembourg (the Articles 3);

4. the articles of association of Evergreen, as enacted in the notarial deed of incorporation dated April 15, 2010 drawn up by Maître Henri Hellinckx, Notary in Luxembourg (the Articles 4);

5. the consolidated text of the articles of association of BPH IV, as enacted in the notarial deed dated October 30, 2012 drawn up by Maître Henri Hellinckx, Notary in Luxembourg (the Articles 5);

6. the articles of association of BPH V, as enacted in the notarial deed of incorporation dated December 11, 2012, drawn up by Maître Henri Hellinckx, Notary in Luxembourg (the Articles 6 and, together with the Articles 1, the Articles 2, the Articles 3, the Articles 4 and the Articles 5, the Articles);

7. the circular resolutions of the board of directors of Lux Issuer dated September 3, 2012 and December 13, 2012 (together the Management Resolutions 1);

8. the circular resolutions of the board of management of BPH I dated September 3, 2012 and December 13, 2012 (together the Management Resolutions 2);

9. the circular resolutions of the board of managers of BPH III dated September 24, 2012 (the Management Resolutions 3);

10. the circular resolutions of the board of managers of Evergreen dated October 17, 2012 (the Management Resolutions 4);

11. the circular resolutions of the board of managers of BPH IV dated October 17, 2012 (the Management Resolutions 5);

12. the circular resolutions of the board of management of BPH V dated December 13, 2012 (the Management Resolutions 6 and, together with the Management Resolutions 1, the Management Resolutions 2, the Management Resolutions 3, the Management Resolutions 4 and the Management Resolutions 5, the Management Resolutions);

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13. the circular resolutions of the supervisory board of BPH I dated September 3, 2012 and December 13, 2012 (together the Supervisory Resolutions 1);

14. the circular resolutions of the supervisory board of BPH V dated December 13, 2012 (the Supervisory Resolutions 2 and, together with the Supervisory Resolutions 1, the Supervisory Resolutions);

15. a certificate delivered by Maître Henri Hellinckx, Notary in Luxembourg, in respect of BPH V dated December 19, 2012 (the Notary Certificate);

16. officer certificates pertaining to each of the Companies dated December 19, 2012 (the Officer Certificates);

17. the excerpts pertaining to the Companies (other than BPH V) delivered by the RCS, dated December 19, 2012 (the Excerpts); and

18. the certificates of absence of judicial decisions (certificats de non-inscription d’une décision judiciaire) pertaining to the Companies (other than BPH V), delivered by the RCS, dated December 19, 2012 with respect to the situation of the Companies (other than BPH V) as at December 18, 2012 (the RCS Certificates).

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EX-5.19

EXHIBIT 5.19

[Letterhead of Borda Y Quintana, S.C.]

December 19, 2012.

Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand	Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904
Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904	Reynolds Group Issuer (Luxembourg) S.A. 6C Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg
The Mexican Companies (as defined below)

                                                 Re: Registration Statement on Form F-4

Ladies and Gentlemen:

We have acted as special Mexican counsel to Bienes Industriales del Norte, S.A. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Evergreen Packaging México, S. de R.L. de C.V., Grupo CSI de México, S. de R.L. de C.V., Reynolds Metals Company de México, S. de R.L. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., Pactiv Foodservice México, S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V. and Pactiv México, S. de R.L. de C.V., (collectively, the “Mexican Companies”) in connection with the first senior secured notes supplemental indenture dated as of November 7, 2012 (the “Supplemental Indenture”) to the 5.750% senior secured notes due 2020 indenture dated as of September 28, 2012 (the “Indenture” and, together with the Supplemental Indenture, the “Transaction Documents”), among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Additional Senior Secured Note Guarantors (as defined therein).

In rendering the opinions set forth below, we have examined the following documents:

a. the Transaction Documents;

b. the articles of incorporation (actas constitutivas) and current by-laws (estatutos sociales) of each of the Mexican Companies;

c. the notarial instruments containing the notarized resolutions adopted by the partners/shareholders of the Mexican Companies pursuant to which they resolved, inter alia, generally to (i) approve and authorize the transactions contemplated by the

BORDA Y QUINTANA, S.C.

Reynolds Group Holdings Limited

December 19, 2012.

Re: Sept. 2012 Notes, Registration Statement

Page 2

Transaction Documents, including any other additional or ancillary agreements, amendments or documents which arise out of or are related to or may be required under the transactions contemplated by the Transaction Documents, and (ii) grant a special power of attorney for the negotiation and agreement of the terms of the transactions contemplated by the Transaction Documents and the negotiation, agreement, making, approval, execution and delivery of any other additional or ancillary agreements, amendments or documents which arise out of or are related to or may be required thereunder;

d. such other documents relating to the Mexican Companies, as we have deemed necessary as a basis for the opinions hereinafter expressed.

In rendering our opinions expressed below, we have assumed (i) the genuineness of all signatures on all documents submitted to us, whether as originals or copies, (ii) the authenticity and completeness of documents, corporate records, certificates and other instruments submitted to us as originals, (iii) the full conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies; and (iv) the obligations of each of the Mexican Companies under the Transaction Documents to which such Mexican Company is a party are legal, valid, binding and enforceable under the laws governing each Transaction Document. As to all questions of fact material to this opinion, we have relied (without independent investigation) upon the representations and warranties of said entities contained in the Transaction Documents and/or such other documents available to us relating thereto. The words “our knowledge” and “known to us” mean that, in the course of our representation of the Mexican Companies in matters with respect to which we have been engaged by them as counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete.

Based on and subject to the foregoing and to the further assumptions, qualifications, exceptions and limitations set forth below, we are of the opinion that:

1. Each of the Mexican Companies is a sociedad mercantil, duly incorporated and validly existing under the laws of Mexico.

2. Each of the Mexican Companies has the capacity and corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents to which such Mexican Company is a party.

3. Each of the Mexican Companies has duly authorized, executed and delivered the Supplemental Indenture.

BORDA Y QUINTANA, S.C.

Reynolds Group Holdings Limited

December 19, 2012.

Re: Sept. 2012 Notes, Registration Statement

Page 3

4. The entry into and performance by each Mexican Company of the Transaction Documents to which such Mexican Company is a party do not violate or conflict with (i) the current by-laws (estatutos sociales) of such Mexican Company, or (ii) any laws, regulations or governmental orders of Mexico.

5. No additional authorizations, consents, licenses or approvals are required for the entry into and performance by each Mexican Company of the Transaction Documents to which such Mexican Company is a party.

6. No authorization or approval of, or filing or registration with, any governmental authority of Mexico, is required to be made or obtained in connection with the execution, delivery and performance of the Transaction Documents by each Mexican Company to which such Mexican Company is a party.

We express no opinion with regard to any law other than the laws of Mexico.

This opinion is to be governed and construed under the laws of Mexico and is limited to and is given on the basis of the current law and practice in Mexico. This opinion cannot be deemed as our submission, implied or otherwise, to any laws, statutes, rules or regulations in effect in any jurisdiction other than Mexico or to any governmental or judicial authority of any jurisdiction other than Mexico. Our opinion is limited to the matters expressly set forth herein and to the laws and facts known to us, and no opinion is to be imposed or inferred beyond the matters expressly so stated.

We understand that you will rely as to matters of Mexican law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Mexican law, as applicable, upon this opinion in connection with an opinion to be rendered by it relating to the Mexican Companies. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Mexican law, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the corresponding prospectus relating to such Transaction Documents.

BORDA Y QUINTANA, S.C.

Reynolds Group Holdings Limited

December 19, 2012.

Re: Sept. 2012 Notes, Registration Statement

Page 4

This opinion is rendered to you and for your benefit in connection with the Transaction Documents.

Very truly yours,

Borda y Quintana, S.C.

Partner

/s/ Borda y Quitana, S.C.

EX-5.20

EXHIBIT 5.20

[Letterhead of Freshfields Bruckhaus Deringer LLP]

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

and the Guarantors listed on Schedule 1 attached hereto

19 December 2012

Dear Sirs,

F-4 REGISTRATION STATEMENT

INTRODUCTION

1. We have acted as special counsel to Closure Systems International B.V., Evergreen Packaging International B.V., Reynolds Consumer Products International B.V. and Reynolds Packaging International B.V. (together the Companies) with respect to certain matters of Netherlands law in connection with the filing of an F-4 Registration Statement (File No. 333-185285) with the U.S. Securities and Exchange Commission (the Registration Statement).

We are providing this opinion to you at the request of the Companies. We have not advised you or any other person on the content of any of the Opinion Documents (as defined in the Schedule hereto) or assisted you or any other person in any way in relation to the negotiation of the Opinion Documents or the transactions contemplated thereby. The provision of this opinion is not to be taken to imply that we owe any duty of care to any person other than our clients in relation to the Opinion Documents and the transactions contemplated thereby, other than our duty of care to you which is solely in relation to the contents of this opinion, or to preclude us advising or acting on behalf of our clients in connection with any matter arising in relation to the Opinion Documents.

2. In rendering the opinions set out below we have examined the Documents listed in Schedule 2 hereto (the Schedule).

3. Words and expressions defined in the (as defined in the Schedule) shall, unless the context otherwise requires, bear the same respective meaning when used in this opinion.

4. This opinion letter (and any issues of interpretation or liability) is governed by, and construed in accordance with, the laws of the Netherlands.

LIMITATIONS

5. This opinion is subject to the following limitations:

(a) This opinion is confined to the laws with general applicability (wettelijke regels met algemene gelding) of the Netherlands and, insofar as they are directly applicable in the Netherlands, the European Union, all as they stand as at the date hereof and as such laws are currently interpreted in published authoritative case law of the courts of the Netherlands (Netherlands law); accordingly, we express no opinion with regard to any other system of law (including the law of jurisdictions other than the Netherlands in which our firm has an office), even in cases where, in accordance with Netherlands law, any foreign law should be applied; furthermore, we do not express any opinion on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (except as otherwise stated above).

(b) We express no opinion on any taxation, anti-trust, competition, data protection or insider trading laws of any jurisdiction (including the Netherlands).

(c) We express no opinion that the future or continued performance of a party’s obligations or the consummation of the transactions contemplated by the Opinion Documents will not contravene Netherlands law, its application or interpretation if altered in the future.

(d) We express no opinion as to the correctness of any representation given by any of the parties (express or implied) under or by virtue of the Documents, save if and insofar as the matters represented are the subject matter of a specific opinion herein.

(e) In rendering this opinion we have examined the Documents listed in the Schedule and we have conducted such investigations of Netherlands law as we have deemed necessary or advisable for the purpose of giving this opinion letter; as to matters of fact we have relied on the Documents listed in the Schedule and any other document we have deemed relevant, and on statements or certificates of public officials.

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(f) We have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any documents, or for verifying that no material facts or provisions have been omitted therefrom; nor have we verified the accuracy of any assumption made in this opinion letter.

(g) Netherlands legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions.

(h) This opinion speaks as of the date of the filing of the Registration Statement; no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect.

(i) The opinions expressed in this opinion letter have no bearing on declarations made, opinions expressed or statements of a similar nature made by any of the parties in the Opinion Documents.

(j) All references in this opinion letter to the Netherlands and Netherlands law are to the European part of the Netherlands and its law, respectively, only.

ASSUMPTIONS

6. In rendering this opinion we have assumed that:

(a) all documents reviewed by us and submitted to us as originals are true, complete and authentic; all documents reviewed by us and submitted to us as facsimile or photocopy are in conformity with the originals and such originals are true, complete and authentic; and the signatures on all such documents are genuine;

(b) at the time when any Corporate Document was signed, each person (other than the Companies) who is a party to or signatory of that Corporate Document, as applicable (i) had been validly incorporated, was validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) had all requisite power, authority and legal capacity to sign that Corporate Document and to perform all juridical acts (rechtshandelingen) and other actions contemplated thereby and (iii) has validly signed that Corporate Document;

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(c) none of the Companies (i) has been declared bankrupt (failliet verklaard), (ii) has been granted a suspension of payments (surseance van betaling), (iii) has become subject to any of the other insolvency proceedings (together with the proceedings in paragraph ( 6)(c)(i) and (6)(c)(ii) referred to as the Insolvency Proceedings) referred to in Article 1(1) of Council Regulation (EC) no. 1346/2000 of 29 May 2000 on Insolvency Procedures (the Insolvency Regulation), (iv) has been dissolved (ontbonden), (v) has ceased to exist pursuant to a legal merger or demerger (juridische fusie of splitsing), and (vi) no order for the administration (bewind) of the assets of any of the Companies has been made; these assumptions are supported by (i) our enquiries today with the Commercial Register, the online EU Insolvency register (EU Insolventieregister) and the court in Amsterdam and (ii) the Certificate, which have not revealed any information that any such event has occurred with respect to the Companies; however, such enquiries and certifications are not conclusive evidence that no such events have occurred;

(d) each of the Companies has complied with its obligations under the Netherlands Works Council Act (wet op de ondernemingsraden) with respect to the transactions contemplated by the Opinion Documents;

(e) the information set forth in the Extracts is accurate and complete on the date hereof;

(f) the Resolutions have not been revoked (ingetrokken) or amended and have not been and will not be declared null and void by a competent court and the powers of attorney granted in the Board Resolutions have not been, and will not be, amended, revoked (ingetrokken), terminated or declared null and void by a competent court and the statements and confirmations set out in the Resolutions are true and correct;

(g) none of the signatories to the Opinion Documents (in whatever capacity) has a conflict of interest (tegenstrijdig belang) with any of the Companies in relation to the transactions contemplated by the Opinion Documents;

(h) the entering into the Opinion Documents and the transactions contemplated thereby are in the corporate interest (vennootschappelijk belang) of each of the Companies;

(i) the Indenture and the First Supplemental Indenture have since the date of their execution not been amended, rescinded or terminated by any of the parties thereto;

(j) each of the parties to any of the Opinion Documents (other than the Companies) (i) has been validly incorporated, is validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) has the power, capacity and authority to enter into, execute and deliver the Opinion Documents to which it is a party and to exercise its rights and perform its obligations thereunder, (iii) has duly authorised and validly executed and, to the extent relevant, delivered the Indenture to which it is a party; and

(k) the Opinion Documents properly represent the intentions (wil) of the parties thereto formed free of error, fraud, duress or abuse of circumstances.

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OPINION

7. On the basis of, and subject to, the foregoing and the matters set out in paragraphs 6 and 8 and any factual matters, documents or events not disclosed to us, we are of the opinion that as at the date hereof:

Status

(a) Each of the Companies has been validly incorporated and is existing as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under Netherlands law.

(b) Each of the Companies has the necessary corporate power to enter into the Opinion Documents and to perform its obligations thereunder.

(c) The execution by each of the Companies of the Opinion Documents to which it is a party and the performance by the relevant Company of its obligations thereunder (when executed) have been authorised by all corporate action required to be taken by the relevant Company under Netherlands corporate law and its respective Articles of Association.

(d) The First Supplemental Indenture has been validly executed on behalf of each Company in accordance with Netherlands law.

QUALIFICATIONS

8. Our opinion is subject to the following qualifications:

(a) the opinion and other statements expressed herein relating to the Opinion Documents are subject to the qualification that as Dutch lawyers we are not qualified or able to assess the true meaning and purport under applicable law (other than Netherlands law) of the terms of the Opinion Documents and the obligations thereunder of the parties thereto, and we have made no investigation of such meaning and purport; our review of the Opinion Documents and any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of such documents as they appear to us on the basis of such review and only in respect of any involvement of Netherlands law;

5|11

(b) our opinion is subject to and limited by the provisions of any applicable bankruptcy, insolvency, moratorium, suspension of payments, emergency and other similar rules and laws of general application relating to or affecting generally the enforcement of creditors’ rights and remedies from time to time in effect; no opinion is given or implied herein that if Insolvency Proceedings would be opened with respect to any of the Companies, such Insolvency Proceedings would be opened in the Netherlands or be governed by Netherlands law; no opinion is given or implied herein on the effects of any foreign laws that may apply in such Insolvency Proceedings pursuant to the Insolvency Regulation or otherwise; and

(c) a power of attorney (volmacht) or mandate (lastgeving) (i) can under Netherlands law only be made irrevocable to the extent its object is the performance of juridical acts (rechtshandelingen) in the interest of the representative appointed thereby or of a third party (and subject to the power of the court to amend or disapply the provisions by which it is made irrevocable for serious reasons (gewichtige redenen) and (ii) will terminate or become ineffective upon Insolvency Proceedings being opened under Netherlands law with respect to the issuer thereof (irrespective of the law applicable to the power of attorney).

BENEFIT OF OPINION

9. We understand that you will rely as to matters of Netherlands law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (Debevoise) will rely as to matters of Netherlands law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date the Registration Statement is filed hereof relating to the Companies. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Netherlands law, as applicable, upon this opinion.

10. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

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Yours faithfully,

/s/ Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP

7|11

SCHEDULE 1

Closure Systems International B.V.

Evergreen Packaging International B.V.

Reynolds Consumer Products International B.V.

Reynolds Packaging International B.V.

8|11

SCHEDULE 2

(a) an electronic copy of an extract from the Commercial Register of the Amsterdam Chamber of Commerce (the Commercial Register) dated 19 December 2012 relating to the Closure Systems International BV, and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the CSI Extract);

(b) an electronic copy of an extract from the Commercial Register of the Amsterdam Chamber of Commerce dated 19 December 2012 relating to the Evergreen Packaging International BV, and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the EPI Extract);

(c) an electronic copy of an extract from the Commercial Register of the Amsterdam Chamber of Commerce dated 19 December 2012 relating to the Reynolds Consumer Products International BV, and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the RCPI Extract);

(d) an electronic copy of an extract from the Commercial Register of the Amsterdam Chamber of Commerce dated 19 December 2012 relating to the Reynolds Packaging International BV, and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the RPI Extract);

(e) scanned copy of the deed of incorporation of Closure Systems International BV dated 7 January 2008 (the CSI Deed of Incorporation), which, according to the CSI Extract, includes the current Articles of Association (CSI Articles of Association);

(f) scanned copy of the deed of incorporation of Evergreen Packaging International BV dated 12 April 2001 (the EPI Deed of Incorporation);

(g) scanned copy of the deed of incorporation of Reynolds Consumer Products International BV dated 7 January 2008 (the RCPI Deed of Incorporation), which, according to the RCPI Extract, includes the current Articles of Association (RCPI Articles of Association);

(h) scanned copy of the deed of incorporation of Reynolds Packaging International BV dated 7 January 2008 (the RPI Deed of Incorporation);

(i) scanned copy of the articles of association of the Reynolds Packaging International BV dated 4 December 2012 which, according to the Extract, are the Reynolds Packaging International BV’s articles of association currently in force and effect (the RPI Articles of Association);

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(j) scanned copy of the articles of association of dated Evergreen Packaging International BV dated 1 November 2007 which, according to the EPI Extract, are the Evergreen Packaging International BV’s articles of association currently in force and effect (the EPI Articles of Association);

(k) scanned copy of a certificate signed by Orangefield Trust (Netherlands) B.V. and Gregory Alan Cole, in their capacity as managing director of each of the Companies, dated 19 December 2012, certifying that none of the events set out in paragraph 6(c) has occurred on the date of this opinion letter (the Certificate);

(l) scanned copies of:

(i) the managing board resolutions of Closure Systems International BV dated 3 September 2012 (the CSI Managing Board Resolutions);

(ii) the managing board resolutions of Evergreen Packaging International BV dated 3 September 2012 (the EPI Managing Board Resolutions);

(iii) the managing board resolutions of Reynolds Consumer Products International BV dated 3 September 2012 (the RCPI Managing Board Resolutions);

(iv) the managing board resolutions of Reynolds Packaging International BV dated 3 September 2012 (the RPI Managing Board Resolutions);

(v) the shareholders resolutions of Closure Systems International BV dated 3 September 2012 (the CSI Shareholders Resolutions);

(vi) the shareholders resolutions of Evergreen Packaging International BV dated 3 September 2012 (the EPI Shareholders Resolutions);

(vii) the shareholders resolutions of Reynolds Consumer Products International BV dated 3 September 2012 (the RCPI Shareholders Resolutions);

(viii) the shareholders resolutions of Reynolds Packaging International BV dated 3 September 2012 (the RPI Shareholders Resolutions);

(m) scanned copies of:

(i) the executed indenture dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York Mellon as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch as paying agent and Wilmington Trust (London) Limited as additional collateral agent (the Indenture); and

(ii) the executed First Senior Secured Notes Supplemental Indenture dated as of November 7, 2012 among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent and the Companies (the First Supplemental Indenture).

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The documents referred to above in items (a) to (m) (inclusive) are herein referred to as the Documents; the documents referred to above in items (a) to (d) (inclusive) are herein referred to as the Extracts; the documents referred to above in items (e) to (k) (inclusive) are herein referred to as the Corporate Documents; the documents referred to above in items (e), (g) (i) and (j) are herein referred to as the Articles of Association; the documents referred to above in item (l) are herein referred to as the Resolutions; the documents referred to above in item (l) (i) to (l) (iv) are herein referred to as the Board Resolutions; and the documents referred to above in item (m) are herein referred to as the Opinion Documents.

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EX-5.21

EXHIBIT 5.21

[Letterhead of Bell Gully]

Reynolds Group Holdings Limited	FROM	Murray King
Level Nine	DDI	64 9 916 8971
148 Quay Street	EMAIL	murray.king@bellgully.com
Auckland 1010	MATTER NO.	02-359-3025
New Zealand	DATE	19 December 2012
Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover Delaware 19904 United States of America	Reynolds Group Issuer LLC c/o National Registered Agents, Inc 160 Greentree Drive, Suite 101 Dover Delaware 19904 United States of America
Reynolds Group Issuer (Luxembourg) S.A. 6C Rue Gabriel Lippmann L-5365 Munsbach Grand Duchy of Luxembourg	Whakatane Mill Limited Level Nine 148 Quay Street Auckland 1010 New Zealand

Dear Sirs

Registration Statement on Form F-4

1. Introduction

1.1 We have acted as special New Zealand counsel to Reynolds Group Holdings Limited and Whakatane Mill Limited (the Companies), in connection with the offer to exchange (the Exchange Offer) by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (the Issuers) of US$3,250,000,000 aggregate principal amount of 5.750% Senior Notes due 2020 (the Exchange Notes) which are being registered under the Securities Act, for its existing 5.750% Senior Notes due 2020 (the Old Notes), as described in the Registration Statement on Form F-4 relating to the Exchange Offer (as amended or supplemented, the Registration Statement), initially filed with the United States Securities and Exchange Commission (the Commission) on 5 December 2012.

1.2 The Old Notes were issued, and the Exchange Notes are proposed to be issued, under the indenture dated as of 28 September 2012 (the Indenture), among the Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent as supplemented by the First Senior Secured Notes Supplemental Indenture, dated as of 7 November 2012, among the Issuers the guarantors named therein, The Bank of New York Mellon as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (the Supplemental Indenture).

1.3 For the purposes of this opinion the Indenture and the Supplemental Indenture are each a Document, together, the Documents.

1.4 The terms of the Exchange Notes to be issued are substantially identical to the Old Notes, except for certain transfer restrictions and registration rights relating to the Old Notes. The Old Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed by each of the Subsidiary Guarantors (as defined in the Indenture) on a senior basis.

1.5 The Indenture and the Supplemental Indenture are exhibits to the Registration Statement.

2. Documents

2.1 We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including:

(a) the Indenture and the Supplemental Indenture;

(b) certificates dated 28 September 2012 and 7 November 2012 respectively given by a director of each Company (each, an Officer’s Certificate); and

(c) a copy of the constitution, and certain other filed documents of each Company as disclosed in an online search of the public records of each Company on 13 December 2012 and updated on the date of this opinion.

In rendering such opinion, we have relied as to factual matters upon the representations, warranties and other statements made in the Indenture.

3. Scope of Opinion

This opinion:

(a) relates solely to New Zealand law in force on the date of this opinion;

(b) is given on the basis that it will be construed in accordance with New Zealand law; and

(c) relates solely to matters of law.

4. Assumptions

In our examination, we have assumed, without any independent verification:

(a) the authenticity of all signatures, seals and markings on, and the authenticity, completeness and conformity to the original of, the copy and counterpart documents examined by us;

(b) that each statement of fact in each Officer’s Certificate (other than the paragraph in relation to due execution) is and remains complete and accurate in all respects, and is not misleading; and

(c) that the information obtained from the searches referred to in paragraph 2.1(c) is complete and accurate.

5. Opinion

Based upon the foregoing, and subject to the exceptions, qualifications, limitations and assumptions herein set forth, we are of the opinion that:

(a) each Company is duly incorporated, is validly existing and is a registered company under the Companies Act 1993 of New Zealand;

2

(b) each Company has full power and authority, and all necessary regulatory and statutory consents and approvals to execute and perform its obligations under each Document to which it is a party;

(c) the execution by each Company of, and the performance by each Company of its obligations under, each Document to which it is a party has been duly authorised by all requisite corporate action on the part of each Company;

(d) each Company has duly executed each Document to which it is party in accordance with the Companies Act 1993; and

(e) the execution by each Company of, and performance by each Company of its obligations under each Document to which it is a party and compliance by each Company with all of the provisions thereof, will not result in a breach or violation of:

(i) any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or, any order of any governmental agency or body or any court of New Zealand having jurisdiction over a Company or any of its properties; or

(ii) the constitution of a Company.

6. Reliance and Filing

6.1 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm under the heading “Validity of the Securities” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

6.2 The foregoing opinion is rendered as of the date hereof and we assume no obligation to update such opinion to reflect any facts or circumstances which may come to our attention after the date of effectiveness of the Registration Statement or any change in law which may occur after the date of effectiveness of the Registration Statement.

6.3 This opinion is addressed to you for the purposes of the Exchange Offer and may be relied on by purchasers of the Exchange Notes. Debevoise & Plimpton LLP may rely on this opinion with respect to matters of New Zealand law for the purposes of its opinion filed as an exhibit to the Registration Statement, as if the opinion had been addressed to it.

This opinion is strictly limited to the matters stated in it. It does not apply by implication to other matters.

Yours faithfully

/s/ Bell Gully

Bell Gully

3

EX-5.22

EXHIBIT 5.22

[Letterhead of Pestalozzi Attorneys at Law Ltd]

Persons Listed in Schedule 1 Attached

Hereto (the “Addressees”)

Zurich, December 19, 2012

Registration Statement on Form F-4 – Legal Opinion of Swiss Counsel

Dear Sirs:

We have acted as special legal counsel as to matters of Swiss law to the Swiss SIG entities, namely SIG Combibloc Group AG with registered office in Neuhausen am Rheinfall, Switzerland and its subsidiaries SIG Combibloc Procurement AG, SIG allCap AG, SIG Technology AG, SIG Combibloc (Schweiz) AG and SIG Schweizerische Industrie-Gesellschaft AG (before its name change of June 4, 2012 known as SIG Reinag AG), each with its registered office in Neuhausen am Rheinfall, Switzerland (each a “Company”, and, collectively, the “Companies”) in connection with the registration statement on form F-4 (the “Registration Statement”) relating to the September 2012 Senior Secured Notes (as defined below) being filed by Reynolds Group Holdings Limited (“RGHL”).

We have received instructions from RGHL and on that basis we are delivering this opinion. As to questions of fact material to the opinions expressed herein, we have, without independent investigation, relied upon the indications contained in the Documents (as defined below), and have assumed that, except as expressly opined upon herein, all representations and warranties and other statements or indications made or to be made or given by parties therein with respect to matters of fact are true and accurate.

1. FOREIGN LAW

We have not investigated the laws of any country other than the laws of Switzerland and this opinion is given only with respect to the laws of Switzerland in effect as of the date of this opinion, and no opinion is expressed with respect to any matter which may arise

PESTALOZZI    ATTORNEYS AT LAW	2 / 7
Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

under the laws of any jurisdiction other than Switzerland. This opinion relates only to and should be construed in accordance with Swiss law as the same is in force at the date hereof.

2. DOCUMENTS

For purposes of rendering the opinion expressed herein we have received originals or copies of the following documents and in rendering this opinion, we have reviewed originals or certified, conformed or reproduction copies of the documents listed in lit. (a) to lit. (h) below (the “Documents”):

(a) a certified copy, dated December 14, 2012, of the current articles of incorporation of each of the Companies as filed with the Commercial Register of the Canton of Schaffhausen;

(b) a copy of the organization by-laws of SIG Combibloc Group AG (formerly SIG Holding AG), dated July 7, 2008;

(c) a copy of the organization by-laws of SIG Combibloc Procurement AG, dated November 4, 2009;

(d) a certified extract from the Commercial Register of the Canton of Schaffhausen relating to each of the Companies, dated December 14, 2012 (the “Extracts”);

(e) a copy of the executed resolution of the board of directors of SIG Combibloc Group AG, dated November 1, 2012, and a copy of the executed resolution of the board of directors of each of the other Companies, dated November 5, 2012 (together, the “Board Resolutions”) as well as a copy of the executed power of attorney of each of the Companies;

(f) a copy of the minutes of the extraordinary shareholders’ meeting of each of the Companies held on November 5, 2012 (together, the “Shareholder Resolutions”);

(g) a copy of the senior secured notes indenture dated September 28, 2012 (the “September 2012 Senior Secured Notes Indenture”) in respect of US$3,250,000,000 aggregate principal amount of senior secured notes due 2020 (the “September 2012 Senior Secured Notes” or the “New Secured Notes”) among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A. (together the “Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent (the “Trustee”), The Bank of New York Mellon, London Branch, as paying agent (the “London Trustee”), and Wilmington Trust (London) Limited, as additional collateral agent (the “Additional Collateral Agent”); and

(h) a copy of the executed supplemental indenture to the September 2012 Senior Secured Notes Indenture, dated as of November 7, 2012, among the Issuers, Beverage Packaging Holdings (Luxembourg) I S.A., the Trustee, as trustee, principal paying agent, registrar, transfer agent and collateral agent, the London

PESTALOZZI    ATTORNEYS AT LAW	3 / 7
Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

Trustee, as paying agent, the Additional Collateral Agent, as additional collateral agent, and among others, the Companies as Senior Secured Note Guarantors (as defined in the September 2012 Senior Secured Notes Indenture);

(Documents listed in lit. (a) to lit. (f) above, collectively the “Corporate Documents”, the documents listed in lit. (g) and lit. (h) above, collectively the “Final Transaction Documents”).

3. ASSUMPTIONS

We have assumed with your consent, in considering the above documents and in rendering this opinion and without any further enquiry:

(i) the Corporate Documents are the only documents of each respective Company that govern the organisation and authorisation process of each Company;

(ii) the genuineness and authenticity of all signatures and seals on all Documents;

(iii) that each signature on a Document is the signature of the individual indicated next to such signature, or, where no name is indicated (in print or handwriting) next to a signature, it is assumed that the Document has been signed by authorized signatories;

(iv) the conformity to the original documents and the completeness of all Documents that are submitted to us as facsimile copies or photocopies or as copies by way of electronic transmission and the authenticity and completeness of all original documents where photocopies, faxed copies or copies by way of electronic transmission have been submitted;

(v) the legal capacity (Handlungsfähigkeit) of all natural persons executing any of the Documents;

(vi) that all Documents, including all certificates, dated prior to the date of this opinion letter remain true and accurate on and as of the date hereof, have not been changed, amended or altered as of or prior to the date of this opinion letter, in particular that the Board Resolutions have not lapsed, have not been revoked and that the Board Resolutions are in full force and effect as of the date hereof;

(vii) that each Board Resolution and each Shareholder Resolution respectively is a true record of the proceedings described therein which took place and such Board Resolution and Shareholder Resolution respectively remains in full force and effect without modification;

(viii) the accuracy of all factual information contained in the Documents and that the Documents are all documents executed and delivered by the Companies in connection with the transactions described in the Documents; and

(ix) that no fraud, duress, undue influence, misrepresentation, or material mistake of fact has occurred or is continuing in connection with the transactions contemplated by the Documents.

PESTALOZZI    ATTORNEYS AT LAW	4 / 7
Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

4. OPINION

Based upon the foregoing examination and assumptions and subject to the qualifications and exceptions set forth herein, and further subject to any matters not disclosed to us, it is our opinion so far as the laws of Switzerland are concerned, that:

(1) each of the Companies is a share corporation (Aktiengesellschaft) duly organized and validly existing under the laws of Switzerland; and

(2) each of the Companies has the power and authority to execute and enter into the Final Transaction Documents to which it is a party and such Final Transaction Documents have been duly authorized, executed and delivered by the relevant Company.

5. QUALIFICATIONS

This opinion is subject to the following qualifications:

(i) We are members of the Zurich bar and do not hold ourselves to be experts in any laws other than the laws of Switzerland. As the Final Transaction Documents are governed by foreign law only our understanding of the extent, scope and consequences of the obligations incurred by each of the Companies under the Final Transaction Documents is limited.

(ii) The extracts from the commercial register: (i) do not necessarily reveal whether, as of the date to which they relate, a company has ceased its activities, is being wound-up, has been voided, or has been merged with another, a stay of proceedings has been decided by the court, or a declaration that the company has ceased its payments has been filed, or a petition has been filed or an order made for safeguard procedure, judicial rehabilitation or judicial liquidation, as notice of such matters may not need to be filed, may not have been filed immediately or may not have been entered on the record immediately; (ii) does not contain any information as to whether a composition with creditors is being negotiated or has been entered into, as notice of such matters is not filed with the commercial register; and do not reveal whether insolvency proceedings have been commenced outside of Switzerland.

(iii) In this opinion, Swiss legal concepts are mostly expressed in English terms and not in their original German, French or Italian terms (none of which is controlling). The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon subject to the reservation that any issues of interpretation or liability arising hereunder will be governed by Swiss law.

(iv) Undertakings of a Swiss company which are predominantly for the benefit of its

PESTALOZZI    ATTORNEYS AT LAW	5 / 7
Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

direct or indirect parent or sister companies are subject to the limitation imposed by the general principle that a Swiss company is only bound by acts within its corporate purpose, the protection of its capital (Article 680 of the Swiss Code of Obligations, “CO”) and the prevention of unlawful distributions (Article 678 CO). While it is our belief that the object clauses of the articles of incorporation of each of the Companies and the Swiss limitation languages in the Final Transaction Documents sufficiently takes into account these limitations imposed by mandatory Swiss law, there is no Supreme Court authority at this time which would confirm our understanding.

(v) We offer no opinion as to any tax or custom duties questions (in particular to the tax effects and consequences of the execution and performance of the Final Transaction Documents and payments made thereunder), or as to any commercial, accounting, calculating, auditing or other non-legal matter.

(vi) Our opinion is subject to limitations imposed by bankruptcy, insolvency (incl., but not limited to, Article 725 CO) liquidation or other similar law of general application and equitable principles of general application (including, but not limited to, the abuse of rights (Rechtsmissbrauch) and the principle of good faith (Grundsatz von Treu und Glauben).

(vii) The opinion herein is expressed as of the date hereof with no duty on the part of us to inform you of any subsequent change in fact or law, or both, which would affect its accuracy.

We have not expressed, and hereby disclaim, any opinion with respect to the validity and enforceability of the Final Transaction Documents.

6. CHOICE OF LAW AND RELIANCE

(i) This opinion is governed by and to be construed in accordance with Swiss law. The exclusive place of jurisdiction is Zurich, Switzerland.

(ii) This opinion is for the benefit of the Addressees in connection with the transactions referred to in this opinion letter and is strictly limited to the matters stated herein. It does not extend, and is not to be extended by implication, to any other matter.

(iii) We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (the “Securities Act”) or the rules and regulations of the U.S. Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations promulgated thereunder.

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Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

(iv) Debevoise & Plimpton LLP may for the sole purpose of their exhibit 5 opinion to be provided in connection with the Registration Statement, rely on the opinions set forth under Section 4 (above) of our opinion letter.

Very truly yours,

Pestalozzi Attorneys at Law Ltd

/s/ Pestalozzi Attorneys at Law Ltd

PESTALOZZI    ATTORNEYS AT LAW	7 / 7
Registration Statement on Form F-4 - Legal Opinion of Swiss Counsel

SCHEDULE 1: ADDRESSEES

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

SIG allCap AG

Industrieplatz

8212 Neuhausen am Rheinfall, Switzerland

SIG Combibloc Group AG

Laufengasse 18

8212 Neuhausen am Rheinfall, Switzerland

SIG Combibloc Procurement AG

Laufengasse 18

8212 Neuhausen am Rheinfall, Switzerland

SIG Combibloc (Schweiz) AG

Laufengasse 18

8212 Neuhausen am Rheinfall, Switzerland

SIG Schweizerische Industrie-Gesellschaft AG

(before its name change of June 4, 2012 known as SIG Reinag AG)

Laufengasse 18

8212 Neuhausen am Rheinfall, Switzerland

SIG Technology AG

Laufengasse 18

8212 Neuhausen am Rheinfall, Switzerland

EX-5.23

EXHIBIT 5.23

[Letterhead of Weerawong, Chinnavat & Peangpanor Ltd.]

December 19, 2012

To: Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

To: Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

To: Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

To: Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

To: SIG Combibloc Ltd.

33 Moo 4 Pluakdaeng Sub-District

Pluakdaeng District, Rayong, Thailand

Re: Registration Statement on Form F-4

Dear Sirs,

We have acted as a special Thai legal counsel to the addressees in connection with the co-issuance of new notes in an aggregate amount of US$ 3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020, issued initially by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A.

1. Laws

This opinion is limited to the laws of Thailand as currently interpreted by the Supreme Court of Thailand, which are published and available to the public as at the date hereof. Our opinion is to be interpreted and construed in accordance with the laws of Thailand.

2. Documents Reviewed

For the purposes of this opinion, we have reviewed:

(i) copies of the Transaction Documents (as defined below);

(ii) the documents listed in Schedule 1 hereto (the “Corporate Documents”); and

December 19, 2012 Page 2

(iii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

3. Definitions

In this opinion:

(i) “Company” means SIG Combibloc Ltd., a limited company incorporated under the laws of Thailand with the company registration number 0105538149390;

(ii) “Indenture” means the senior secured notes indenture dated as of September 28, 2012, relating to the 5.750% senior secured notes due 2020 between, among others, the Issuers (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent;

(iii) “MOC” means the Ministry of Commerce of Thailand;

(iv) “Supplemental Indenture” means the supplemental indenture relating to the Indenture, dated as of November 7, 2012, among the Issuers (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, Wilmington Trust (London) Limited, as additional collateral agent, and certain Senior Secured Note Guarantors (as defined in the Indenture); and

(v) “Transaction Documents” means the Supplemental Indenture.

4. Assumptions

For the purposes of this opinion, we have assumed (without making any investigation of these assumptions):

(i) that the board of directors meeting no. 6/2012 of the Company held on October 12, 2012 and the extraordinary shareholders meeting no. 4/2012 of the Company held on October 26, 2012 were duly made, called and convened, and the resolutions expressed in the minutes thereof were duly passed and have not been revoked, rescinded or amended by any subsequent resolutions of the board of directors meeting or shareholders meeting of the Company;

(ii) that the power of attorney of the Company dated October 26, 2012 have not been revoked, rescinded or amended; and

(iii) the genuineness of all signatures and seals, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

In the course of our examination, we have found nothing to indicate that the above assumptions are not justified but we have not endeavored to make any independent verification of such factual assumptions. As to any facts material to the opinion expressed herein which were not independently established or verified, we have relied upon certificates, statements and representations of officers and other representatives of the Company and others.

December 19, 2012 Page 3

5. Opinions

Based upon the foregoing assumptions, we are of the opinion that under the laws of Thailand at the date hereof:

5.1 Corporate Existence and Authority

The Company is a limited company duly incorporated and validly existing under the laws of Thailand, and is a separate legal entity capable of suing or being sued in its own name. The Company has corporate power and authority to enter into and perform its obligations under the Transaction Documents. The Company has taken all corporate actions necessary to authorize its execution and delivery of the Transaction Documents, and the performance of its obligations under the Transaction Documents.

5.2 Restriction

The execution and delivery of the Transaction Documents and the performance by the Company of its obligations under the Transaction Documents will not conflict with, result in a breach or violation of, or constitute a default under (a) its Corporate Documents or (b) any Thai law or regulation. The Company has duly executed the Supplemental Indenture.

5.3 Government Authorization

No consents, license or approvals of, registration with or declarations to any governmental authorities and agencies in Thailand are required to be performed by the Company in connection with the execution, delivery, performance, observance, legality, validity, enforceability or admissibility in evidence of the Transaction Documents, except for the filing of foreign exchange control forms and the obtaining of the exchange control approval from (i) a commercial bank operating in Thailand that is an authorized agent of the Bank of Thailand with regard to the purchase and remittance of foreign currency out of Thailand or (ii) the Bank of Thailand (as the case may be).

Insofar as the opinions expressed herein refer to the laws of Thailand, such references shall include the constitution, emergency decrees, royal decrees, ministerial decrees, ministerial regulations and ministerial notifications of the ministry or other governmental agency, and any reference to these and any Supreme Court judgments, shall be limited to those which are published and available to the public as of the date hereof. Nothing has come to our attention that would indicate that any unpublished laws or Supreme Court judgments exist which would affect any of the opinions expressed herein.

We understand that you will rely upon this opinion as to matters of Thai law, as applicable, in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely upon this opinion as to matters of Thai law, as applicable, in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying upon this opinion as to matters of Thai law, as applicable.

We also consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933 (as amended) or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

December 19, 2012 Page 4

Yours faithfully,

Weerawong, Chinnavat & Peangpanor Ltd.

/s/ Weerawong, Chinnavat & Peangpanor Ltd.

December 19, 2012 Page 5

SCHEDULE 1

List of Corporate Documents

1. Affidavit of SIG Combibloc Ltd. issued by the MOC on October 17, 2012.

2. Copies of Memorandum of Association and Articles of Associations of SIG Combibloc Ltd., certified by the MOC on October 17, 2012.

3. Copy of the list of shareholders of SIG Combibloc Ltd. as of April 27, 2012, certified by the MOC on October 17, 2012.

4. Copy of the minutes of the board of directors meeting no. 6/2012 of the Company held on October 12, 2012.

5. Copy of the minutes of the extraordinary shareholders meeting no. 4/2012 of the Company held on October 26, 2012.

6. Copy of a power of attorney of SIG Combibloc Ltd. dated October 26, 2012, authorizing each of (i) Graeme Richard Hart, (ii) Bryce McCheyne Murray, (iii) Helen Dorothy Golding, (iv) Allen Philip Hugli, (v) Gregory Alan Cole, (vi) Mark Dunkley, (vii) Cindi Lefari, (viii) Philip John Presnell West, (ix) Thomas James Degnan, (x) Robert Bailey, (xi) Stephen David Pardy, (xii) Prudence Louise Wyllie, (xiii) Chiara Francesca Brophy, (xiv) Karen Michelle Mower and (xv) Jennie Blizard to execute certain Transaction Documents and other related documents, without the company seal affixed, for and on behalf of SIG Combibloc Ltd.

7. Attorney’s Certificate of SIG Combibloc Ltd. dated November 7, 2012, issued in connection with certain Transaction Documents.

8. Copy of a permit no. 1755401001 granted by the Director-General of the Department of Business Development, MOC to SIG Combibloc Ltd. on May 31, 2011, under the Foreign Business Act B.E. 2542, under which SIG Combibloc Ltd. is permitted to guarantee the obligations of its affiliates named therein.

EX-5.24

EXHIBIT 5.24

[Letterhead of Debevoise & Plimpton LLP]

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

and the Guarantors listed on Annex A attached hereto

Dear Sirs,

Registration Statement on Form F-4 (the “Registration Statement”)

We have acted as English counsel to Closure Systems International (UK) Limited (“CSI UK”), Reynolds Consumer Products (UK) Limited (“RCPL”), Reynolds Subco (UK) Limited (“Subco”), SIG Combibloc Limited (“SIGCL”), Ivex Holdings, Ltd. (“Ivex”), Kama Europe Limited (“Kama”), J. & W. Baldwin (Holdings) Limited (“J. and W.”), Omni-Pac U.K. Limited (“Omni-Pac”) and The Baldwin Group Limited (“Baldwin”) (each a “Company” and together the “Companies”) in connection with the issuance of $3,250,000,000 aggregate principal amount of 5.750% senior secured notes due 2020 (the “Senior Secured Notes”) issued by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg ) S.A. (together, the “Issuers”).

1. Documents

For the purposes of this letter, we have examined the following documents:

(a) executed copies of:

(i) the senior secured notes indenture, dated as of September 28, 2012, relating to the Senior Secured Notes among the Issuers, the Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar, Wilmington Trust (London) Limited, as additional collateral agent, and The Bank of New York Mellon, London Branch, as paying agent; and

(ii) The first senior secured notes supplemental indenture, dated as of November 7, 2012, relating to the Senior Secured Notes among the Issuers, Beverage Packaging Holdings (Luxembourg) I S.A., the Additional Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent,

the documents in paragraph (a) together being the “Transaction Documents”;

(b) in respect of each Company copies of:

(i) its memorandum and articles of association obtained pursuant to the Searches referred to below; and

(ii) its certificate of incorporation, together with any certificate(s) of incorporation on change of name obtained pursuant to the Searches referred to below;

(c) in respect of CSI UK:

(i) resolutions of its board of directors dated October 23, 2012;

(ii) resolutions of its shareholder dated October 23, 2012;

(iii) a power of attorney dated October 23, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(d) in respect of RCPL:

(i) resolutions of its board of directors dated October 17, 2012;

(ii) resolutions of its shareholder dated October 17, 2012;

(iii) a power of attorney dated October 17, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

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(e) in respect of Subco:

(i) resolutions of its board of directors dated October 17, 2012;

(ii) resolutions of its shareholder dated October 17, 2012;

(iii) a power of attorney dated October 17, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(f) in respect of SIGCL:

(i) resolutions of its board of directors dated November 5, 2012;

(ii) resolutions of its shareholder dated October 16, 2012;

(iii) a power of attorney dated November 5, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(g) in respect of Ivex:

(i) resolutions of its board of directors dated October 19, 2012;

(ii) resolutions of its shareholder dated October 19, 2012;

(iii) a power of attorney dated October 19, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(h) in respect of Kama:

(i) resolutions of its board of directors October 19, 2012;

(ii) resolutions of its shareholder dated October 19, 2012;

(iii) a power of attorney dated October 19, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(i) in respect of J. and W.:

(i) resolutions of its board of directors dated October 17, 2012;

(ii) resolutions of its shareholder dated October 17, 2012;

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(iii) a power of attorney dated October 17, 2012; and

(iv) an officer’s certificate dated November 7, 2012;

(j) in respect of Omni-Pac:

(i) resolutions of its board of directors dated October 17, 2012;

(ii) resolutions of its shareholder dated October 17, 2012;

(iii) a power of attorney dated October 17, 2012; and

(iv) an officer’s certificate dated November 7, 2012; and

(k) in respect of Baldwin Group:

(i) resolutions of its board of directors dated October 17, 2012;

(ii) resolutions of its shareholder dated October 17, 2012;

(iii) a power of attorney dated October 17, 2012; and

(iv) an officer’s certificate dated November 7, 2012.

Save as mentioned above or in Section 2 below, for the purposes of this letter, we have not examined any contracts, instruments or other documents entered into by or affecting the Companies or any corporate records of the Companies and we have not made any other enquiries concerning any of them.

2. Searches

For the purposes of this letter, we have conducted only the following searches and enquiries (together the “Searches”) (which Searches did not necessarily reveal the up-to-date, complete or accurate position):

(a) a search of the information available on file at Companies House in respect of each Company conducted at 10:00 a.m. on December 19, 2012; and

(b) an enquiry by telephone made in respect of each Company at the Central Index of Winding Up Petitions at 10:00 a.m. on December 19, 2012.

3. English Law

The opinions set out in this letter are given only with respect to domestic English law in force at the date of this letter and not, for the avoidance of doubt, its

4

conflict of laws rules and on the basis that they will be interpreted in accordance with the laws of England. We express no opinion in this letter on the laws of any jurisdiction other than England and we assume that no foreign law affects this opinion. Without limiting the generality of the foregoing, we express no opinion on European Union law (save as it has been directly enacted into the English domestic law). We express no opinion on matters of fact.

4. Assumptions

The opinions set out in this letter are based upon the assumptions that:

(a) all signatures, stamps and seals appearing on the documents examined by us are genuine;

(b) the documents submitted to us as originals are authentic, accurate and complete;

(c) the copies of documents submitted to us (including as certified, notarised, conformed, photocopied, scanned or faxed copies) conform to the originals;

(d) the entering into each of the Transaction Documents and the exercise of rights and performance of obligations under them are within the capacity and powers of each of the parties to them (other than the Companies);

(e) each of the Transaction Documents is duly authorised by and duly executed and delivered by or on behalf of each of the parties to it (other than the Companies);

(f) there are no other arrangements between any of the parties to the Transaction Documents which modify or supersede any of the terms of the Transaction Documents;

(g) all statements as to matters of fact contained in the Transaction Documents are accurate;

(h) in respect of any party to any of the Transaction Documents and its respective directors, employees, agents and advisers (other than Debevoise & Plimpton LLP), there is no bad faith, fraud, coercion, duress or undue influence;

(i) due compliance with all matters (including, without limitation, the obtaining of necessary consents and approvals and the making of necessary filings and registrations and due compliance with all execution and delivery requirements) required in connection with each of the Transaction Documents in jurisdictions other than England and Wales has been effected and that such compliance remains in full force and effect and will continue to be effective where required for the validity and

5

enforceability under any law (other than English law) of the Transaction Documents and that the performance of each of the obligations under each of the Transaction Documents is not illegal or contrary to public policy or law in any place outside England and Wales in which that obligation is to be performed; and no foreign law affects this opinion;

(j) each of the parties to the Transaction Documents will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) and regulations made under FSMA with respect to anything done by it in relation to the Transaction Documents in, from or otherwise involving the United Kingdom including, without limitation, section 19 (the general prohibition), section 21 (restrictions on financial promotion), section 118 (market abuse) and section 397 (misleading statements and practices);

(k) the resolutions of the board of directors of each Company referred to in paragraphs 1(c)(i), 1(d)(i), 1(e)(i), 1(f)(i), 1(g)(i), 1(h)(i), 1(i)(i), 1(j)(i) and 1(k)(i) were duly and validly passed as written resolutions in accordance with the requirements set out in each Company’s articles of association, the shareholder resolutions referred to in paragraphs 1(c)(ii), 1(d)(ii), 1(e)(ii), 1(f)(ii), 1(g)(ii), 1(h)(ii), 1(i)(ii), 1(j)(ii) and 1(k)(ii) were duly and validly passed as written resolutions in accordance with the requirements of the Companies Act 2006 and none of the resolutions or powers of attorney referred to in paragraphs 1(c)(iii), 1(d)(iii), 1(e)(iii), 1(f)(iii), 1(g)(iii), 1(h)(iii), 1(i)(iii), 1(j)(iii) and 1(k)(iii) have been rescinded or amended and each remains in full force and effect;

(l) in respect of the board resolutions referred to in paragraphs 1(c)(i), 1(d)(i), 1(e)(i), 1(f)(i), 1(g)(i), 1(h)(i), 1(i)(i), 1(j)(i) and 1(k)(i), (i) in passing such resolutions the directors of the relevant Company were acting in good faith, (ii) the transactions and other matters referred to in such resolutions of the board were entered into and effected by each such Company for the purpose of carrying on its business, (iii) at the time such transactions or matters were entered into or effected the directors of each such Company had reasonable grounds for believing that the transactions or matters would promote the success of such Company for the benefit of its members as a whole and (iv) the directors of the relevant Company exercised their powers in connection with the transactions or matters in accordance with their duties under all applicable laws and the memorandum and articles of association of the relevant Company;

(m) each director of each Company has disclosed any interest which such director may have in the transactions contemplated by the Transaction Documents to which each such Company is a party (the “Transactions”) in accordance with the provisions of the Companies Act 2006 and the articles of association of the relevant Company of which he is a director and no such director has any interest in the Transactions except to the extent permitted by the relevant articles of association;

6

(n) there has been no alteration in the status or condition of any Company as disclosed by the Searches and those Searches are complete and accurate in all respects;

(o) the Transaction Documents would have the same meaning and effect when construed under the laws of the jurisdictions expressed to govern them as they would if they were governed by English law;

(p) no Company will become a bank, a holding company of a bank, building society or a credit union, or a group undertaking of any such entities (as such terms are defined in Part 1 of the Banking Act 2009); no asset over which security is to be created by a Company will comprise Securities issued by a bank or holding company of a bank (as such terms are defined in the Banking Act 2009) or deferred shares or private membership rights in a building society; and

(q) none of the Companies will at any time have, either their “centre of main interests” (as that term is used in Article 3(1) of the Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings which came into force on 31 May 2002 (the “Regulation”)) or an establishment in any Member State of the European Union for the purpose of Article 3(2) of the Regulation, in each case, other than the United Kingdom.

5. Opinions as to English Law

On the basis of the assumptions set out above and subject to the reservations set out below, we are of the opinion that:

(a) each Company has been duly incorporated and is a validly existing company under English law;

(b) each Company has the corporate power and authority to execute and enter into each of the Transaction Documents to which it is a party;

(c) each Transaction Document has been duly authorised, executed and delivered by each Company party to it;

(d) the entry into and performance of each Transaction Document (in accordance with the provisions of the Transaction Documents) by each Company party to it will not result in a violation of the provisions of its memorandum and articles of association as currently in effect; and

(e) all corporate action required to authorise the execution and delivery by each Company of each Transaction Document to which it is a party and the performance by it of its obligations under such Transaction Document has been taken.

7

6. Reservations

The opinions set out in this letter are qualified by the following reservations:

(a) Role: Our role in rendering this opinion has been confined to reviewing the Transaction Documents from the point of view of English law to the extent necessary for the purpose of rendering this opinion. Accordingly, except for those matters of English law which are specifically addressed in this opinion, we express no opinion or view on the Transactions, any other documentation relating thereto, or any other legal issue including (without limitation) whether the Transaction Documents are effective for any commercial, accounting, tax or legal objectives or purposes of the parties thereto.

(b) Other jurisdictions: English law may have regard to the law of the place of performance of any obligation under the Transaction Documents which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

(c) Insolvency: The opinions contained in this letter are subject to and may be affected by the provisions of any applicable bankruptcy, liquidation, insolvency, reorganisation, administration, moratorium, fraudulent transfer, rescheduling, preference, undervalue transaction or other laws (whether under domestic English law or EU law) relating to or affecting the enforcement of creditors’ rights generally;

(d) Restrictions: We express no opinion on whether the Transaction Documents or the performance of any obligation thereunder may result in the breach of any restrictions imposed on any of the parties by any instrument (other than the memorandum and articles of association of the Companies) to which they are a party or by which they may be bound.

(e) Financial condition: We express no opinion or make any form of representation as to any matter of fact, or the financial condition or prospects, or accounting position, relating to any Company.

(f) Tax: We express no opinion as to tax liabilities in England and Wales or any other jurisdiction (including, without limitation, taxes on income or profits, value added tax and stamp duties or returns) or other filings to be made in respect of any tax liabilities, arising out of the Transaction Documents or any other transactions contemplated or effected thereby.

(g) Anti-Terrorism Legislation: Legislation, treasury rules and regulations in England restrict or prohibit payments, transactions and dealings with assets and individuals or entities having a proscribed connection with certain countries or subject to international sanctions or associated with terrorism.

8

(h) Banking Act 2009: The opinions set out in this letter are subject to any limitations arising from any measures taken in relation to a bank or a holding company of a bank or a building society (as such terms are defined in Part 1 of the Banking Act 2009) or any changes in law made pursuant to the powers contained in Part 1 of the Banking Act 2009 which are designed to address the situation where all or part of the business of a bank or building society has encountered, or is likely to encounter, financial difficulties.

The opinions set out in this letter are addressed to and intended for your benefit. We assume no responsibility to update or supplement the opinions set out in this letter to reflect any facts or circumstances which may come to our attention, or any changes in laws which may occur, after the date of effectiveness of the Registration Statement.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ Debevoise & Plimpton LLP

Debevoise & Plimpton LLP

9

Annex A

1. Closure Systems International (UK) Limited

2. Ivex Holdings, Ltd.

3. J. & W. Baldwin (Holdings) Limited

4. Kama Europe Limited

5. Omni-Pac U.K. Limited

6. Reynolds Consumer Products (UK) Limited

7. Reynolds Subco (UK) Limited

8. SIG Combibloc Limited

9. The Baldwin Group Limited

10

EX-5.25

Exhibit 5.25

[Letterhead of Ballard Spahr LLP]

December 19, 2012

Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1140 New Zealand	Reynolds Group Issuer (Luxembourg) S.A. 6C Rue Gabriel Lippmann, L-5365 Munsbach Grand Duchy of Luxembourg
Reynolds Group Issuer Inc. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904	Graham Packaging Holdings Company c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904
Reynolds Group Issuer LLC c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904	Graham Recycling Company, L.P. c/o National Registered Agents, Inc. 160 Greentree Drive, Suite 101 Dover, Delaware 19904

Re: Registration Statement on Form F-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as Pennsylvania counsel to Graham Packaging Holdings Company, a Pennsylvania limited partnership (“GPHC”), and Graham Recycling Company, L.P., a Pennsylvania limited partnership (“Recycling” and, together with GPHC, the “Opinion Parties”), in connection with the Opinion Parties’ guarantee under the Senior Secured Notes Indenture (as defined below), of certain senior notes (the “Exchange Notes”) of Reynolds Group Holdings Limited, Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), in connection with the exchange offer to be made pursuant to a Registration Statement on Form F-4, File No. 333-185285 (such registration statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed on December 5, 2012 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The obligations of the Issuers under the Exchange Notes will be guaranteed by the Opinion Parties, along with certain other guarantors.

In our capacity as Pennsylvania counsel, we have examined copies of executed originals or of counterparts of the following documents:

(a) the Registration Statement;

(b) the $3,250,000,000 in 5.75% Senior Secured Notes due 2020 issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) (collectively, the “Issuers”) pursuant to the Senior Secured Notes Indenture (as defined below);

(c) the Indenture with respect to the Senior Secured Notes, dated as of September 28, 2012 (as may be amended or supplemented from time to time, the “Senior Secured Notes Indenture”), among the Issuers, the guarantors signatory thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, collateral agent and registrar (the “Trustee”), Wilmington Trust (London) Limited, as additional collateral agent, and The Bank of New York Mellon, London Branch, as paying agent;

(d) a copy of (i) a Subsistence Certificate issued by the Secretary of the Commonwealth of Pennsylvania, with respect to the GPHC, dated as of December 18, 2012 (the “GPHC Subsistence Certificate”), (ii) the Certificate of Limited Partnership of GPHC certified by the Secretary of the

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Graham Packaging Holdings Company

Graham Recycling Company, L.P.

December 19, 2012

Page 2

Commonwealth of Pennsylvania on March 14, 2012 (the “GPHC Certificate of Limited Partnership”), and (iii) the Sixth Amended and Restated Agreement of Limited Partnership of GPHC (the “GPHC LPA”; and together with the GPHC Certificate of Limited Partnership, the “GPHC Charter Documents”); and

(e) a copy of (i) a Subsistence Certificate issued by the Secretary of the Commonwealth of Pennsylvania, with respect to the Recycling, dated as of December 18, 2012 (the “Recycling Subsistence Certificate”), (ii) the Certificate of Limited Partnership of Recycling certified by the Secretary of the Commonwealth of Pennsylvania on March 14, 2012 (the “Recycling Certificate of Limited Partnership”), and (iii) the Amended and Restated Agreement of Limited Partnership of Recycling (the “Recycling LPA”; and together with the Recycling Certificate of Limited Partnership, the “Recycling Charter Documents”).

The opinion given in paragraph 1 below is based upon the GPHC Subsistence Certificate and the Recycling Subsistence Certificate.

We have reviewed such other documents and have made such examinations of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials, and, as to matters of fact material to our opinion also without independent verification, on representations made in the Indenture and certificates and other inquiries of officers of the Opinion Parties.

We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the completeness of all documents reviewed by us.

Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:

1. Each Opinion Party is a limited partnership presently subsisting under the laws of the Commonwealth of Pennsylvania.

2. Each Opinion Party has all necessary limited partnership power and authority, as the case may be, to enter into, deliver and perform its obligations under the Senior Secured Notes Indenture and to incur and perform the obligations provided therein.

3. Each Opinion Party has taken all necessary limited partnership action, as the case may be, to authorize the execution, delivery and performance of the Senior Secured Notes Indenture and the Senior Secured Notes Indenture has been duly executed and delivered on behalf of such Opinion Party.

4. The execution and delivery by each Opinion Party of the Senior Secured Notes Indenture, the consummation of the transactions contemplated thereby and compliance by each Opinion Party with its obligations under the Senior Secured Notes Indenture, (a) will not contravene any provision of such Opinion Party’s Charter Documents, and (b) does not violate any law of the Commonwealth of Pennsylvania that we have, in the exercise of customary professional diligence, recognized as applicable to each Opinion Party or to transactions of the type contemplated by the Senior Secured Notes Indenture.

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Graham Packaging Holdings Company

Graham Recycling Company, L.P.

December 19, 2012

Page 3

5. No consent, waiver, approval, authorization or order of any Pennsylvania court or governmental authority of the Commonwealth of Pennsylvania is required for the execution, delivery and performance by any Opinion Party of the Senior Secured Notes Indenture, except (a) as have been obtained and are in full force and effect or (b) as may be required by applicable state securities or blue sky laws.

We express no opinion as to the law of any jurisdiction other than the Commonwealth of Pennsylvania.

We understand that you will rely as to matters of Pennsylvania law upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Pennsylvania law upon this opinion in connection with an opinion to be rendered by it relating to the Opinion Parties. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Pennsylvania law upon this opinion.

This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that might occur or be brought to our attention after the date of effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.25 to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the prospectus that forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Ballard Spahr LLP

EX-5.26

EXHIBIT 5.26

[Letterhead of Blank Rome LLP]

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

Guarantors listed on Annex A attached hereto

Ladies and Gentlemen:

We have acted as California counsel to Graham Packaging PX, LLC, a California limited liability company (“Graham Packaging”) and Graham Packaging PX Company, a California general partnership (“Graham Packaging GP” and together with Graham Packaging, the “California Guarantors”) in connection with the issuance by the California Guarantors of guarantees (the “Guarantees”) relating to the issuance by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Company Issuers”) of $3,250,000,000 aggregate principal amount of the Company Issuers’ 5.750% Senior Secured Notes due 2020 (the “Exchange Notes”) in exchange for all of their outstanding unregistered 5.750% Senior Secured Notes due 2020. The Exchange Notes will be issued under the Senior Secured Notes Indenture, dated as of September 28, 2012, by and among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., the guarantors party thereto, The Bank of New York Mellon (“Trustee”), as trustee, principal paying agent, transfer agent, collateral agent and registrar, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “Indenture”).

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 2

In rendering the opinions herein, we have examined (i) copies, as executed or issued, as the case may be (received by facsimile), of (A) the Registration Statement; (B) the Indenture; and (C) the Guarantees whose terms are set forth in the Indenture (the Indenture and Guarantees are collectively referred to herein as the “Notes Agreements”); and (ii) the originals or photostatic or certified copies of (A) the organizational and governance documents of the California Guarantors listed on Exhibit A attached hereto, (B) the certificates of governmental officials listed on Exhibit B (collectively, the “California Certificates”), and (C) the certificates of Joseph B. Hanks, as Vice President and Secretary of Graham Packaging and as Vice President, General Counsel and Secretary of Graham Packaging GP, referenced on Exhibit C (the “Officer’s Certificates”).

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the California Certificates, the Officer’s Certificates and the representations and warranties of all parties made pursuant to or in connection with the Notes Agreements, or any thereof. We also have assumed the authenticity of the organizational documents and the California Certificates referenced on Exhibit A and Exhibit B, respectively, and we have also assumed that the information contained in such documents and certificates is current through the date hereof notwithstanding any earlier “through” date contained therein. In rendering our opinion in paragraph 1 as to the status of Graham Packaging under California law, we have relied upon the California Certificates for Graham Packaging, and our opinion is limited to the meaning ascribed to such certificates by the State of California, and in rendering our opinion in paragraph 1 as to the status of Graham Packaging GP under California law, we have relied upon the Statement of Partnership Authority referenced on Exhibit A and the Officer’s Certificate and our opinion is limited to the date of such certificates or filings, as applicable. Our opinions in paragraphs 6(ii) and 7 are based solely on a review of those state-level California statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As California counsel to the California Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Agreements, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the California Guarantors has engaged or their day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the California Guarantors in connection with the Notes Agreements, including our review of the documents as described in this letter above, no information has come to the

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 3

attention of those attorneys in this law firm who have actively participated in the preparation of this letter that has given them actual knowledge of the existence of any facts to the contrary. However, except for the review of the documents specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the California Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction. Our opinion in paragraph 7 relates only to consents, approvals, and filings that, in our experience, are generally applicable to transactions of the kind contemplated by the Notes Agreements.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Agreements has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the California Guarantors who are party thereto. The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by all parties thereto other than the California Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Agreement is a valid and binding obligation of each party thereto (including each California Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

(b) The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by each party thereto and the consummation by such party of the transactions contemplated thereby do not and will not conflict with or violate and will not cause or result in a violation or breach of: (i) the organizational and governance documents of such party, (ii) any law, statute, regulation or rule of any kind by which such party is bound or to which it is subject, (iii) any injunction, judgment, order, decree, ruling, charge or other restriction of a governmental agency (a “Governmental Authority”) by which such party is bound or to which it is subject, or (iv) any contracts, instruments, agreements, injunctions, orders or decrees by which such party is bound or to which it is subject. Notwithstanding the foregoing, we have not assumed the matters set forth in our opinion in paragraph 6 below with respect to either California Guarantor.

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 4

(c) All factual matters contained in the Notes Agreements are true and correct and are not inconsistent with the opinions set forth in this letter.

(d) All signatures on all documents submitted to us for examination are genuine.

(e) All documents submitted to us as originals are authentic and all documents submitted to us as copies (certified or photocopies) conform to the original.

(f) All public records reviewed by us are accurate and complete.

(g) All natural persons who are parties to any of the Notes Agreements have the legal capacity to execute, deliver and perform the same.

(h) Each party to the Notes Agreements is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except that we have not assumed the matters set forth in our opinion in paragraph 1 below with respect to either California Guarantor).

(i) The Company Issuers are engaged solely in the businesses described in the Registration Statement and the California Guarantors are engaged solely in the businesses permitted by their respective operating agreement or partnership agreement, as the case may be.

(j) The Notes Agreements have been duly executed, authenticated, issued and delivered and constitute the valid and binding obligation of the Company Issuers enforceable against them in accordance with their terms.

The opinions herein are limited to the internal laws of the State of California and to those California rules and regulations that in our experience are normally applicable to transactions of the kind contemplated by the Notes Agreements, but without our having made any special investigation as to the applicability of any specific law, rule or regulation. We have made no investigation of the laws of any other jurisdiction (including without limitation the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Graham Packaging is a limited liability company, existing and in good standing under the laws of the State of California. Graham Packaging GP is a general partnership under the laws of the State of California.

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 5

2. Graham Packaging has the requisite limited liability company power and authority to execute and deliver each of the Notes Agreements.

3. Graham Packaging GP has the requisite partnership power and authority to execute and deliver each of the Notes Agreements.

4. The execution and delivery of the Notes Agreements by Graham Packaging have been duly authorized by all necessary limited liability company action on the part of Graham Packaging, and the Notes Agreements have been duly executed and delivered by Graham Packaging.

5. The execution and delivery of the Notes Agreements by Graham Packaging GP have been duly authorized by all necessary partnership action on the part of Graham Packaging GP, and the Notes Agreements have been duly executed and delivered by Graham Packaging GP.

6. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, the execution and delivery (or issuance as the case may be) by the California Guarantors of the Notes Agreements do not (i) violate any California Guarantor’s limited liability company agreement or partnership agreement (as applicable) or, if applicable, Articles of Organization; or (ii) violate any statute or regulation of the State of California applicable to such California Guarantor.

7. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, to our knowledge, the execution and delivery (or issuance as the case may be) by each California Guarantor of the Notes Agreements do not require on or prior to the date hereof the approval, authorization, order, registration or consent of, or filing with, any California state-level Governmental Authority.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Agreements or any of their respective provisions;

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 6

(ii) (a) the effect of insolvency, fraudulent conveyance, fraudulent transfer, moratorium and other similar laws or equitable principles affecting creditors’ rights and remedies generally or (b) general principals of equity (including, without limitation, concepts of conscionability, materiality, reasonableness, good faith, and fair dealing) on the enforceability of the Notes Agreements regardless of whether considered in a proceeding at law or in equity;

(iii) the effect of any “doing business” statutes in any state on the validity or enforceability of obligations owing, or security interests granted, to Trustee;

(iv) the existence, condition or state of title of, or rights in, any property purported to be owned or held by either of the California Guarantors;

(v) the truth, accuracy or completeness of any representation or warranty made by either California Guarantor in any Notes Agreement or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of either California Guarantor to perform any covenant or undertaking in any of the Notes Agreements to which it is a party;

(vi) the compliance of either California Guarantor, its real estate, personal property or business operations or the transactions contemplated by the Notes Agreements with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(vii) the compliance of either California Guarantor or the transactions contemplated by the Notes Agreements with: (a) any law or administrative decision of any county, town, municipality or other political subdivision of the State of California below the state level; (b) any law, regulation or administrative decision concerning taxation, labor, employee benefits, health and safety, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning securities, blue sky, antitrust or unfair competition.

The opinions expressed herein have been issued to you solely in connection with the issuance of the Guarantees relating to the issuance by the Company Issuers of the Exchange Notes and may not be utilized or relied upon for any other purpose. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We consent to the use of our name in the Registration Statement and in the prospectus in the Registration Statement as it appears in the caption “Validity of the Securities”

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 7

and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations thereunder. We hereby authorize Debevoise & Plimpton LLP to rely on this Opinion in rendering its opinion to you dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 8

Annex A

Guarantors

Graham Packaging PX, LLC

Graham Packaging PX Company

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 9

Exhibit A

Organizational Documents

1. Articles of Incorporation of Plaxicon, Inc., filed September 11, 1989, the Certificate of Amendment of Articles of Incorporation, filed September 25, 1992, and the Limited Liability Company Articles of Organization – Conversion (converting Plaxicon, Inc. to Plaxicon, LLC), filed December 31, 2006, each certified by the Secretary of State of the State of California as of September 14, 2007.

2. Limited Liability Company Certificate of Amendment of Plaxicon, LLC, changing its name to Graham Packaging PX, LLC, filed with the Secretary of State of the State of California on September 24, 2010.

3. Amended and Restated Single Member Operating Agreement of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC), dated as of August 22, 2011, certified as full, true and correct on December 19, 2012 by Joseph B. Hanks, Vice President and Secretary of Graham Packaging PX, LLC.

4. Action Taken by Written Consent of the Sole Member of Graham Packaging PX, LLC, certified as full, true and correct, and in full force and effect on December 19, 2012 by Joseph B. Hanks, Vice President and Secretary of Graham Packaging PX, LLC.

5. Statement of Partnership Authority of Graham Packaging PX Company, filed with the Secretary of State of the State of California on March 1, 2011.

6. Partnership Agreement of Graham Packaging GP (f/k/a Plaxicon Company), dated as of May 18, 1981, as amended by the First Amendment to Partnership Agreement, dated June 30, 1981, as further amended by the Second Amendment to Partnership Agreement, dated August 16, 1988, as further amended by the Third Amendment to Partnership Agreement dated October 23, 1989, and as further amended by the Fourth Amendment to Partnership Agreement, dated September 2010, each certified as full, true and correct on December 19, 2012 by Joseph B. Hanks, Vice President, General Counsel and Secretary of Graham Packaging GP.

7. Action Taken by Written Consent of the Partners of Graham Packaging GP, certified as full, true and correct, and in full force and effect on December 19, 2012 by Joseph B. Hanks, Vice President, General Counsel and Secretary of Graham Packaging GP.

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 10

Exhibit B

California Certificates

1. Certificate of Listing, dated as of September 11, 2012, from the Secretary of State of the State of California, as to the conversion of Graham Packaging PX, LLC (f/k/a Plaxicon, Inc.).

2. Certificate of Status, dated as of December 11, 2012, from the Secretary of State of the State of California, as to the good standing of Graham Packaging PX, LLC in the State of California.

3. Certificate of Filing Statement of Partnership Authority, dated as of September 6, 2012, from the Secretary of State of the State of California, as to the recognition of Graham Packaging PX Company under the laws of the State of California.

4. Certificate of Good Standing – General Partnership, dated as of December 12, 2012, from the Secretary of State of the State of California, as to the good standing of Graham Packaging PX Company in the State of California.

Reynolds Group Holdings Limited

Reynolds Group Issuer Inc.

Reynolds Group Issuer LLC

Reynolds Group Issuer (Luxembourg) S.A.

Guarantors listed on Annex A attached hereto

December 19, 2012

Page 11

Exhibit C

Officer’s Certificates

1. The Officer’s Certificate dated December 19, 2012 signed by the Vice President and Secretary of Graham Packaging PX, LLC, attaching and certifying as to, among other things, the documents described on Exhibit A, Items 1 – 4 above.

2. The Officer’s Certificate dated December 19, 2012 signed by the Vice President, General Counsel and Secretary of Graham Packaging PX Company, attaching and certifying as to, among other things, the documents described on Exhibit A, Items 5 – 7 above.

EX-5.27

EXHIBIT 5.27

[Letterhead of Vorys, Sater, Seymour and Pease LLP]

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

Graham Packaging Minster LLC

P.O. Box 123, 255 Southgate Drive

Minster, Ohio 45865 USA

Ladies and Gentlemen:

We have acted as special Ohio counsel to Graham Packaging Minster LLC, an Ohio limited liability company (the “Company”), in connection with the due authorization of the Company’s entrance into that certain Senior Secured Notes Indenture dated as of September 28, 2012, relating to US $3,250,000,000 aggregate principal amount of 5.75% senior secured notes due 2020 (the “September 2012 Senior Secured Notes”), among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., certain Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London) Limited, as additional collateral agent (the “September 2012 Senior Secured Notes Indenture”).

In connection with this opinion, we have examined an original or a copy of, and have relied upon the accuracy of:

(i) The September 2012 Senior Secured Notes Indenture;

(ii) A certificate from the Vice President and Secretary of the Company as to certain factual matters, including without limitation the incumbency of the officers of the Company, dated December 19, 2012, a copy of which has been delivered to us (the “Certificate”);

(iii) A copy of the Articles of Organization of the Company (the “Articles”), the completeness and accuracy of which have been certified to us as part of the Certificate;

(iv) A copy of the Operating Agreement of the Company (the “Operating Agreement”), the completeness and accuracy of which have been certified to us as part of the Certificate;

(v) a certificate of full force and effect from the Secretary of State of the State of Ohio, dated December 18, 2012, with respect to the Company in the State of Ohio (the “Full Force and Effect Certificate”);

(vi) A copy of the Action of the Sole Member of the Company Taken by Written Consent, by Graham Packaging Company, L.P., a Delaware limited partnership (the “Sole Member”), dated as of September 24, 2012, approving the September 2012 Senior Secured Notes Indenture and the transactions contemplated thereby (the “Sole Member Action”), the completeness and accuracy of which have been certified to us as part of the Certificate; and

(vii) Such authorities of law as we have deemed necessary to render this opinion.

In such examinations, we have assumed (i) the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies and the authenticity of such originals of such latter documents; (ii) that each of the parties, other than the Company, to the September 2012 Senior Secured Notes Indenture has the full power, authority and legal right under its charter and other governing documents, corporate legislation, and applicable laws and regulations to execute and perform its obligations under all documents executed by it in connection with the transactions which are the subject of the September 2012 Senior Secured Notes Indenture; (iii) that the Sole Member, being a Delaware limited partnership and subject to Delaware law, has the full power, authority and legal right under its governing documents, corporate legislation, and applicable laws and regulations to execute, deliver and perform its obligations under the Sole Member Action; (iv) that the Sole Member Action has been duly and validly authorized by all necessary limited partnership action in respect of the Sole Member, being a Delaware limited partnership and subject to Delaware law; (v) that the Sole Member Action has been duly executed and delivered by the Sole Member, being a Delaware limited partnership and subject to Delaware law; and (vi) that the Sole Member Action is a valid and binding obligation of the Sole Member, being a Delaware limited partnership and subject to Delaware law, enforceable against the Sole Member in accordance with its terms.

To the extent that our opinions expressed herein are based upon factual matters (and whenever our opinion with respect to the existence or absence of facts is qualified by “to our knowledge” or by any similar language), such opinions are based solely upon facts within the

conscious awareness of the Vorys, Sater, Seymour and Pease LLP attorneys who have devoted substantive legal attention to the Company in connection with the transactions contemplated by the September 2012 Senior Secured Notes Indenture which include, without limitation, facts set forth in the Certificate. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities or authority of any party, other than the Company, to the September 2012 Senior Secured Notes Indenture which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination.

As used herein, the phrases “limited liability company power and authority” and “duly and validly authorized by all necessary limited liability company action” refer and are limited to Chapter 1705 of the Ohio Revised Code (“R.C.”) (Limited Liability Companies), the Articles and the Operating Agreement.

Based upon and subject to the foregoing and the further qualifications and limitations set forth hereinafter, as of the date hereof, we are of the opinion that:

(1) The Company is, based on the Full Force and Effect Certificate, a limited liability company validly existing and in full force and effect under the laws of the State of Ohio.

(2) The Company has the requisite limited liability company power and authority to execute and deliver the September 2012 Senior Secured Notes Indenture.

(3) The transactions contemplated in the September 2012 Senior Secured Notes Indenture have been duly and validly authorized by all necessary limited liability company action by the Company.

(4) The execution, delivery and performance of the September 2012 Senior Secured Notes Indenture by the Company do not violate or constitute on the part of the Company a breach or default under (a) the Articles or the Operating Agreement or (b) to our knowledge, any applicable provisions of statutory law or regulation to which Ohio limited liability companies for profit are generally subject.

(5) To our knowledge, no approval or authorization of, or filing with, any governmental body, governmental agency or authority of Ohio applicable generally to limited liability companies for profit in the State of Ohio (which has not been obtained), is required in connection with the execution and delivery by the Company of the September 2012 Senior Secured Notes Indenture.

We have not conducted requisite factual or legal examinations, and accordingly we express no opinion, with respect to the application, if any, of laws concerning or promulgated by (a) environmental effects or agencies; (b) industries the operations, financial affairs or profits of which are regulated by the United States or the State of Ohio, e.g., banks and thrift institutions, insurance and utilities under Title 49, R.C.; (c) fraudulent dispositions or obligations (Chapter 1336, R.C. and Section 1313.56, R.C.); (d) securities laws; (e) political subdivisions of the State of Ohio; (f) any order of any court or other authority directed specifically to any party to the September 2012 Senior Secured Notes Indenture of which we do not have knowledge; or (g) any taxes or tax effects.

Our opinions expressed herein are subject to the limitations, if any, of Title 11 U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by principles of equity.

We understand that you will rely as to matters of Ohio law upon this opinion solely in connection with the opinions, including any assumptions and limitations, set forth herein. Our opinions set forth herein are limited to the laws of the State of Ohio in effect on the date hereof. Our opinions expressed herein are furnished to you solely in connection with the transactions contemplated by the September 2012 Senior Secured Notes Indenture, and may not be used or relied upon by you for any other purpose. We understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Ohio law upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Ohio law upon this opinion solely in connection with the opinions, including all assumptions and limitations, set forth herein.

We consent to the filing of this opinion as an exhibit to the registration statement on Form F-4 filed with respect to the notes contemplated by the September 2012 Senior Secured Notes Indenture (the “Registration Statement”), and to the reference to our firm under the heading “Validity of the Securities” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Vorys, Sater, Seymour and Pease LLP

EX-5.28

EXHIBIT 5.28

[Letterhead of Jones Waldo, Holbrook & McDonough, P.C.]

Final

December 19, 2012

Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Reynolds Group Issuer Inc.

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer LLC

c/o National Registered Agents, Inc.

160 Greentree Drive, Suite 101,

Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.

6C Rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg

Graham Packaging West Jordan, LLC

c/o Graham Packaging Company, LP

2401 Pleasant Valley Road

York, Pennsylvania 17402

Re: Utah law opinion, Graham Packaging West Jordan, LLC, a Utah limited liability company; Reynolds Holdings Limited, et al., Amendment No. 1 to Form F-4 Registration Statement (File No. 333-185285) the “Registration Statement”)

Ladies and Gentlemen:

We have acted as special Utah counsel for Graham Packaging West Jordan, LLC, a Utah limited liability company (“Utah Guarantor”) and its managing member, Graham Packaging Co. L.P., a Delaware limited partnership, in connection with Utah Guarantor’s joinder in and guarantee of certain debt obligations of Reynolds Group

Reynolds Group Hodings Limited, et al.

December 19, 2012

Page 2 of 5

Holdings Limited, and certain securities issued by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), pursuant to that certain Senior Secured Notes Indenture, dated as of September 28, 2012, among the Issuers, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and The Bank of New York Mellon, London Branch, as paying agent, and Wilmington Trust (London)Limited, as additional collateral agent (the “Indenture”).

In rendering the opinions expressed below, we have examined copies of the Indenture and such other certificates, documents and materials as we have deemed necessary as a basis for such opinions.

We have also reviewed the following (collectively, the “Utah Guarantor Authority Documents”):

A. A Certificate of Existence issued by the Utah State Division of Corporations and Uniform Commercial Code within the Department of Commerce (the “Division”), dated December 17, 2012, pertaining to Utah Guarantor (the “Utah Guarantor Certificate of Existence”);

B. A Certificate of the Secretary of State of the State of Delaware, issued December 18, 2012, pertaining to Graham Packaging Co., L.P., a Delaware limited partnership;

C. Action of the Managing Member Taken by Written Consent, of Graham Packaging West Jordan, LLC, executed by Graham Packaging Co., L.P., as managing member, dated and effective September 24, 2012, authorizing the execution of the Transaction Documents to which Utah Guarantor is a signatory;

D. Amended and Restated Articles of Organization of Graham Packaging West Jordan, LLC, received by the Division on October 6, 2004;

E. Operating Agreement of Graham Packaging West Jordan, LLC, dated and effective as of October 17, 2004, and certified by the Vice President and Secretary thereof on September 28, 2012;

F. Officer’s Certificate – Graham Packaging Company, LP, dated September 28, 2012, by Joseph B. Hanks, Vice President and Secretary; and

G. Officer’s Certificate – Graham Packaging West Jordan, LLC, dated as of September 28, 2012, Joseph B. Hanks, Vice President and Secretary.

Reynolds Group Hodings Limited, et al.

December 19, 2012

Page 3 of 5

In rendering this opinion, we have assumed that:

(a) The Indenture has been executed and delivered by the signatories thereof prior to the release and acceptance of this opinion letter, and in substantially identical form as the form sent to us for review;

(b) all documents submitted to us as originals are authentic, true, accurate and complete; and

(c) the documents submitted to us as copies conform to the originals of such documents which are themselves authentic, true, accurate and complete.

In making our examination of documents executed by parties other than Utah Guarantor: (i) we have assumed that each such party has satisfied those legal requirements that are applicable to it to the extent necessary to make such documents enforceable against it, including, without limitation, due authorization by all requisite action, corporate or other, and due execution; and, (ii) we have assumed the delivery, validity and binding effect thereof upon such parties.

As to certain factual matters material to the opinions expressed herein, we have relied, without investigation or independent verification, with your consent, upon certain certificates, statements and representations of officers and other representatives of Utah Guarantor and filed certificates issued by governmental officials, offices or agencies.

Although we have reviewed the Indenture and have made such inquiries as we have deemed appropriate under the circumstances, we have, with your consent, not verified independently the existence or absence of all the facts set forth in the Indenture and documents and agreements ancillary thereto.

Based upon the foregoing, and under applicable Utah law in effect on the date of this opinion, we are of the opinion that:

1. Based on the Utah Guarantor Certificate of Existence, Utah Guarantor is a limited liability company, validly existing and in good standing under the laws of the State of Utah.

2. Utah Guarantor has all necessary power and authority as a limited liability company to execute and deliver the Indenture and to perform its obligations thereunder. The Indenture has been duly executed and delivered by Utah Guarantor and the performance by Utah Guarantor of its obligations thereunder have been duly authorized by all necessary company action on the part of Utah Guarantor.

3. The execution and delivery by Utah Guarantor of the Indenture, and the consummation of the transactions contemplated therein, do not: (a) violate or result in a breach of or default under Utah Guarantor’s Authority Documents; or (b) conflict with or violate any Utah law, rule, regulation or ordinance applicable to Utah Guarantor.

Reynolds Group Hodings Limited, et al.

December 19, 2012

Page 4 of 5

4. No additional authorizations, consents, licenses or approvals are required for the Utah Guarantor’s entry into the Indenture and performance of the Indenture, and no additional authorizations are required for the Utah Guarantor to execute, enter into or perform its obligations under the Indenture.

The foregoing opinions are subject to the following qualifications and limitations, in addition to those stated elsewhere in this letter:

A. We express no opinion as to the legal enforceability of the Indenture, nor respecting compliance with any requirement of Utah or federal securities laws that may arise from the Indenture or the transactions contemplated therein.

B. We express no opinion herein as to the laws of any jurisdiction other than Utah. We express no opinion as to, and assume compliance with, any applicable federal or state securities laws. Our duties and responsibilities with respect to this opinion letter shall at all times and in all respects be governed by and construed in accordance with the internal laws of the State of Utah.

C. In rendering the opinions herein, we call attention to the fact that, although we have acted as special Utah counsel to Utah Guarantor in connection with this transaction, our engagement has been limited to specific matters about which we have been consulted, and there may be matters of a legal nature involving Utah Guarantor about which we have not been consulted and in connection with which we have not represented Utah Guarantor.

This opinion is rendered as of the effective date set forth above, and we express no opinion as to circumstances or events which may occur subsequent to such date. We understand that you will rely as to matters of Utah law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Utah law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Utah law, as applicable, upon this opinion.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Reynolds Group Hodings Limited, et al.

December 19, 2012

Page 5 of 5

Very truly yours,

JONES WALDO HOLBROOK & McDONOUGH PC

/s/ Jones, Waldo, Holbrook & McDonough, P.C.

EX-10.1.78

EXHIBIT 10.1.78

EXECUTION VERSION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of September 28, 2012 (this “Amendment and Assumption Agreement” or “Agreement”), related to the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”; and as amended and restated by this Amendment and Assumption Agreement, the “Third Amended and Restated Credit Agreement”), by and among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Reynolds Group Holdings Limited (“Holdings”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

A. Pursuant to the terms of the Existing Credit Agreement, (a) the Tranche B Term Lenders (as defined therein) made to the U.S. Term Borrowers (as defined therein) Tranche B Term Loans (as defined therein), (b) the Tranche C Term Lenders (as defined therein) made to the U.S. Term Borrowers (as defined therein) Tranche C Term Loans (as defined therein) and (c) the European Term Lenders (as defined therein) made to the European Term Borrowers (as defined therein) European Term Loans (as defined therein and, together with the Tranche B Term Loans and the Tranche C Term Loans outstanding immediately prior to the Third Restatement Date (as defined below), the “Existing Outstanding Term Loans”).

B. Pursuant to Section 9.21 of the Third Amended and Restated Credit Agreement, Holdings wishes to designate each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. as a Borrower.

C. Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. have, as of the date hereof, each satisfied the requirements set out in Section 9.21 of the Third Amended and Restated Credit Agreement (including, delivery by each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. of a Borrowing Subsidiary Agreement, dated as of the date hereof, to the Administrative Agent), and therefore, each of Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. is designated as a Borrower pursuant to the terms of the Third Amended and Restated Credit Agreement.

D. Holdings and the U.S. Term Borrowers (which term shall include, for the avoidance of doubt, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l.) have requested that the U.S. Term Lenders commit to make Incremental Term Loans to the U.S. Term Borrowers in an aggregate principal amount not in excess of $2,235,000,000 (the “Incremental U.S. Term Loans”). Holdings and the European Term Borrowers (together with the U.S. Term Borrowers, the “New Incremental Term Borrowers”) have requested that the European Term Lenders (together with the U.S. Term Lenders, the “New Incremental Term Lenders”) commit to make Incremental Term Loans to the European Term Borrowers (which term shall include, for the avoidance of doubt, Beverage Packaging Holdings (Luxembourg) III S.à r.l.) in an aggregate principal amount not in excess of €300,000,000 (the “Incremental European Term Loans” and, together with the Incremental U.S. Term Loans, the “New Incremental Term Loans”). The proceeds of the New Incremental Term Loans, together with funds otherwise available to Holdings and its Subsidiaries, will be used to prepay in full the Existing Outstanding Term Loans, and may also be used to pay all accrued interest thereon and other amounts, if any, payable with respect thereto and fees and expenses in connection with the foregoing (collectively, the “Transactions”) and for other general corporate purposes of Holdings and the Subsidiaries, including repayment of Revolving Loans, if any.

E. Holdings and the Borrowers have further requested that the Required Lenders (as defined in the Existing Credit Agreement) agree to the amendments to the Existing Credit Agreement provided for herein.

F.(i) The New Incremental Term Lenders are willing to make the New Incremental Term Loans to the New Incremental Term Borrowers and (ii) the New Incremental Term Lenders and the Required Lenders are willing to agree to the amendments to the Existing Credit Agreement provided for herein, in each case on the terms set forth herein and in the Third Amended and Restated Credit Agreement and subject to the conditions set forth herein.

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G. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Third Amended and Restated Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. The rules of construction set forth in Section 1.02 of the Existing Credit Agreement shall apply mutatis mutandis to this Amendment and Assumption Agreement. This Amendment and Assumption Agreement shall be a “Loan Document” and, to the extent it relates to the making of Incremental Term Loans of one or more Classes, an “Incremental Assumption Agreement” with respect to each such Class for all purposes of the Third Amended and Restated Credit Agreement and the other Loan Documents.

SECTION 2. Amendments to Credit Agreement. Effective as of the Third Restatement Date, the Existing Credit Agreement, together with all Schedules, Exhibits and other attachments thereto, is hereby amended and restated to be in the form of Annex A.

SECTION 3. Incremental Term Loans. (a) Each U.S. Term Lender agrees, severally and not jointly, to make, on the Third Restatement Date, a New Incremental Term Loan to the applicable New Incremental Term Borrowers in Dollars and in a principal amount not to exceed the amount set forth next to such U.S. Term Lender’s name on Schedule I (the “Incremental U.S. Term Loan Commitments”). Each European Term Lender agrees, severally and not jointly, to make, on the Third Restatement Date, a New Incremental Term Loan to the applicable New Incremental Term Borrowers in Euro and in a principal amount not to exceed the amount set forth next to such European Term Lender’s name on Schedule I (the “Incremental European Term Loan Commitments” and, together with the Incremental U.S. Term Loan Commitments, the “New Incremental Term Loan Commitments”). The New Incremental Term Loan Commitments and the New Incremental Term Loans of each Class shall have the terms set forth for Term Loan Commitments and Term Loans of such Class in the Third Amended and Restated Credit Agreement.

(b) The New Incremental Term Loan Commitment of each New Incremental Term Lender shall automatically terminate upon the making of the New Incremental Term Loan by such New Incremental Term Lender on the Third Restatement Date.

(c) The proceeds of the New Incremental Term Loans are to be used solely for the purposes set forth in Recital D of this Amendment and Assumption Agreement.

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(d) Notwithstanding anything to the contrary in the Existing Credit Agreement and the Third Amended and Restated Credit Agreement (and notwithstanding the limitations set forth in Section 2.23 therein) the Required Lenders hereby consent to the making of the New Incremental Term Loans on the Third Restatement Date.

SECTION 4. Conditions Precedent to Borrowing of New Incremental Term Loans and Effectiveness of Amendment. The effectiveness of this Amendment and Assumption Agreement, and the obligations of the New Incremental Term Lenders to make the New Incremental Term Loans hereunder shall be subject to the satisfaction of the following conditions precedent (the date (which must be a Business Day) on which such conditions precedent are satisfied or waived and the New Incremental Term Loans are funded being referred to herein as the “Third Restatement Date”):

(a) The Administrative Agent shall have received a Borrowing Request with respect to the New Incremental Term Loans (which Borrowing Request may be given at any time prior to 10:00 a.m., New York City time, on the Business Day immediately prior to the Third Restatement Date).

(b) The Administrative Agent shall have received counterparts of this Amendment and Assumption Agreement that, when taken together, bear the signatures of (i) each Loan Party, (ii) the Administrative Agent, (iii) the Required Lenders and (iv) each New Incremental Term Lender.

(c) Subject to the Agreed Securities Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, on the Third Restatement Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Third Amended and Restated Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings.

(d) Subject to the Agreed Security Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative Agent for each Loan Party that is not a Limited Loan Party.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Third Restatement Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the New Incremental Term Borrowers hereunder or the other Borrowers under any other Loan Document.

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(f) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Amendment No. 6 Effective Date), in each case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other provisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Transactions and such other modifications that are reasonably satisfactory to Holdings and the Administrative Agent.

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment and Assumption Agreement, each Loan Party party hereto represents and warrants to the Administrative Agent and each of the Lenders (including the New Incremental Term Lenders), with respect to itself, that, as of the Third Restatement Date, this Amendment and Assumption Agreement has been duly authorized, executed and delivered by such Loan Party, and, subject to the Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule II, constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The Third Amended and Restated Credit Agreement, subject to the Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule II, constitutes a legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with its terms.

SECTION 6. Effect of Amendment and Restatement. The Third Amended and Restated Credit Agreement shall, except as otherwise expressly set forth herein or therein, supersede the Existing Credit Agreement from and after the Third Restatement Date. Except as expressly set forth herein or in the Third Amended and Restated Credit Agreement, neither this Amendment and Assumption Agreement, nor the Third Amended and Restated Credit Agreement, shall by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. Except as expressly provided for herein with respect to the Transactions, none of (i) this Amendment and Assumption Agreement, (ii) the

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Third Amended and Restated Credit Agreement or (iii) any other Loan Document executed and delivered in connection herewith shall constitute a novation, payment and reborrowing or complete or partial termination of the Bank Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Third Restatement Date. Subject to the limitations set forth in Schedule II, the Liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Bank Obligations under the Existing Credit Agreement are in all respects continuing and in full force and effect with respect to all Bank Obligations. After the date hereof, any reference in any Loan Document to the Existing Credit Agreement shall be deemed to refer without further amendment to the Third Amended and Restated Credit Agreement.

SECTION 7. Consent. Each Loan Party (solely in the case of the Limited Loan Parties subject to the limitations set forth in Schedule II) hereby consents to this Amendment and Assumption Agreement and the transactions contemplated hereby.

SECTION 8. Post-Effective Matters. Within the time periods set forth in Schedule III or such later date as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties identified on Schedule III shall enter into, subject to the Agreed Security Principles, all agreements and do all things required to be entered into and done by them as set forth in Schedule III, with each such required agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 10. Counterparts. This Amendment and Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment and Assumption Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 11. Applicable Law. THIS AMENDMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING

6

OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT AND ASSUMPTION AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ASSUMPTION AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

SECTION 13. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and Assumption Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent, any Collateral Agent and any Lender under this Amendment and Assumption Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment and Assumption Agreement shall affect any right that the Administrative Agent, the Collateral Agents or any Lender may otherwise have to bring any action or proceeding relating to this Amendment and Assumption Agreement against any Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment and Assumption Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Amendment and Assumption Agreement irrevocably, to the extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 9.01 of the Third Amended and Restated Credit Agreement. Nothing in this Amendment and Assumption Agreement will affect the right of any party to this Amendment and Assumption Agreement to serve process in any other manner permitted by law.

7

(d) Each Loan Party hereby irrevocably designates and appoints RGHI as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Amendment and Assumption Agreement that may be instituted by the Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to RGHI, with written notice of said service to such Loan Party at the address set forth in Section 9.01 of the Third Amended and Restated Credit Agreement shall be effective service of process for any action, suit or proceeding brought in any such court.

SECTION 14. Headings. The headings of this Amendment and Assumption Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 15. Austrian Stamp Duty, Etc. The parties hereto agree that the provisions of Sections 9.19 (Place of Performance) and 9.20 (Austrian Stamp Duty) of the Third Amended and Restated Credit Agreement and the provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian Stamp Duty) of the First Lien Intercreditor Agreement shall apply to this Amendment and Assumption Agreement as if incorporated herein mutatis mutandis.

[Remainder of page intentionally left blank]

8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

REYNOLDS GROUP HOLDINGS LIMITED
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Authorised Signatory
and witnessed by /s/ Karen Mower

Name:	Karen Mower
Address:	Sydney, Australia
Occupation:	Lawyer

[SIGNATURE PAGE TO AMENDMENT NO. 7]

REYNOLDS GROUP HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary

[SIGNATURE PAGE TO AMENDMENT NO. 7]

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Australia

Signed, sealed and delivered by WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659) by the party’s attorney pursuant to power of attorney dated September 3, 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
/s/ Karen Mower Name of Witness		Cindi Lefari Name of Attorney

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Austria

SIG AUSTRIA HOLDING GMBH
By:	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

SIG COMBIBLOC GMBH & CO. KG REPRESENTED BY ITS GENERAL PARTNER SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Brazil

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By	/s/ Chiara Brophy
	Name:	Chiara Brophy
	Title:	Attorney in Fact

SIG BEVERAGES BRASIL LTDA.
By	/s/ Chiara Brophy
	Name:	Chiara Brophy
	Title:	Attorney in Fact

SIG COMBIBLOC DO BRASIL LTDA.
By	/s/ Ricardo Lança Rodriguez
	Name:	Ricardo Lança Rodriguez
	Title:	General Director
By	/s/ Rodrigo Dasur Salomào
	Name:	Rodrigo Dasur Salomào
	Title:	Director of Finance

[SIGNATURE PAGE TO AMENDMENT NO. 7]

British Virgin Islands

CSI LATIN AMERICAN HOLDINGS CORPORATION
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Canada

EVERGREEN PACKAGING CANADA LIMITED
By	/s/ Thomas J. Degnan
	Name:	Thomas J. Degnan
	Title:	Authorized Signatory
By	/s/ Allen P. Hugli
	Name:	Allen P. Hugli
	Title:	Authorized Signatory
PACTIV CANADA INC.
By	/s/ Thomas J. Degnan
	Name:	Thomas J. Degnan
	Title:	Authorized Signatory
By	/s/ Allen P. Hugli
	Name:	Allen P. Hugli
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Costa Rica

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

SIG BEVERAGES GERMANY GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
SIG COMBIBLOC GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
SIG COMBIBLOC SYSTEMS GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

SIG EURO HOLDING AG & CO. KGAA
towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG, acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as a representative without power of attorney (Veritreter ohne Vertretungsmacht) subject to the subsequent ratification and approval of its action by the supervisory board (Aufsichtsrat) and under exclusion of any personal liability
	/s/ Rolf Stangl
	Name:	Rolf Stangl
	Title:	Chairman of the supervisory board
SIG INFORMATION TECHNOLOGY GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Germany

SIG BETEILIGUNGS GMBH
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 7]

Channel Islands

SIG ASSET HOLDINGS LTD.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

Hong Kong

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney
EVERGREEN PACKAGING (HONG KONG) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney
SIG COMBIBLOC LIMITED
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney

Hungary

CSI HUNGARY KFT.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney

Japan

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Attorney

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorised Signatory
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorised Signatory

Mexico

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

Mexico

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

Mexico

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Its authorized representative: Attorney
EVERGREEN PACKAGING INTERNATIONAL B.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Its authorized representative: Attorney
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Its authorized representative: Attorney
REYNOLDS PACKAGING INTERNATIONAL B.V.
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Its authorized representative: Attorney

New Zealand

WHAKATANE MILL LIMITED
By	/s/ Karen M. Mower
	Name:	Karen M. Mower
	Title:	Authorized Signatory

and witnessed by
	/s/ Jennie Blizard
	Name:	Jennie Blizard
	Address:	Lawyer
	Occupation: Sydney, Australia

Switzerland

SIG ALLCAP AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney
SIG COMBIBLOC GROUP AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

Switzerland

SIG TECHNOLOGY AG
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

Thailand

SIG COMBIBLOC LIMITED
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Attorney

United Kingdom

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
IVEX HOLDINGS, LTD.
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
KAMA EUROPE LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
OMNI-PAC U.K. LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney

United Kingdom

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
SIG COMBIBLOC LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
SIG HOLDINGS (UK) LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney
THE BALDWIN GROUP LIMITED
By	/s/ Karen M. Mower
	Name:	Karen Michelle Mower
	Title:	Attorney

United States

BAKERS CHOICE PRODUCTS, INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
BLUE RIDGE HOLDING CORP.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
BRPP, LLC
BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
BLUE RIDGE PAPER PRODUCTS INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary

United States

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
CSI MEXICO LLC
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
CSI SALES & TECHNICAL SERVICES INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary
EVERGREEN PACKAGING INC.
By	/s/ John C. Pekar
	Name:	John C. Pekar
	Title:	Assistant Secretary
EVERGREEN PACKAGING INTERNATIONAL (US) INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

EVERGREEN PACKAGING USA INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GPACSUB LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GPC CAPITAL CORP. I
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GPC CAPITAL CORP. II
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GPC HOLDINGS LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

GPC OPCO GP LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GPC SUB GP LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING ACQUISITION CORP.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING COMPANY INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING COMPANY, L.P. BY: GPC OPCO GP LLC, its General Partner
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

GRAHAM PACKAGING GP ACQUISITION LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
BY: BCP/GRAHAM HOLDINGS L.L.C., its General Partner
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING LC, L.P.
BY: GRAHAM PACKAGING GP ACQUISITION LLC, its General Partner
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING LP ACQUISITION LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING MINSTER LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PX COMPANY
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PX HOLDING CORPORATION
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING PX, LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary

United States

GRAHAM PACKAGING REGIOPLAST STS INC.
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
GRAHAM RECYCLING COMPANY, L.P.
BY: GPC SUB GP LLC, its General Partner
By	/s/ Joseph B. Hanks
	Name:	Joseph B. Hanks
	Title:	Vice President and Secretary
NEWSPRING INDUSTRIAL CORP.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
PACTIV GERMANY HOLDINGS, INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President

United States

PACTIV INTERNATIONAL HOLDINGS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
PACTIV LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
PACTIV MANAGEMENT COMPANY LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
PCA WEST INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President

United States

PRAIRIE PACKAGING, INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
PWP INDUSTRIES, INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President
RENPAC HOLDINGS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
REYNOLDS CONSUMER PRODUCTS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary

United States

REYNOLDS FLEXIBLE PACKAGING INC.
By	/s/ Joseph E. Doyle
	Name:	Joseph E. Doyle
	Title:	Vice President and Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
By	/s/ Joseph E. Doyle
	Name:	Joseph E. Doyle
	Title:	Vice President and Assistant Secretary
REYNOLDS GROUP ISSUER INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary

United States

REYNOLDS GROUP ISSUER LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
REYNOLDS MANUFACTURING, INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
REYNOLDS PACKAGING HOLDINGS LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Vice President and Secretary
REYNOLDS PACKAGING KAMA INC.
By	/s/ Joseph E. Doyle
	Name:	Joseph E. Doyle
	Title:	Vice President and Assistant Secretary
REYNOLDS PACKAGING LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary

United States

REYNOLDS PRESTO PRODUCTS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary
REYNOLDS SERVICES INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary
SIG COMBIBLOC INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary
SIG HOLDING USA, LLC
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Assistant Secretary
SOUTHERN PLASTICS, INC.
By	/s/ Stephanie Blackman
	Name:	Stephanie Blackman
	Title:	Secretary

United States

ULTRA PAC, INC.
By	/s/ Joseph E. Doyle
	Name:	Joseph E. Doyle
	Title:	Vice President and Assistant Secretary

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent,
by	/s/ Robert Hetu
	Name:	Robert Hetu
	Title:	Managing Director
By	/s/ Kevin Buddhdew
	Name:	Kevin Buddhdew
	Title:	Associate

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	One Wall Street CLO II LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Pacifica CDO V LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Pacifica CDO VI LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Prospero CLO II B.V.
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	US Bank Loan Fund (M) Master Trust
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Veritas CLO II, LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Westwood CDO I LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Westwood CDO II LTD
		By:	Alcentra NY, LLC, as investment advisor
		by	/s/ Frank Longobardi
			Name:	Frank Longobardi
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AMMC CLO IX, LIMITED
		By:	American Money Management Corp., as Collateral Manager
		by	/s/ Chester M. Eng
			Name:	Chester M. Eng
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AMMC CLO VI, LIMITED
		By:	American Money Management Corp., as Collateral Manager
		by	/s/ Chester M. Eng
			Name:	Chester M. Eng
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AMMC CLO X, LIMITED
		By:	American Money Management Corp., as Collateral Manager
		by	/s/ Chester M. Eng
			Name:	Chester M. Eng
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AMMC CLO XI, LIMITED
		By:	American Money Management Corp., as
			Collateral Manager
		by	/s/ Chester M. Eng
			Name:	Chester M. Eng
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AMMC VII, LIMITED
		By:	American Money Management Corp., as
			Collateral Manager
		by	/s/ Chester M. Eng
			Name:	Chester M. Eng
			Title:	Senior Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LeverageSource V S.A.R.L.
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Class A Manager
For any Lender requiring a second signature line:
		by	/s/ Laurent Ricci
			Name:	Laurent Ricci
			Title:	Class B Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ARES IIIR/IVR CLO LTD.
ARES IIIR/IVR CLO LTD.
BY:   ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER
BY:   ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:  ARES VR CLO LTD.

ARES VR CLO LTD.

BY:  ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER

BY:  ARES CLO GP VR, LLC, ITS GENERAL PARTNER

By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES VIR CLO LTD.
ARES VIR CLO LTD.
BY:	ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
BY:	ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XI CLO LTD.
ARES XI CLO LTD.
BY:	ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XI, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XII CLO LTD.
ARES XII CLO LTD.
BY:	ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XII, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Ares NF CLO XIII Ltd
Ares NF CLO XIII Ltd
BY:	Ares NF CLO XIII Management, L.P., its collateral manager
BY:	Ares CLO XIII Management LLC, its general partner
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Ares NF CLO XIV Ltd
Ares NF CLO XIV Ltd
BY:	Ares NF CLO XIV Management, L.P., its collateral manager
BY:	Ares NF CLO XIV Management LLC, its general partner
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Ares NF CLO XV Ltd
Ares NF CLO XV Ltd
BY:	Ares NF CLO XV Management, L.P., its collateral manager
BY:	Ares NF CLO XV Management LLC, its general partner
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XVI CLO LTD.
ARES XVI CLO LTD.
BY:	ARES CLO MANAGEMENT XVI, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XVI, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XX CLO LTD.
ARES XX CLO LTD.
BY:	ARES CLO MANAGEMENT XX, L.P., ITS INVESTMENT MANAGER
BY:	ARES CLO GP XX, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XXI CLO LTD.
ARES XXI CLO LTD.
BY:	ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER
BY:	ARES CLO GP XXI, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XXII CLO LTD.
ARES XXII CLO LTD.
BY:	ARES CLO MANAGEMENT XXII, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XXII, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XXIII CLO LTD.
ARES XXIII CLO LTD.
BY:	ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES XXIV CLO LTD.
ARES XXIV CLO LTD.
BY:	ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER
BY:	ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES SENIOR LOAN TRUST
ARES SENIOR LOAN TRUST
BY:	ARES SENIOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY:	ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
BY:	ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER
BY:	ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
BY:	ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT MANAGEMENT II, LLC, ITS MANAGER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

BY:	ARES ENHANCED LOAN MANAGEMENT IR L.P., AS PORTFOLIO MANAGER
BY:	ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
BY:	ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER
BY:	ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
BY:	ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER
BY:	ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: FUTURE FUND BOARD OF GUARDIANS
FUTURE FUND BOARD OF GUARDIANS
BY:	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB ACCOUNT)
BY:	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: FUTURE FUND BOARD OF GUARDIANS
FUTURE FUND BOARD OF GUARDIANS
BY:	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ASIP II SUB-ACCOUNT)
BY:	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: WELLPOINT, INC.
WELLPOINT, INC.
BY:	ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY:	ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GLOBAL LOAN OPPORTUNITY FUND B.V.
GLOBAL LOAN OPPORTUNITY FUND B.V.
BY:	ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: COMMUNITY INSURANCE COMPANY
COMMUNITY INSURANCE COMPANY
BY:	ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER
BY:	ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES INSTITUTIONAL LOAN FUND B.V.
ARES INSTITUTIONAL LOAN FUND B.V.
BY:	ARES MANAGEMENT LIMITED, AS MANAGER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND

SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND

BY:	ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES STRATEGIC INVESTMENT PARTNERS LTD.
ARES STRATEGIC INVESTMENT PARTNERS LTD.
BY:	ARES STRATEGIC INVESTMENT MANAGEMENT LLC, AS INVESTMENT MANAGER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
BY:	ARES STRATEGIC INVESTMENT GP III, LLC, AS GENERAL PARTNER
By:	/s/ John Eanes
Name:	John Eanes
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES EUROPEAN CLO II B.V.
ARES EUROPEAN CLO II B.V.
BY:	ARES MANAGEMENT LIMITED, ITS MANAGER

By:	/s/ Francois Gauvin
Name:	Francois Gauvin
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: ARES EUROPEAN CLO III B.V.
ARES EUROPEAN CLO III B.V.
BY:	ARES MANAGEMENT LIMITED, ITS MANAGER
By:	/s/ Francois Gauvin
Name:	Francois Gauvin
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
		by	/s/ Michael P. McGonigle
			Name:	Michael P. McGonigle
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by:
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	BABSON CLO LTD. 2005-I
	BABSON CLO LTD. 2005-II
	BABSON CLO LTD. 2005-III
	BABSON CLO LTD. 2006-I
	BABSON CLO LTD. 2006-II
	BABSON CLO LTD. 2007-I
	BABSON CLO LTD. 2011-I
	BABSON CLO LTD. 2012-I
	BABSON CLO LTD. 2012-II
	BABSON MID-MARKET CLO LTD. 2007-II
	CLEAR LAKE CLO, LTD.
	SAPPHIRE VALLEY CDO I, LTD.
	ST. JAMES RIVER CLO, LTD.
	SUMMIT LAKE CLO, LTD.
	By: Babson Capital Management LLC as Collateral Manager
	by	/s/ Casey McKinney
		Name:	Casey McKinney
		Title:	Director
	BABSON CAPITAL FLOATING RATE INCOME MASTER FUND, L.P.
	BABSON CAPITAL GLOBAL LOANS LIMITED
	By: Babson Capital Management LLC as Investment Manager
	by	/s/ Casey McKinney
		Name:	Casey McKinney
		Title:	Director
	ARROWOOD INDEMNITY COMPANY
	ARROWOOD INDEMNITY COMPANY AS
	ADMINISTRATOR OF THE PENSION PLAN OF
	ARROWOOD INDEMNITY COMPANY

BILL & MELINDA GATES FOUNDATION
TRUST
C.M. LIFE INSURANCE COMPANY
CASCADE INVESTMENT L.L.C.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
STATE INVESTMENT BOARD OF NORTH
DAKOTA
By Babson Capital Management LLC as Investment Adviser
by	/s/ Casey McKinney
	Name:	Casey McKinney
	Title:	Director
SC PRO LOAN II LIMITED
SWISS CAPITAL PRO LOAN III PLC
By: Babson Capital Management LLC as Sub-Manager
by	/s/ Casey McKinney
	Name:	Casey McKinney
	Title:	Director
DIAMOND LAKE CLO, LTD.
By: Babson Capital Management LLC as Collateral Servicer
by	/s/ Casey McKinney
	Name:	Casey McKinney
	Title:	Director
NETT LOAN FUND, LTD.
By: Babson Capital Management LLC as Portfolio Manager
by	/s/ Casey McKinney
	Name:	Casey McKinney
	Title:	Director
XELO VII LIMITED
By Babson Capital Management LLC as Sub-Advisor
by	/s/ Casey McKinney
	Name:	Casey McKinney
	Title:	Director

JFIN CLO 2007 LTD.
By: Jefferies Finance LLC as Collateral Manager
by	/s/ Kevin Stephens
	Name:	Kevin Stephens
	Title:	Closing Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Barclays Bank PLC
		by	/s/ Gerard Jordan
			Name:	Gerard Jordan
			Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	BEACON HILL FUNDING
		by	/s/ Richard Taylor
			Name:	Richard Taylor
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by:	N/A
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	BNP Paribas Flexi III Senior Secured Bank Loan Fund Mogliano
		by	/s/ Javier Peres Diaz
			Name:	Javier Peres Diaz
			Title:	Portfolio Manager
For any Lender requiring a second signature line:
		by:	/s/ Vanessa Ritter
			Name:	Vanessa Ritter
			Title:	Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Global Credit Return Fund N.V. (in relation to the Series 2009-1 Notes)
		by	/s/ Javier Peres Diaz
			Name:	Javier Peres Diaz
			Title:	Portfolio Manager
For any Lender requiring a second signature line:
		by	/s/ Vanessa Ritter
			Name:	Vanessa Ritter
			Title:	Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	BATTALION CLO 2007-I, LTD.
	By:	BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Big River Group Fund SPC Limited
	By:	BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Birch Capital Fund SPC Limited-Bond Segregated Portfolio
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Brigade Credit Fund II, LTD.
	By:	BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Los Angeles County Employees Retirement Association/Brigade
	By:	BRIGADE CAPITAL MANAGEMENT, LLC
		As Investment Manager
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	OCA Brigade Credit Fund II LLC
	By:	BRIGADE CAPITAL MANAGEMENT, LLC
		As Investment Manager
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Russell Investment Company Russell Multi-Strategy Alternative Fund
		by	/s/ Peter Park
			Name:	Peter Park
			Title:	Associate
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Carlyle Arnage CLO, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Carlyle Azure CLO, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Carlyle Bristol CLO, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Carlyle Veyron CLO, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Foothill CLO I, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Mountain Capital CLO IV, Ltd.
		by	/s/ Linda Pace
			Name:	Linda Pace
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Mountain Capital CLO V Ltd.
	by	/s/ Linda Pace
		Name:	Linda Pace
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	CHGO LOAN FUNDING LTD.
Name of Lender:	By: Chicago Fundamental Investment Partners,
	LLC, as Collateral Manager
		/s/ Steven J. Novatney
		Name:	Steven J. Novatney
		Title:	General Counsel & CCO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: LSR Loan Funding LLC
	By:	Citibank N.A.
	by	/s/ Tina Tran
		Name:	Tina Tran
		Title:	Associate Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: KIL Loan Funding, LLC
	By:	Citibank N.A.
	by	/s/ Tina Tran
		Name:	Tina Tran
		Title:	Associate Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	DUANE STREET CLO IV, LTD.
	By:	Citigroup Alternative Investments LLC,
	As Collateral Manager
		by	/s/ Roger Yee
			Name:	Roger Yee
			Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	DUANE STREET CLO III, LTD.
	By: Citigroup Alternative Investments LLC,
	As Collateral Manager
		by	/s/ Roger Yee
			Name:	Roger Yee
			Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	REGATTA FUNDING LTD.
	By: Citigroup Alternative Investments LLC, attorney-in-fact
		by	/s/ Roger Yee
			Name:	Roger Yee
			Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LMP Corporate Loan Fund, Inc.
	By: Citi Alternative Investments LLC
		by	/s/ Roger Yee
			Name:	Roger Yee
			Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: CoBank, ACB
	by	/s/ Hal Nelson
		Name:	Hal Nelson
		Title:	Vice President
For any Lender requiring a second signature line:
	by:
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Cent CDO 12 Limited
	By: Columbia Management Investment Advisers,
	LLC As Collateral Manager
	by	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Assistant Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Cent CDO 14 Limited
		By:	Columbia Management Investment Advisers, LLC
			As Collateral Manager
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Cent CDO 15 Limited
		By:	Columbia Management Investment Advisers, LLC
			As Collateral Manager
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Cent CDO XI Limited
		By:	Columbia Management Investment Advisers, LLC
			As Collateral Manager
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Cent CLO 16, L.P
		By:	Columbia Management Investment Advisers, LLC
			As Collateral Manager
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Centurion CDO 9 Limited
		By:	Columbia Management Investment Advisers, LLC
			As Collateral Manager
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Assistant Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Columbia Variable Portfolio – Strategic Income Fund, a series of Columbia Funds Variable Insurance Trust
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	RiverSource Life Insurance Company
		by	/s/ Robin C. Stancil
			Name:	Robin C. Stancil
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: BENTHAM WHOLESALE SYNDICATED LOAN FUND
By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
	by	/s/ Louis Farano
		Name:	Louis Farano
		Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: MADISON PARK FUNDING I, LTD.
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: ATRIUM IV
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: CASTLE GARDEN FUNDING
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: MADISON PARK FUNDING II, LTD.
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: ATRIUM V
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: MADISON PARK FUNDING III, LTD.
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: MADISON PARK FUNDING IV, LTD.
	By: Credit Suisse Asset Management, LLC, as collateral manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: MADISON PARK FUNDING V, LTD.
	By: Credit Suisse Asset Management, LLC, as collateral manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: MADISON PARK FUNDING VI, LTD.
	By: Credit Suisse Asset Management, LLC, as collateral manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD.
	By: Credit Suisse Asset Management, LLC, as investment manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: QUALCOMM GLOBAL TRADING, INC.
	By: Credit Suisse Asset Management, LLC, as investment manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: AUSTRALIANSUPER
	By: Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: MADISON PARK FUNDING VII, LTD.
	By: Credit Suisse Asset Management, LLC, as portfolio manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: ATRIUM VII
	By: Credit Suisse Asset Management, LLC, as portfolio manager
by	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: CREDIT SUISSE LOAN FUNDING LLC
by	/s/ Robert Healey
	Name:	Robert Healey
	Title:	Authorized Signatory
by	/s/ Michael Wotanowski
	Name:	Michael Wotanowski
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CDO II
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CDO III
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CDO IV
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS QUATTRO CDO
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CDO V
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CINCO CDO
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	APIDOS CLO VIII
		By:	Its Collateral Manager CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ACA CLO 2006-1 LTD
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ACA CLO 2006-2 LTD
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ACA CLO 2007-1 LTD
		By:	Its Investment Advisor CVC Credit Partners, LLC
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	SIERRA CLO II LTD
		By:	Its Collateral Manager CVC Credit Partners, LLC
		On behalf of Resource Capital Asset Management
		(RCAM)
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	SHASTA CLO I LTD
		By:	Its Collateral Manager CVC Credit Partners, LLC
		On behalf of Resource Capital Asset Management
		(RCAM)
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	SAN GABRIEL ACA CLO I LTD
		By:	Its Collateral Manager CVC Credit Partners, LLC
		On behalf of Resource Capital Asset Management
		(RCAM)
		by	/s/ Vincent Ingato
			Name:	Vincent Ingato
			Title:	MD/PM
For any Lender requiring a second signature line:
		by	n/a
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Flagship CLO V
By: Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Flagship CLO VI
By:	Deutsche Investment Management Americas, Inc.
	As Collateral Manager
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
DWS Floating Rate Fund
By:	Deutsche Investment Management Americas, Inc.
	Investment Advisor
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
DWS Short Duration Fund
By:	Deutsche Investment Management Americas, Inc.
	Investment Advisor
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
MT. WHITNEY SECURITIES INC., as Assignee
By:	Deutsche Investment Management Americas, Inc.
	As Manager
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
DWS Ultra-Short Duration Fund
By:	Deutsche Investment Management Americas, Inc.
	Investment Advisor
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
DWS Ultra-Short Duration Fund
By:	Deutsche Investment Management Americas, Inc.
	Investment Advisor
By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director
For any Lender requiring a second signature line:
By:	/s/ Paula Penkal
Paula Penkal
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Deutsche Bank AG New York Branch
By:		DB Services New Jersey, Inc.
	by	/s/ Christine LaMonaca
		Name:	Christine LaMonaca
		Title:	Assistant Vice President
	by	/s/ Angeline Quintana
		Name:	Angeline Quintana
		Title:	Assistant Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

TRS HY FNDS LLC
By:	Deutsche Bank AG Cayman islands Branch, its sole member
By:	DB Services New Jersey, Inc.
	by	/s/ Christine LaMonaca
		Name:	Christine LaMonaca
		Title:	Assistant Vice President
	by	/s/ Angeline Quintana
		Name:	Angeline Quintana
		Title:	Assistant Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Doral CLO I, Ltd.
	by	/s/ John Finan
		Name:	John Finan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Doral CLO II Ltd.
	by	/s/ John Finan
		Name:	John Finan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AGF Floating Rate Income Fund
		By:	Eaton Vance Management as Portfolio Manager
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance CDO IX Ltd.
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance CDO VIII, Ltd.
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance CDO X PLC
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Floating-Rate Income Trust
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Institutional Senior Loan Fund
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Limited Duration Income Fund
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Senior Floating-Rate Trust
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Senior Income Trust
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance Short Duration Diversified Income Fund
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Eaton Vance VT Floating-Rate Income Fund
		By:	Eaton Vance Management as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Grayson & Co
		By:	Boston Management and Research as Investment Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	MET Investors Series Trust –Met/Eaton Vance Floating Rate Portfolio
		By:	Eaton Vance Management as Investment Sub-Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Pacific Life Funds-PL Floating Rate Loan Fund
		By:	Eaton Vance Management as Investment Sub-Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Pacific Select Fund Floating Rate Loan Portfolio
		By:	Eaton Vance Management as Investment Sub-Advisor
		by	/s/ Michael Botthof
			Name:	Michael Botthof
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Senior Debt Portfolio
	By:	Boston Management and Research as Investment Advisor
	by	/s/ Michael Botthof
		Name: Michael Botthof
		Title: Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: FEDERATED BANK LOAN CORE FUND
	by	/s/ B. Anthony Delserone, Jr.
		Name: B. Anthony Delserone, Jr.
		Title: Vice President

Signature Page to 7^th Amendment to Reynolds Group Holdings, Inc.

Second Amended and Restated Credit Agreement.

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity Advisor Series I: Fidelity Advisor Floating Rate             High Income Fund
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity Advisor Series II: Fidelity Advisor Strategic             Income Fund
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity Central Investment Portfolios LLC: Fidelity             Floating Rate Central Fund
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity Floating Rate High Income Investment Trust,             for Fidelity Investments Canada ULC as Trustee of Fidelity             Floating Rate High Income Investment Trust
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity School Street Trust: Fidelity Strategic Income             Fund
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Fidelity Summer Street Trust: Fidelity Capital &             Income Fund
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Variable Insurance Products Fund V: Strategic Income             Portfolio
	by	/s/ Joseph Zambello
		Name: Joseph Zambello
		Title: Deputy Treasurer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		Advanced Series Trust – AST First Trust
		Balanced Target Portfolio
	By:	First Trust Advisors L.P., its investment manager
	by	/s/ William Housey
		Name:	William Housey
		Title:	Senior Portfolio Manager
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		Advanced Series Trust – AST First Trust
		Capital Appreciation Target Portfolio
	By:	First Trust Advisors L.P., its investment manager
	by	/s/ William Housey
		Name:	William Housey
		Title:	Senior Portfolio Manager
	For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		First Trust Senior Floating Rate Income Fund II
	By:	First Trust Advisors L.P., its investment manager
	by	/s/ William Housey
		Name:	William Housey
		Title:	Senior Portfolio Manager
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Nantucket CLO 1 Ltd.
	By: Fortis Investment Management USA, Inc. as Attorney-in-Fact
		/s/ Vanessa Ritter
		Name:	Vanessa Ritter
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Blue Shield of California
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Franklin CLO V, Ltd.
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Franklin CLO VI, Ltd.
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Muir Woods CLO, Ltd.
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Franklin Templeton Series II Funds – Franklin Floating Rate II Fund
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Franklin Templeton Limited Duration Income Trust
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Franklin Investors Securities Trust – Franklin Floating Rate Daily Access Fund
		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Asst. Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Franklin Templeton Total Return FDP Fund of FDP Series, Inc.
		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Asst. Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Met Investors Series Trust - Met/Franklin Low Duration Total Return Portfolio
		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Asst. Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Franklin Strategic Series - Franklin Strategic Income Fund
		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Asst. Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Franklin Investors Securities Trust - Franklin Total Return Fund
		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Asst. Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Franklin Strategic Income Fund (Canada)
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Franklin Templeton Variable Insurance Products Trust - Franklin Strategic Income Securities Fund
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Franklin Investors Securities Trust - Franklin Real Return Fund
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Franklin Investors Securities Trust - Franklin Low Duration Total Return Fund
	by	/s/ Madeline Lam
		Name:	Madeline Lam
		Title:	Asst. Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	Global Leveraged Capital Credit Opportunity
	Fund I
	By Global Leveraged Capital Management,
	LLC as Collateral Manager
		/s/ Michael Ferris
		Name:	Michael Ferris
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	N/A
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Swiss Capital Pro Loan III Plc
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name: Karen Weber
		Title: Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Laurelin B.V.
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Laurelin II B.V.
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GoldenTree Capital Opportunities, LP
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GoldenTree Loan Opportunities III, Limited
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GoldenTree Loan Opportunities IV, Limited
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GoldenTree Loan Opportunities V, Limited
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: GoldenTree Loan Opportunities VI, Limited
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: City Of New York Group Trust
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Health Net of California, Inc.
	By:	GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: SC Pro Loan II Limited
	By: GoldenTree Asset Management, LP
	by	/s/ Karen Weber
		Name:	Karen Weber
		Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Goldman Sachs Lending Partners LLC
	by	/s/ Michelle Latzoni
		Name:	Michelle Latzoni
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Greywolf CLO I, Ltd
	By:	Greywolf Capital Management LP, its Investment Manager
	by	/s/ Robert Miller
		Name:	Robert Miller
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC
	by	/s/ Kevin Owen                        /s/ Sinead Murphy
		Name:	Kevin Owen	Sinead Murphy
		Title:	Authorised Signatory	Authorised Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Torus Insurance Holdings Limited by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal
	by	/s/ Kaidi Huong
		Name:	Kaidi Huong
		Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Northrop Grumman Pension Master Trust by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal
	by	/s/ Kaidi Huong
		Name:	Kaidi Huong
		Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY By: Goldman Sachs Asset Manager, L.P., as Manager
	by	/s/ Kaidi Huong
		Name:	Kaidi Huong
		Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund by Goldman Sachs Asset Management, L.P. as investment advisor and not as principal
	by	/s/ Kaidi Huong
		Name:	Kaidi Huong
		Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		The Guardian Life Insurance Company of America
	by	/s/ Kevin Booth
		Name: Kevin Booth
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		RS FLOATING RATE FUND,
		By: Guardian Investors, LLC
	by	/s/ Kevin Booth
		Name: Kevin Booth
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Halcyon Structured Asset Management Long
Secured/Short Unsecured CLO 2006-1 LTD.
Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-1 LTD.
Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-3 LTD.
Halcyon Structured Asset Management Long Secured/Short Unsecured
2007-2 LTD.
Halcyon Loan Investors CLO I, LTD.
Halcyon Loan Investors CLO II, LTD.
HALCYON LOAN ADVISORS FUNDING 2012-1 LTD.
BACCHUS (U.S.) 2006-1 LTD.
	by	/s/ David Martino
		Name:	David Martino
		Title:	Controller
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Highbridge Loan Management 2012-1, Ltd. By: Highbridge Principal Strategies LLC, Its Investment Manager
	by	/s/ Jamie Donsky
		Name:	Jamie Donsky
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

		Highbridge Liquid Loan Opportunities Master Fund, L.P.
Name of Lender:		By: Highbridge Principal Strategies LLC,
		Its Investment Manager
	by	/s/ Jamie Donsky
		Name:	Jamie Donsky
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Aberdeen Loan Funding, Ltd
	By: Highland Capital Management, L.P. As Collateral Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Brentwood CLO, Ltd.
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Children’s Healthcare of Atlanta Inc.
	By: Highland Capital Management, L.P., As Investment Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Eastland CLO, Ltd.
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Grayson CLO, Ltd.
	By: Highland Capital Management, L.P. As Collateral Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Greenbriar CLO, LTD.
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Hewett’s Island CLO I-R, Ltd.
	By:	Acis Capital Management, LP, its Collateral Manager
	By:	Acis Capital Management GP, LLC, its general partner
	by	/s/ Carter Chism
		Name:	Carter Chism
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Highland Credit Opportunities CDO, Ltd.
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Highland Offshore Partners, L.P.
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Longhorn Credit Funding, LLC
	By: Highland Capital Management, L.P., As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Red River CLO, Ltd
	By: Highland Capital Management, L.P. As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Rockwall CDO II Ltd.
	By: Highland Capital Management, L.P.; As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Rockwall CDO LTD
	By: Highland Capital Management, L.P.; As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Stratford CLO, Ltd.
	By: Highland Capital Management, L.P. As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Westchester CLO, Ltd.
	By: Highland Capital Management, L.P. As Collateral Manager
	by	/s/ Carter Chism
		Name: Carter Chism
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
HillMark Funding, Ltd.
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender
By:	/s/ Mark Gold
Name:	Mark Gold
Title:	CEO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
Stoney Lane Funding I, Ltd.,
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender
By:	/s/ Mark Gold
Name:	Mark Gold
Title:	CEO

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: HSBC Bank USA, National Association
	By	/s/ Richard Jackson
		Name: Richard Jackson
		Title: Managing Director
For any Lender requiring a second signature line:
	By
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
ING Prime Rate Trust
By:	ING Investment Management Co. LLC,
	as its investment manager
ING Senior Income Fund
By:	ING Investment Management Co. LLC,
	as its investment manager
ING Floating Rate Fund
By:	ING Investment Management Co. LLC,
	as its investment manager
ISL Loan Trust
By:	ING Investment Management Co. LLC,
	as its investment advisor
ING (L) Flex – Senior Loans
By:	ING Investment Management Co. LLC,
	as its investment manager
ING Investment Trust Co. Plan for Employee
Benefit Investment Funds – Senior Loan Fund
By:	ING Investment Trust Co. as its trustee
IBM Personal Pension Plan Trust
By:	ING Investment Management Co. LLC,
	as its investment manager
ING Euro Loans Fund I, LLC
By:	ING Alternative Asset Management LLC,
	as its managing member
ING Investment Management CLO II, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
ING Investment Management CLO III, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
ING Investment Management CLO IV, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager

ING Investment Management CLO V, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
ING IM CLO 2011-1, Ltd.
By:	ING Alternative Asset Management LLC,
	as its portfolio manager
ING IM CLO 2012-1, Ltd.
By:	ING Alternative Asset Management LLC,
	as its portfolio manager
ING IM CLO 2012-2, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
Phoenix CLO I, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
Phoenix CLO II, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
Phoenix CLO III, LTD.
By:	ING Alternative Asset Management LLC,
	as its investment manager
By:	/s/ Romain Catois
Name:	Romain Catois, CFA
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Arrowood Indemnity Company
	By:	Invesco Senior Secured Management, Inc.
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Arrowood Indemnity Company, as administrator of The Pension Plan of Arrowood Indemnity Company
	By:	Invesco Senior Secured Management, Inc.
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AVALON CAPITAL LTD. 3
	By:	INVESCO Senior Secured Management, Inc.
		As Asset Manager
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	AVALON IV CAPITAL LTD.
	By:	Invesco Senior Secured Management, Inc. As Asset Manager
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	BELHURST CLO LTD.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Children’s Healthcare of Atlanta, Inc.
	By: Invesco Senior Secured Management, Inc. as Investment Manager
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	DIVERSIFIED CREDIT PORTFOLIO LTD.
	By:	INVESCO Senior Secured Management, Inc. as Investment Adviser
	by	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Van Kampen Dynamic Credit Opportunities Fund
	By: Invesco Senior Secured Management, Inc. as Sub-Adviser
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PowerShares Senior Loan Portfolio.
	By: Invesco Senior Secured Management, Inc. As Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	HUDSON CANYON FUNDING II, LTD
	By:	INVESCO Senior Secured Management, Inc.
		As Collateral Manager & Attorney In Fact
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Floating Rate Fund
	By:	INVESCO Senior Secured Management, Inc.
		As Sub-Adviser
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LIMEROCK CLO I
	By:	INVESCO Senior Secured Management, Inc.
		As Investment Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Medical Liability Mutual Insurance Company
	By: Invesco Advisers, Inc. as Investment Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Mezzano BV
	By: Invesco Asset Management Limited as Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	MOSELLE CLO S.A.
	By:	INVESCO Senior Secured Management, Inc.
		As Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Morgan Stanley Investment Management Croton, Ltd.
	By: Invesco Senior Secured Management, Inc. As Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	NAUTIQUE FUNDING LTD.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	MSIM Peconic Bay, Ltd.
	By: Invesco Senior Secured Management, Inc. As Collateral Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	QUALCOMM Global Trading Pte. Ltd.
	By: Invesco Senior Secured Management, Inc. as Investment Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	SARATOGA CLO I, LIMITED
	By:	INVESCO Senior Secured Management, Inc.
		As the Asset Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Van Kampen Senior Income Trust
	By: Invesco Senior Secured Management, Inc. as Sub-Adviser
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Van Kampen Senior Loan Fund
	By: Invesco Senior Secured Management, Inc. as Sub-Adviser
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	WASATCH CLO LTD
	By:	INVESCO Senior Secured Management, Inc. As Portfolio Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Invesco Zodiac Funds - Invesco US Senior Loan Fund
	By: Invesco Management S.A As Investment Manager
	by	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Jay Street Market Value CLO I Limited
	by	/s/ Paul Bradshaw
		Name: Paul Bradshaw
		Title: Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JPMorgan Strategic Income Opportunities Fund
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Remuda Capital Management, LTD
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Advanced Series Trust – AST High Yield Portfolio
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Presidential Life Insurance Company
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Pacholder High Yield Fund, Inc.
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Louisiana State Employees’ Retirement Systems
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: JPMorgan Leveraged Loans Master Fund, LP
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JPMorgan High Yield Fund
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: JPMorgan Floating Rate Income Fund
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Commingled Pension Trust Fund (High Yield) of
	JPMorgan Chase Bank, N.A.
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Advanced Series Trust: AST J.P. Morgan
	Strategic Opportunities Portfolio
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Hewitt EnnisKnupp, Inc.
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Unipension, High Yield Obligationer II
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	National Railroad Retirement Investment Trust
	by	/s/ William J. Morgan
		Name: William J. Morgan
		Title: Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LVIP-JP Morgan High Yield Fund
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JPMorgan Tax Aware High Income Fund
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JPMorgan Income Builder Fund
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Consumer Program Administrators Inc
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Berrysburg, Inc.
	by	/s/ William J. Morgan
		Name:	William J. Morgan
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JPMORGAN CHASE BANK, N.A.
	by	/s/ Peter Schoepe
		Name:	Peter Schoepe
		Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Kingsland II, Ltd.
	By: Kingsland Capital Management, LLC, as Manager
	by	/s/ Katherine Kim
		Name:	Katherine Kim
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Kingsland III, Ltd.
	By:	Kingsland Capital Management, LLC, as Manager
	by	/s/ Katherine Kim
		Name:	Katherine Kim
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Kingsland IV, Ltd.
	By:	Kingsland Capital Management, LLC, as Manager
	by	/s/ Katherine Kim
		Name:	Katherine Kim
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Kingsland V Ltd.
	By:	Kingsland Capital Management, LLC, as Manager
	by	/s/ Katherine Kim
		Name:	Katherine Kim
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ACE Tempest Reinsurance Ltd
	by	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	KKR FINANCIAL CLO 2007-1, LTD.
	by	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	APOSTLE LOOMIS SAYLES
	CREDIT OPPORTUNITIES FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P.,
		Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated,
		Its General Partner
	by	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	APOSTLE LOOMIS SAYLES
	SENIOR LOAN FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P.,
		Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated,
		Its General Partner
	by	/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	THE LOOMIS SAYLES
	SENIOR LOAN FUND, LLC,
	As Lender
	By:	Loomis, Sayles & Company, L.P.,
		Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated,
		Its General Partner
	by	/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	NATIXIS LOOMIS SAYLES
	SENIOR LOAN FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P.,
		Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated,
		Its General Partner
	by	/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	M&T Bank
	By	/s/ Kellie M. Matthews
		Name: Kellie M. Matthews
		Title: Administrative Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Meridian Bank
	by	/s/ James D. Nelsen
		Name: James D. Nelsen
		Title: SVP
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Metropolitan Life Insurance Company
		by	/s/ Matthew J. McInerny
			Name:	Matthew J. McInerny
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Venture IX CDO, Limited
		By:	its investment advisor, MJX Asset Management LLC
		by	/s/ John P. Calaba
			Name:	John P. Calaba
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Venture VI CDO Limited
		By:	its investment advisor, MJX Asset Management, LLC
		by	/s/ John P. Calaba
			Name:	John P. Calaba
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Venture VII CDO Limited
		By:	its investment advisor, MJX Asset Management, LLC
		by	/s/ John P. Calaba
			Name:	John P. Calaba
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Venture VIII CDO, Limited
		By:	its investment advisor, MJX Asset Management, LLC
		by	/s/ John P. Calaba
			Name:	John P. Calaba
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Venture X CLO, Limited
		By:	its investment advisor, MJX Asset Management, LLC
		by	/s/ John P. Calaba
			Name:	John P. Calaba
			Title:	Portfolio Manager
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Morgan Stanley Senior Funding, Inc.
		by	/s/ Adam Savarese
			Name:	Adam Savarese
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Airlie CLO 2006-I, Ltd.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint CLO IV, Ltd.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint CLO V, Ltd.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint CLO VII, Ltd.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint CLO VIII, Ltd.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint Pan-European CLO 2006 Plc.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LightPoint Pan-European CLO 2007-1 Plc.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Marquette US/European CLO, Plc.
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Maryland State Retirement and Pension System
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	NB Global Floating Rate Income Fund Limited
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender Neuberger Berman - Floating Rate Income Fund
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender Neuberger Berman Strategic Income Fund
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender Neuberger Berman Investment Funds Plc
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender NB Short Duration High Yield Fund
By Neuberger Berman Fixed Income LLC as collateral manager
	by	/s/ Colin Donlan
		Name:	Colin Donlan
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Name of Lender: NYLIM Flatiron CLO 2006-1 Ltd. By:
	New York Life Investment Management LLC, as Collateral
	Manager and Attorney-in-Fact
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: Flatiron CLO 2007-1 Ltd.
	By: New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: Silverado CLO 2006-II Limited
	By: New York Life Investment Management LLC,
	as Portfolio Manager and Attorney-in-Fact
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: Flatiron CLO 2011-1 Ltd.
	By: New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President

	Name of Lender: MainStay Floating Rate Fund,
	a series of MainStay Funds Trust
	By: New York Life Investment Management LLC, its
	Investment Manager
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: MainStay VP Floating Rate Portfolio,
	a series of MainStay VP Funds Trust
	By: New York Life Investment Management LLC,
	its Investment Manager
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: New York Life Insurance Company
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President
	Name of Lender: New York Life Insurance and Annuity
	Corporation
	By: New York Life Investment Management LLC,
	its Investment Manager
by	/s/ Peter Ra
	Name:	Peter Ra
	Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Virtus Multi-Sector Short Term Bond Fund
		by	/s/ Kyle Jennings
			Name:	Kyle Jennings
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Virtus Senior Floating Rate Fund
	by	/s/ Kyle Jennings
		Name:	Kyle Jennings
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	VVIT: Virtus Strategic Allocation Series
		by	/s/ Kyle Jennings
			Name:	Kyle Jennings
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Future Fund Board of Guardians
	By: Oak Hill Advisors, L.P., as its Investment Advisor
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: OHA CREDIT PARTNERS VI, LTD.
	By: Oak Hill Advisors, L.P. As its portfolio manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: OHA Finlandia Credit Fund
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: OHA Intrepid Leveraged Loan Fund, Ltd.
	By: Oak Hill Advisors, L.P., as its Portfolio Manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	OHA Park Avenue CLO I, Ltd.
	By:	Oak Hill Advisors, L.P., as Investment Manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Oregon Public Employees Retirement Fund
	By:	Oak Hill Advisors, L.P., as Investment Manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Oak Hill Credit Partners IV, Limited
	By:	Oak Hill CLO Management IV, LLC, as Investment Manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Oak Hill Credit Partners V, Limited
	By:	Oak Hill Advisors, L.P., as Portfolio Manager
	by	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Oak Hill European Credit Partners I plc
	By:	Oak Hill Advisors (Europe), LLP, as Portfolio Manager
	by	/s/ Richard Munn
		Name:	Richard Munn
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Oak Hill European Credit Partners II plc
	By:	Oak Hill Advisors (Europe), LLP, as Portfolio Manager
	by	/s/ Richard Munn
		Name:	Richard Munn
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ACE Tempest Reinsurance Ltd.
	By:	Oaktree Capital Management, L.P. Its: Investment Manager
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Arch Investment Holdings IV Ltd.
	By:	Oaktree Capital Management, L.P. Its: Investment Manager
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Oaktree Senior Loan Fund, L.P.
	By:	Oaktree Senior Loan Fund GP, L.P. Its: General Partner,
	By:	Oaktree Fund GP IIA, LLC Its: General Partner,
	By:	Oaktree Fund GP II, L.P. Its: Managing Member
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	The Public Education Employee
	Retirement System of Missouri
	By:	Oaktree Capital Management, L.P. Its: Investment Manager
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	The Public School Retirement System of Missouri
	By:	Oaktree Capital Management, L.P. Its: Investment Manager
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	UniSuper Limited, as Trustee for UniSuper
	By:	Oaktree Capital Management, L.P. Its: Investment Manager
	by	/s/ Rob Perelson
		Name:	Rob Perelson
		Title:	Managing Director
For any Lender requiring a second signature line:
	by	/s/ Desmund Shirazi
		Name:	Desmund Shirazi
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ORIX Corporate Capital Inc.
	by	/s/ Christopher L. Smith
		Name:	Christopher L. Smith
		Title:	Authorized Representative
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: OZLM FUNDING, LTD.
	By:	Och-Ziff Loan Management LP, Its Portfolio Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
		by	/s/ Joel Frank
			Name:	Joel Frank
			Title:	Chief Financial Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PACIFIC LIFE INSURANCE COMPANY
	by	/s/ James P. Leasure
		Name:	James P. Leasure
		Title:	Assistant Vice President
For any Lender requiring a second signature line:
	by	/s/ Joseph J. Tortorelli
		Name:	Joseph J. Tortorelli
		Title:	Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PACIFIC LIFE FUNDS – PL SHORT DURATION
	INCOME FUND
By:   Pacific Life Fund Advisors LLC (d/b/a/ Pacific Asset Management), in its          capacity as Investment Advisor
	by	/s/ James P. Leasure
		Name:	James P. Leasure
		Title:	Senior Managing Director
For any Lender requiring a second signature line:
	by	/s/ Joseph J. Tortorelli
		Name:	Joseph J. Tortorelli
		Title:	Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PACIFIC LIFE FUNDS – PL FLOATING RATE
	INCOME FUND
By:   Pacific Life Fund Advisors LLC (d/b/a/ Pacific Asset Management),          in its capacity as Investment Advisor
	by	/s/ James P. Leasure
		Name:	James P. Leasure
		Title:	Senior Managing Director
For any Lender requiring a second signature line:
	by	/s/ Joseph J. Tortorelli
		Name:	Joseph J. Tortorelli
		Title:	Assistant Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

IHC Pension Plan (Intermountain Health)
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Oregon Public Employee Retirement Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

UFCW Southern California Food Employees StocksPLUS
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Total Return Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: Private Account Portfolio Series
High Yield Portfolio
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor, acting through Investors
	Fiduciary Trust Company, in the Nominee Name of IFTCO
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Investment Grade
Corporate Bond Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Floating Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor, acting through Investors
	Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Diversified Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor, acting through Investors
	Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Long-Term Credit Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Sara Lee Corporation Master Investment Trust for Defined Benefit Plans
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Baptist Foundation of Texas
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Freescale Semiconductor, Inc.
401(k) Retirement Savings Plan
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Monthly Income Fund (Canada)
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Koniginstrasse I S.a.r.l.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

IBM 401(k) Plus Plan
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Bermuda Foreign Low Duration Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

DTE Energy Company Affiliates Employee Benefit
Plans Master Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

United Food & Commercial Workers
International Union Industry Pension Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Absolute Return Strategy IV Master Fund
LDC
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds Global Investors Series plc:
Global Investment Grade Credit Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Cayman Global LIBOR Plus (U.S. Dollar-Hedged)
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Cayman Bank Loan Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Cayman European High Yield Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: Private Account Portfolio Series
Senior Floating Rate Portfolio
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds: PIMCO Senior Floating Rate Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds Global Investors Series plc:
Diversified Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Absolute Return Strategy II Cayman Unit Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Barclays Bank UK Retirement Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

South Carolina Retirement System
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Rush University Medical Center Master Retirement Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

IBM 401(k) Plus Plan
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Aon Retirement Plan Master Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

The Linde Pension Plan Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Puerto Rico Telephone Co. Master Trust
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

San Luis Obispo County Pension Board of Trustees
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Jaguar Pension Plan
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Land Rover Pension Scheme
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Portola CLO, Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Fairway Loan Funding Company
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Mayport CLO Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Endurance Specialty Insurance Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Montpelier Reinsurance Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Metropolitan Employee Benefit System
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Virginia Retirement System
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Lloyds TSB Group Pension Scheme No. 1
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Lloyds TSB Group Pension Scheme No. 2
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Curian/PIMCO Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Inteligo Bank Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

PIMCO Funds Global Investors Series plc:
Diversified Income Duration Hedged Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Pacific Life Insurance Company
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Arthur Y.D. Ong
		Arthur Y.D. Ong
		Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Clavos Euro CDO Limited
	by	/s/ Mathias Müller
		Name:	Mathias Müller
		Title:	Authorised Signatory
For any Lender requiring a second signature line:
	by	/s/ Martin Payne
		Name:	Martin Payne
		Title:	Authorised Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	RMF Euro CDO IV PLC
	by	/s/ Mathias Müller
		Name:	Mathias Müller
		Title:	Authorised Signatory
For any Lender requiring a second signature line:
	by	/s/ Martin Payne
		Name:	Martin Payne
		Title:	Authorised Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	RMF Euro CDO V PLC
	by	/s/ Mathias Müller
		Name:	Mathias Müller
		Title:	Authorised Signatory
For any Lender requiring a second signature line:
	by	/s/ Martin Payne
		Name:	Martin Payne
		Title:	Authorised Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Euro-Galaxy CLO BV
	By:	PineBridge Investments LLC As Collateral Manager
	by	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Fire and Police Pension Fund, San Antonio
	By:	PineBridge Investments LLC Its Investment Manager
	by	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Galaxy XI CLO, Ltd.
	By:	PineBridge Investments LLC As Collateral Manager
	by	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Galaxy XII CLO, Ltd.
	By:	PineBridge Investments LLC As Collateral Manager
	by	/s/ Andrew Meissner
		Name:	Andrew Meissner
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PineBridge Bank Loan Fund Ltd.
	By:	PineBridge Investments LLC Its Investment Manager
	by	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Saturn CLO, Ltd.
		By:	PineBridge Investments LLC Its Collateral Manager
		by	/s/ Steven Oh
			Name:	Steven Oh
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	STICHTING PENSIOENFONDS VOOR HUISARTSEN
		By:	PineBridge Investments LLC Its Investment Advisor
		by	/s/ Steven Oh
			Name:	Steven Oh
			Title:	Managing Director
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PUTNAM FLOATING RATE INCOME FUND
	by	See next page
		Name:
		Title:
For any Lender requiring a second signature line:
	by
		Name:
		Title:

PUTNAM FLOATING RATE INCOME FUND
/s/ Beth Mazor
By:	Beth Mazor
Title:	V.P.

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PUTNAM ABSOLUTE RETURN 300 FUND
		by	See next page
			Name:
			Title:
For any Lender requiring a second signature line:
		by
			Name:
			Title:

PUTNAM ABSOLUTE RETURN 300 FUND
by	Putnam Investment Management, LLC

/s/ Kevin Parnell
Name:	Kevin Parnell
Title:	Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PUTNAM ABSOLUTE RETURN 500 FUND
		by	See next page
			Name:
			Title:
For any Lender requiring a second signature line:
		by
			Name:
			Title:

PUTNAM FUNDS TRUST
on behalf of its series, PUTNAM ABSOLUTE RETURN 500 FUND
by	Putnam Investment Management, LLC

/s/ Suzanne Deshaies
Name:	Suzanne Deshaies
Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	PUTNAM ABSOLUTE RETURN 700 FUND
		by	See next page
			Name:
			Title:
For any Lender requiring a second signature line:
		by
			Name:
			Title:

PUTNAM FUNDS TRUST
on behalf of its series, PUTNAM ABSOLUTE RETURN 700 FUND by Putnam Investment Management, LLC
/s/ Suzanne Deshaies
Name:	Suzanne Deshaies
Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Coöperatieve Centrale Raiffeisen-Boerenleenbank b. a.,
	New York Branch
	by	/s/ Lissy Smit
		Name:	Lissy Smit
		Title:	Executive Director
For any Lender requiring a second signature line:
	by	/s/ Michael Phelan
		Name:	Michael Phelan
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
	“Rabobank Nederland”, New York Branch
	by	/s/ Lissy Smit
		Name:	Lissy Smit
		Title:	Executive Director
For any Lender requiring a second signature line:
	by	/s/ Michael Phelan
		Name:	Michael Phelan
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Rabobank International
	Coöperatieve Centrale Raiffeisen-Boerenleenbank b. a.,
	Zweigniederlassung Frankfurt a. M.
	Solmsstrasse 83, 60486 Frankfurt am Main
	by	/s/ Judith Zucker
		Name:	Judith Zucker
		Title:	VP
For any Lender requiring a second signature line:
	by	/s/ Anne Geymeier
		Name:	Anne Geymeier
		Title:	VP

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:
	by	/s/ Lissy Smit
		Name:	Lissy Smit
		Title:	Executive Director
For any Lender requiring a second signature line:
	by	/s/ Michael Phelan
		Name:	Michael Phelan
		Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	GSC Investment Corp CCO 2007
	by	/s/ Tom Inglesby
		Name:	Tom Inglesby
		Title:	Managing Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Baker Street Funding CLO 2005-1 Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager
Baker Street CLO II Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager
Baptist Health South Florida, Inc.
By:	Seix Investment Advisors LLC, as Advisor
Blue Cross of Idaho Health Service, Inc.
By:	Seix Investment Advisors LLC, as Investment
	Manager
Mountain View Funding CLO 2006-I, Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO II Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO III Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager
RidgeWorth Funds - Seix Floating Rate High Income Fund
By:	Seix Investment Advisors LLC, as Subadviser
RidgeWorth Funds – Total Return Bond Fund
By:	Seix Investment Advisors LLC, as Subadviser
Rochdale Fixed Income Opportunities Portfolio
By:	Seix Investment Advisors LLC, as Subadviser
	as Lendes

By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	WM Pool – Fixed Interest Trust No. 7
By:	Shenkman Capital Management, Inc., as
	Investment Manager
By:	/s/ Richard H. Weinstein
	Name:	Richard H. Weinstein
	Title:	Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Texas PrePaid Higher Education Tuition Board
By:	Shenkman Capital Management, Inc., as
	Investment Advisor
By:	/s/ Richard H. Weinstein
	Name:	Richard H. Weinstein
	Title:	Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Teachers’ Retirement System of Louisiana
	(Shenkman – BANK LOAN ACCOUNT)
By:	Shenkman Capital Management, Inc., as
	Investment Manager
By:	/s/ Richard H. Weinstein
	Name:	Richard H. Weinstein
	Title:	Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

	Westbrook CLO, Ltd.
By:	Shenkman Capital Management, Inc., as
	Investment Manager
By:	/s/ Richard H. Weinstein
	Name:	Richard H. Weinstein
	Title:	Chief Operating Officer

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	JHF II-Multi Sector Bond Fund
		by	/s/ Adam Shapiro
			Name:	Adam Shapiro
			Title:	GENERAL COUNSEL
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Stone Harbor Global Funds PLC – Stone Harbor Leveraged Loan Portfolio
		by	/s/ Adam Shapiro
			Name:	Adam Shapiro
			Title:	GENERAL COUNSEL
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Libra Global Limited
		by	/s/ Adam Shapiro
			Name:	Adam Shapiro
			Title:	GENERAL COUNSEL
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Commonwealth of Pennsylvania State Employees Retirement System
		by	/s/ Adam Shapiro
			Name:	Adam Shapiro
			Title:	GENERAL COUNSEL
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	San Joaquin County Employees’ Retirement Association
		by	/s/ Adam Shapiro
			Name:	Adam Shapiro
			Title:	GENERAL COUNSEL
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	IBM Personal Pension Plan Trust
		By:	Stone Tower Fund Management LLC, its Investment Manager
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	STONE TOWER CLO III LTD.
		By:	Stone Tower Debt Advisors LLC, as its Collateral Manager
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Stone Tower CLO IV Ltd.
		By:	Stone Tower Debt Advisors LLC, as its Collateral Manager
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	CORNERSTONE CLO LTD.
		By:	Stone Tower Debt Advisors LLC, as its Collateral Manager
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	RAMPART CLO 2006-1 LTD.
		By:	Stone Tower Debt Advisors LLC, as its Collateral Manager
		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Authorized Signatory
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Rampart CLO 2007 Ltd.
	By: Stone Tower Debt Advisors LLC, as its Collateral Manager
	by	/s/ Joe Moroney
		Name:	Joe Moroney
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:		Stone Tower CLO V Ltd.
	By: Stone Tower Debt Advisors LLC, As its Collateral Manager
	by	/s/ Joe Moroney
		Name:	Joe Moroney
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	STONE TOWER CLO VII LTD.
	By: Stone Tower Debt Advisors LLC, as its Collateral Manager
	by	/s/ Joe Moroney
		Name:	Joe Moroney
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	FREESTONE TRADING, LLC
	By: SunTrust Bank, its Manager
	by	/s/ Douglas Weltz
		Name:	Douglas Weltz
		Title:	Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	TETON FUNDING, LLC
	By: SunTrust Bank, its Manager
	by	/s/ Douglas Weltz
		Name:	Douglas Weltz
		Title:	Director

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	FREESTONE TRADING, LLC
	By: SunTrust Bank, its Manager
	by	/s/ Douglas Weltz
		Name:	Douglas Weltz
		Title:	Director
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Founders Grove CLO, Ltd.
	By: Tall Tree Investment Management, LLC as Collateral Manager
	by	/s/ Douglas L. Winchell
		Name:	Douglas L. Winchell
		Title:	Officer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Grant Grove CLO, Ltd.
	By:	Tall Tree Investment Management, LLC
	as Collateral Manager
	by	/s/ Douglas L. Winchell
		Name:	Douglas L. Winchell
		Title:	Officer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	Muir Grove CLO, Ltd.
	By: Tall Tree Investment Management, LLC as Collateral Manager
	by	/s/ Douglas L. Winchell
		Name:	Douglas L. Winchell
		Title:	Officer
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	GANNETT PEAK CLO I, LTD.
		By:	THL Credit Senior Loan Strategies LLC, as Manager
		by	/s/ Kathleen A. Zarn
			Name:	Kathleen A. Zarn
			Title:	Vice President
For any Lender requiring a second signature line:
		by
			Name:
			Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	ILLINOIS STATE BOARD OF INVESTMENT
	By:	THL Credit Senior Loan Strategies LLC, as Investment Manager
	by	/s/ Kathleen A. Zarn
		Name:	Kathleen A. Zarn
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	THL Credit Bank Loan Select Master Fund, a Class of
	The THL Credit Bank Loan Select Series Trust I
	By:	THL Credit Senior Loan Strategies LLC, as Investment
	Manager
	by	/s/ Kathleen A. Zarn
		Name:	Kathleen A. Zarn
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Thrivent Asset Management, LLC, as investment adviser to:

Thrivent Moderately Conservative Allocation Fund

Thrivent Moderate Allocation Fund

Thrivent Moderately Aggressive Allocation Fund

(each, a Lender)

by	/s/ Conrad Smith
	Name:	Conrad Smith
	Title:	Sr. Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender: Thrivent Financial for Lutherans, as investment adviser to:

Thrivent Moderately Conservative Allocation Portfolio

Thrivent Moderate Allocation Portfolio

Thrivent Moderately Aggressive Allocation Portfolio

(each, a Lender)

by	/s/ Conrad Smith
	Name:	Conrad Smith
	Title:	Sr. Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	USAA High Income Fund
	by	/s/ John P. Toohey
		Name:	John P. Toohey
		Title:	Vice President
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	LeverageSource III S.a.r.l.,
	by	/s/ Paul Plank
		Name:	Paul Plank
		Title:	Authorized Signatory
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	OCEAN TRAILS CLO I
	By:	West Gate Horizons Advisors LLC,
		as Collateral Manager
	by	/s/ Bradley K. Bryan
		Name:	BRADLEY K. BRYAN
		Title:	SR. CREDIT ANALYST
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	OCEAN TRAILS CLO II
	By:	West Gate Horizons Advisors LLC,
		as Manager
	by	/s/ Bradley K. Bryan
		Name:	BRADLEY K. BRYAN
		Title:	SR. CREDIT ANALYST
For any Lender requiring a second signature line:
	by
		Name:
		Title:

SIGNATURE PAGE TO

AMENDMENT NO. 7 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

RELATED TO THE REYNOLDS GROUP HOLDINGS INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN

Name of Lender:	WG HORIZONS CLO I
	By:	West Gate Horizons Advisors LLC,
		as Manager
	by	/s/ Bradley K. Bryan
		Name:	BRADLEY K. BRYAN
		Title:	SR. CREDIT ANALYST
For any Lender requiring a second signature line:
	by
		Name:
		Title:

ANNEX A

Third Amended and Restated Credit Agreement

[To be attached]

SCHEDULE I

New Incremental Term Lenders

New Incremental Term Lender	New Incremental Term  Loan Commitment Amount
Credit Suisse AG	$	2,235,000,000	€	300,000,000
TOTAL NEW INCREMENTAL TERM LOAN COMMITMENT	$	2,235,000,000	€	300,000,000

SCHEDULE II

Limitations

Each Loan Party incorporated or otherwise organized under the laws of any jurisdiction other than the United States or any state thereof (other than Holdings, the Luxembourg Issuer, Beverage Packaging Holdings (Luxembourg) III S.à r.l. and BP I) and any Loan Party as may be agreed by the Administrative Agent acting in its sole discretion (each a “Limited Loan Party”, and collectively, the “Limited Loan Parties”) is only a signatory to this Amendment and Assumption Agreement for the purpose of giving its assent to the amendments to the Existing Credit Agreement made by this Amendment and Assumption Agreement (and for no other purpose whatsoever). It is expressly agreed by all parties to this Amendment and Assumption Agreement that, notwithstanding that each such Limited Loan Party is a signatory to this Amendment and Assumption Agreement, none of the Limited Loan Parties is (by so being a signatory) consenting to, confirming or otherwise acknowledging, and no Limited Loan Party shall be held liable for, any extension whatsoever of its obligations and liabilities under the Third Amended and Restated Credit Agreement or any other Loan Document (in its capacity as a Loan Party or otherwise) in excess of, or in addition to, such obligations and liabilities as they existed with respect to such Limited Loan Party immediately prior to the Third Restatement Date.

The Administrative Agent and the Lenders party hereto hereby agree that there shall be no breach of any representation, warranty or covenant in the Third Amended and Restated Credit Agreement or any other Loan Documents as a result of the fact that any such representation or warranty made by or with respect to (a) a Limited Loan Party or (b) a Limited Loan Party Shareholder (but only in respect of a Limited Collateral Agreement), required in any Loan Document or in any document required by any Loan Document would be untrue or incorrect (or any such covenant would be unable to be satisfied) by virtue of the fact that (i) all necessary corporate or other action may not yet have been taken to approve or authorize the extension by such Limited Loan Party of any obligation or liability on its part in respect of the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement (save for the purpose referred to in the first paragraph above) or the Reaffirmation Agreement referred to herein or any other amendment, supplement, or confirmation of any existing Loan Document as referred to in Section 4(c) of the Amendment and Assumption Agreement or any matters relating thereto, (ii) all necessary corporate or other action may not yet have been taken by a Limited Loan Party Shareholder to approve or authorize the extension by it of its obligations under any Limited Collateral Agreement to which it is a party, to the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement, (iii) any existing guarantee or security interest in the Collateral (a) provided by such Limited Loan Party or (b) provided by a Limited Loan Party Shareholder under a Limited Collateral Agreement may not be legal, valid or enforceable in respect of Bank Obligations relating to the New Incremental Term Loans or otherwise in respect of this Amendment and Assumption Agreement or any such security interest is not a first priority Lien and perfected in respect thereof or (iv) in the case of the Thai Guarantor, such Thai Guarantor may not yet have obtained a Thai Business Permit (as defined in Schedule III) in respect of the Thai Guarantor’s guarantee of the obligations of Reynolds Group Holdings Limited and Pactiv LLC, and no Default

or Event of Default shall be deemed to have occurred as a result thereof, provided that the Loan Parties are otherwise in compliance with the obligations under Section 8 of the Amendment and Assumption Agreement.

For the purposes of this Schedule II, “Limited Collateral Agreement” shall mean a Collateral Agreement entered into by a Loan Party (a “Limited Loan Party Shareholder”) in respect of the equity, stock or other membership interests of a Limited Loan Party.

SCHEDULE III

Post-Effectiveness Matters

Holdings shall cause:

(a) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), and subject to the Agreed Security Principles, each Limited Loan Party incorporated or otherwise organized under the laws of a jurisdiction other than Thailand to take any and all actions reasonably requested by the Administrative Agent to confirm and acknowledge (in particular but not limited to by way of confirmation agreements) that its guarantee of the Bank Obligations (with respect to each such Loan Party) and its other security granted (in particular but not limited to Austrian law pledges) (with respect to each such Loan Party) continue in full force and effect, in each case subject to any limitations contained therein or in Schedule 10.03 of the Third Amended and Restated Credit Agreement, in respect of the Bank Obligations under the Third Amended and Restated Credit Agreement and the other Loan Documents, including the New Incremental Term Loans;

(b) in respect of a Thai Guarantor:

(x) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), and subject to the Agreed Security Principles but, for the avoidance of doubt, irrespective of whether or not such Loan Party has received the in-principle approval from the Bank of Thailand or the Thai Business Permit (as required under paragraph (y) below), each Loan Party incorporated or otherwise organized under the laws of Thailand to take any and all actions reasonably requested by the Administrative Agent to confirm and acknowledge (in particular but not limited to by way of confirmation agreements) that its guarantee of the Bank Obligations (with respect to each such Loan Party) and its other security granted (in particular but not limited to Thai law assignments) (with respect to each such Loan Party) continue in full force and effect, in each case subject to any limitations contained therein or in Schedule 10.03 of the Third Amended and Restated Credit Agreement, in respect of the Bank Obligations under the Third Amended and Restated Credit Agreement and the other Loan Documents, including the New Incremental Term Loans; and

(y) within 135 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole discretion may permit), the Thai Guarantor to (i) apply to the Bank of Thailand for an in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank Secured Parties pursuant to such Thai Guarantor’s obligation of payment under the Third Amended and Restated Credit Agreement and (ii) apply for a permit under the Alien Business Act B.E. 2542 from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand (the “Thai Business Permit”) in respect of the Thai Guarantor’s guarantee of the obligations of

Reynolds Group Holdings Limited, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. to the extent that it has not applied for such permit pursuant to Amendment No. 6. The Thai Guarantor shall use commercially reasonable efforts to obtain the Thai Business Permit and shall, promptly upon the receipt of the Thai Business Permit, provide a certified copy of such permit to the Administrative Agent; and

(a) within 180 days after the Third Restatement Date (or such later date as the Administrative Agent in its sole, but reasonable, discretion may permit) with respect to (i) each Mortgage encumbering a Mortgaged Property located in the United States of America, (x) an amendment, amendment and restatement, or supplement thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the lien securing the Bank Obligations under the Third Amended and Restated Credit Agreement and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (y) opinions by local counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each such Mortgage Amendment, and (z) a date-down and mortgage modification endorsement to each policy of title insurance insuring the interest of the mortgagee or beneficiary, as the case may be, with respect to such Mortgages, in each case in substantially the same form as those Mortgage Amendments and local counsel opinions delivered to the Administrative Agent on August 9, 2011 in connection with Amendment No. 6, except for those changes necessary to reflect the Third Amended and Restated Credit Agreement, and each of the foregoing being in all respects reasonably acceptable to the Administrative Agent and (ii) with respect to each Mortgaged Property not currently subject to a Mortgage, such Mortgages, legal opinions regarding the enforceability of each such Mortgage, title insurance policies and other instruments, certificates, documents and agreements as may be reasonably requested by the Administrative Agent or any Collateral Agent, all subject to and in compliance with Section 5.12 of the Credit Agreement

ANNEX A

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 28, 2012

among

REYNOLDS GROUP HOLDINGS INC.,

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC,

SIG EURO HOLDING AG & CO. KGAA,

SIG AUSTRIA HOLDING GMBH,

PACTIV LLC

and

the other Borrowers set forth herein,

as Borrowers,

REYNOLDS GROUP HOLDINGS LIMITED,

THE LENDERS PARTY HERETO,

and

CREDIT SUISSE AG,

as Administrative Agent

CREDIT SUISSE SECURITIES (USA) LLC

as Sole Bookrunner and Sole Lead Arranger

HSBC Securities (USA) Inc.

as Co-Arranger and Syndication Agent

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH

SUMITOMO MITSUI BANKING CORPORATION

as Documentation Agents

The taking of any Loan Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document which includes written confirmations or references thereto, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf-scan of any Loan Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, except as permitted by Section 9.20 of this Agreement, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf-scan of any Loan Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee.

Table of Contents

		Page
ARTICLE I
Definitions
SECTION 1.01.	Defined Terms		2
SECTION 1.02.	Terms Generally		60
SECTION 1.03.	Pro Forma Calculations		61
SECTION 1.04.	Classification of Loans and Borrowings		61
SECTION 1.05.	Exchange Rate Calculations		61
SECTION 1.06.	Designation as Senior Debt		62
ARTICLE II
The Credits
SECTION 2.01.	Commitments		62
SECTION 2.02.	Loans		63
SECTION 2.03.	Borrowing Procedure		65
SECTION 2.04.	Evidence of Debt; Repayment of Loans		66
SECTION 2.05.	Fees		67
SECTION 2.06.	Interest on Loans		68
SECTION 2.07.	Default Interest		69
SECTION 2.08.	Alternate Rate of Interest		69
SECTION 2.09.	Termination and Reduction of Commitments		69
SECTION 2.10.	Conversion and Continuation of Borrowings		70
SECTION 2.11.	Repayment of Term Borrowings		72
SECTION 2.12.	Voluntary Prepayment		73
SECTION 2.13.	Mandatory Prepayments		76
SECTION 2.14.	Reserve Requirements; Change in Circumstances		78
SECTION 2.15.	Change in Legality		80
SECTION 2.16.	Breakage		81
SECTION 2.17.	Pro Rata Treatment		81
SECTION 2.18.	Sharing of Setoffs		81
SECTION 2.19.	Payments		82
SECTION 2.20.	Taxes		83
SECTION 2.21.	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate		87
SECTION 2.22.	Letters of Credit and Bank Guarantees		89
SECTION 2.23.	Incremental Term Loans and Incremental Revolving Credit Commitments		95

i

Table of Contents

		Page
ARTICLE III
Representations and Warranties
SECTION 3.01.	Organization; Powers		99
SECTION 3.02.	Authorization		99
SECTION 3.03.	Enforceability		100
SECTION 3.04.	Governmental Approvals		100
SECTION 3.05.	Financial Statements		100
SECTION 3.06.	No Material Adverse Change		101
SECTION 3.07.	Title to Properties; Possession Under Leases		101
SECTION 3.08.	Subsidiaries		101
SECTION 3.09.	Litigation; Compliance with Laws		101
SECTION 3.10.	Agreements		102
SECTION 3.11.	Federal Reserve Regulations		102
SECTION 3.12.	Investment Company Act		103
SECTION 3.13.	Use of Proceeds		103
SECTION 3.14.	Taxes		103
SECTION 3.15.	No Material Misstatements		103
SECTION 3.16.	Employee Benefit Plans		104
SECTION 3.17.	Environmental Matters		104
SECTION 3.18.	Insurance		105
SECTION 3.19.	Security Documents		105
SECTION 3.20.	Location of Real Property and Leased Premises		106
SECTION 3.21.	Labor Matters		107
SECTION 3.22.	Solvency		107
SECTION 3.23.	Senior Indebtedness		107
SECTION 3.24.	Sanctioned Persons		107
SECTION 3.25.	Austrian Business Reorganization		108
ARTICLE IV
Conditions of Lending
SECTION 4.01.	All Credit Events		108
ARTICLE V
Affirmative Covenants
SECTION 5.01.	Existence; Compliance with Laws; Businesses and Properties		109
SECTION 5.02.	Insurance		109
SECTION 5.03.	Taxes		110
SECTION 5.04.	Financial Statements, Reports, etc.		110
SECTION 5.05.	Litigation and Other Notices		112
SECTION 5.06.	Information Regarding Collateral		113

ii

Table of Contents

		Page
SECTION 5.07.	Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings		113
SECTION 5.08.	Use of Proceeds		114
SECTION 5.09.	Employee Benefits		114
SECTION 5.10.	Compliance with Environmental Laws		114
SECTION 5.11.	Preparation of Environmental Reports		114
SECTION 5.12.	Further Assurances		115
SECTION 5.13.	Post-Closing Obligations		116
SECTION 5.14.	[Reserved]		116
SECTION 5.15.	[Reserved]		116
SECTION 5.16.	Thai Approval		116
SECTION 5.17.	German Domination Agreements		117
ARTICLE VI
Negative Covenants
SECTION 6.01.	Indebtedness		118
SECTION 6.02.	Liens		123
SECTION 6.03.	Sale and Lease-Back Transactions		126
SECTION 6.04.	Investments, Loans and Advances		126
SECTION 6.05.	Mergers, Consolidations and Sales of Assets		130
SECTION 6.06.	Restricted Payments; Restrictive Agreements		131
SECTION 6.07.	Transactions with Affiliates		135
SECTION 6.08.	Conduct of Business		136
SECTION 6.09.	Other Indebtedness and Agreements		136
SECTION 6.10.	[Reserved]		137
SECTION 6.11.	[Reserved]		137
SECTION 6.12.	Maximum Senior Secured First Lien Leverage Ratio		137
SECTION 6.13.	Fiscal Year		137
SECTION 6.14.	Certain Equity Securities		137
SECTION 6.15.	Limitation on Activities of BP II		137
SECTION 6.16.	Certain Country Limitations		138

iii

Table of Contents

		Page
ARTICLE VII
Events of Default
ARTICLE VIII
The Administrative Agent and the Collateral Agents
ARTICLE IX
Miscellaneous
SECTION 9.01.	Notices; Electronic Communications		147
SECTION 9.02.	Survival of Agreement		150
SECTION 9.03.	Binding Effect		150
SECTION 9.04.	Successors and Assigns		150
SECTION 9.05.	Expenses; Indemnity		158
SECTION 9.06.	Right of Setoff		159
SECTION 9.07.	Applicable Law		160
SECTION 9.08.	Waivers; Amendment		160
SECTION 9.09.	Interest Rate Limitation		162
SECTION 9.10.	Entire Agreement		162
SECTION 9.11.	WAIVER OF JURY TRIAL		162
SECTION 9.12.	Severability		163
SECTION 9.13.	Counterparts		163
SECTION 9.14.	Headings		163
SECTION 9.15.	Jurisdiction; Consent to Service of Process		163
SECTION 9.16.	Confidentiality		164
SECTION 9.17.	Conversion of Currencies		165
SECTION 9.18.	USA PATRIOT Act Notice		165
SECTION 9.19.	Place of Performance		165
SECTION 9.20.	Austrian Stamp Duty		166
SECTION 9.21.	Additional Borrowers; Resignation of Borrowers		167
SECTION 9.22.	Application of Proceeds		167
SECTION 9.23.	Loan Parties’ Agent		168
SECTION 9.24.	Loan Modification Offers		169
SECTION 9.25.	Release or Re-Assignment of Securitization Assets in Connection with a Permitted Receivables Financing		170
SECTION 9.26.	Additional Intercreditor and Security Arrangements		170
SECTION 9.27.	Effect of Certain Inaccuracies		171

iv

Table of Contents

		Page
ARTICLE X
Guarantee
SECTION 10.01.	Guarantee		171
SECTION 10.02.	Guarantee of Payment		171
SECTION 10.03.	No Discharge or Diminishment of Guarantee		171
SECTION 10.04.	Defenses Waived		172
SECTION 10.05.	Rights of Subrogation		173
SECTION 10.06.	Reinstatement; Stay of Acceleration		173
SECTION 10.07.	Information		173
SECTION 10.08.	Maximum Liability		173
SECTION 10.09.	Contribution		174
SECTION 10.10.	Subordination		174
SECTION 10.11.	Liability Cumulative		175
SECTION 10.12.	Release of Guarantors		175

v

SCHEDULES

Schedule 1.01(a)	–	Existing Letters of Credit
Schedule 1.01(b)	–	Company Post-Closing Reorganization
Schedule 1.01(c)	–	Excluded Subsidiaries
Schedule 1.01(d)	–	Mortgaged Property
Schedule 1.01(e)	–	Subsidiary Guarantors
Schedule 1.01(f)	–	Transactions
Schedule 2.01	–	Lenders and Commitments
Schedule 3.04	–	Governmental Approvals
Schedule 3.08	–	Subsidiaries
Schedule 3.09	–	Litigation
Schedule 3.17	–	Environmental Matters
Schedule 3.18	–	Insurance
Schedule 3.19(a)	–	UCC Filing Offices
Schedule 3.19(c)	–	Post-Closing Mortgage Amendments
Schedule 3.19(d)	–	Foreign Pledge Agreement Filing Requirements
Schedule 3.20	–	Owned Real Property
Schedule 6.01	–	Existing Indebtedness
Schedule 6.01(r)	–	Company Post-Closing Reorganization Indebtedness
Schedule 6.02	–	Existing Liens
Schedule 6.04(l)	–	Existing Investments
Schedule 6.06(b)	–	Existing Encumbrances
Schedule 6.07	–	Transactions with Affiliates
Schedule 6.16	–	Specified Negative Covenants for Certain Subsidiaries
Schedule 9.20	–	Stamp Duty Guidelines
Schedule 10.03	–	Limitations on Guarantees and Certain Waivers
EXHIBITS
Exhibit A	–	Form of Administrative Questionnaire
Exhibit B	–	Form of Assignment and Acceptance
Exhibit C	–	Form of Borrowing Request
Exhibit D	–	Form of Guarantor Joinder
Exhibit E	–	Agreed Security Principles
Exhibit F	–	U.S. Collateral Agreement
Exhibit G	–	First Lien Intercreditor Agreement
Exhibit H	–	Form of Affiliate Subordination Agreement
Exhibit I	–	[Reserved]
Exhibit J	–	[Reserved]
Exhibit K	–	Form of Compliance Certificate
Exhibit L	–	Mandatory Cost
Exhibit M-1	–	Form of Borrowing Subsidiary Agreement
Exhibit M-2	–	Form of Borrowing Subsidiary Termination
Exhibit N	–	Form of Additional Bank Secured Party Acknowledgment

vi

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 28, 2012 (this “Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation (“RCPI”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsibilité limitée) (the “Luxembourg Borrower” and, together with RCPI, RGHI, RCPH, Pactiv and Evergreen, the “U.S. Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (together with the U.S. Term Borrowers, the “U.S. Borrowers”), SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares (the “German Borrower”), SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung) (the “Austrian Borrower” and, together with the Luxembourg Borrower and the German Borrower, the “European Term Borrowers”), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Dutch Borrower” and, together with the European Term Borrowers, the “European Borrowers”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Lenders and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

The U.S. Borrowers, the European Borrowers, Holdings, the Guarantors, the lenders party thereto and the Administrative Agent previously entered into the Credit Agreement dated as of November 5, 2009, as amended by Amendment No. 1 dated as of January 21, 2010, Amendment No. 2 and Amendment No. 3 (the “Original Credit Agreement”), under which, among other things, (a) the U.S. Revolving Credit Lenders agreed to extend credit to the U.S. Revolving Borrowers in the form of U.S. Revolving Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $120,000,000, (b) the European Revolving Credit Lenders agreed to extend credit to the European Borrowers in the form of European Revolving Loans from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of €80,000,000, and (c) the Issuing Banks agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of (i) $50,000,000 (which amount was increased to $100,000,000 pursuant to Amendment No. 4) under the U.S. Revolving

Credit Commitments, and (ii) €50,000,000 (which amount was increased to €70,000,000 pursuant to Amendment No. 4) under the European Revolving Credit Commitments, to support payment obligations incurred in the ordinary course of business by the Borrowers and the subsidiaries of BP I (including payment obligations with respect to any local working capital facilities (other than the Local Facilities) permitted under Section 6.01(h)).

The Borrowers have requested (a) the U.S. Term Lenders (as defined in Article I) to extend credit in the form of U.S. Term Loans (as defined in Article I) to the U.S. Term Borrowers on the Third Restatement Date, in an aggregate principal amount not in excess of $2,235,000,000, and (b) the European Term Lenders (as defined in Article I) to make European Term Loans (as defined in Article I) to the European Term Borrowers on the Third Restatement Date, in an aggregate principal amount not in excess of €300,000,000. The U.S. Term Lenders and the European Term Lenders are willing to extend such credit, in each case on the terms and subject to the conditions set forth herein and in Amendment No. 7.

The proceeds of the Term Loans to be made on the Third Restatement Date are to be used solely to consummate the Third Restatement Transactions and for general corporate purposes of Holdings and its subsidiaries. The proceeds of the Revolving Loans and any Incremental Term Loans made after the Third Restatement Date are to be used solely for general corporate purposes of Holdings and the Subsidiaries.

Pursuant to Amendment No. 7, the Borrowers, the Required Lenders (as defined in the Existing Credit Agreement) and the Term Lenders have agreed to amend and restate the Existing Credit Agreement in the form hereof. The amendment and restatement of the Existing Credit Agreement evidenced by this Agreement shall become effective as provided in Amendment No. 7.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accepting Lenders” shall have the meaning assigned to such term in Section 9.24(a).

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(h).

2

“Acquisition” shall mean the direct or indirect acquisition of (a) Closure Systems International (Luxembourg) S.ar.l, (b) Reynolds Consumer Products (Luxembourg) S.ar.l. and (c) Reynolds Consumer Products Holdings LLC, and their respective subsidiaries, as described in Schedule 1.01(f).

“Additional Bank Secured Party Acknowledgment” shall mean an Additional Bank Secured Party Acknowledgment executed under the Original Credit Agreement or the Existing Credit Agreement or substantially in the form attached hereto as Exhibit N or in another form permitted by the Administrative Agent.

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (a)(i) in the case of any Revolving Credit Borrowing, 2.00% per annum, (ii) in the case of any U.S. Term Loan, 1.00% per annum, and (iii) in the case of any European Term Loan, 1.00% per annum, and (b)(i) in the case of a Eurocurrency Borrowing denominated in Dollars, the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves and (ii) in the case of a Eurocurrency Borrowing denominated in Euro (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of the definition of “Eligible Assignee” and Section 6.07 the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit H pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Bank Obligations.

“Affiliated Lender” shall mean any Lender that is a Related Person.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Aggregate European Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ European Revolving Credit Exposures.

3

“Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

“Aggregate U.S. Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ U.S. Revolving Credit Exposures.

“Agreed Security Principles” shall mean the principles set forth on Exhibit E.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that Holdings or any Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a three-month Interest Period commencing on the second Business Day after such day plus 1%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of Federal Funds Effective Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, as the case may be.

“Amendment No. 2” shall mean Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010, to the Original Credit Agreement.

“Amendment No. 2 Effective Date” shall mean May 4, 2010.

“Amendment No. 3” shall mean Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010, to the Original Credit Agreement.

“Amendment No. 3 Effective Date” shall mean September 30, 2010.

“Amendment No. 4” shall mean Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011, to the Original Credit Agreement.

“Amendment No. 4 Effective Date” shall mean February 9, 2011.

“Amendment No. 6” shall mean Amendment No. 6 and Incremental Term Loan Assumption Agreement dated as of August 9, 2011, to the Original Credit Agreement.

4

“Amendment No. 7” shall mean Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of September 28, 2012, to the Existing Credit Agreement.

“Ancillary Borrower” shall mean any Ancillary U.S. Term Borrower or Ancillary European Term Borrower.

“Ancillary European Term Borrower” shall mean any European Term Borrower other than the Luxembourg Borrower.

“Ancillary U.S. Term Borrower” shall mean any U.S. Term Borrower other than RGHI.

“Applicable Discount” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“Applicable Margin” shall mean, for any day, (a) with respect to any Eurocurrency U.S. Term Loan, the applicable percentage set forth below under the caption “Eurocurrency Spread – U.S. Term Loans”, (b) with respect to any Eurocurrency European Term Loan, the applicable percentage set forth below under the caption “Eurocurrency Spread – European Term Loans”, (c) with respect to any Daily Rate U.S. Term Loan, the applicable percentage set forth below under the caption “Daily Rate Spread – U.S. Term Loans”, (d) with respect to any Daily Rate European Term Loan, the applicable percentage set forth below under the caption “Daily Rate Spread – European Term Loans”, (e) with respect to any Eurocurrency Revolving Loan, 4.50% per annum and (f) with respect to any Daily Rate Revolving Loan, 3.50% per annum.

Total Leverage Ratio	Eurocurrency Spread—U.S. Term Loans			Daily Rate Spread— U.S. Term Loans			Eurocurrency Spread— European Term Loans			Daily Rate Spread— European Term Loans
Category 1 ³ 5.50 to 1.00		3.75	%		2.75	%		4.00	%		3.00	%
Category 2 < 5.50 to 1.00		3.50	%		2.50	%		3.75	%		2.75	%

Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio shall be effective with respect to all Term Loans outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial

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statements and certificates indicating another such change. Notwithstanding the foregoing, the Total Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin until the end of the first full fiscal quarter following the Third Restatement Date (at which time, subject to the immediately succeeding sentence, the Total Leverage Ratio shall be determined on the basis of the financial statements and certificates most recently delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, prior to such date, and the Applicable Margin resulting from such Total Leverage Ratio shall be effective until any such change is required pursuant to the immediately preceding sentence). In addition, (a) at any time during which Holdings has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively (until the time of the delivery thereof), or (b) at any time after the occurrence and during the continuance of an Event of Default, the Total Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin.

“Asset Sale” shall mean any sale, transfer or other disposition (including by way of merger, amalgamation, casualty, condemnation or otherwise) by Holdings or any Subsidiary to any Person other than any Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any Subsidiary (including any issuance thereof) (other than any sale or issuance of directors’ qualifying shares) or (b) any other assets of Holdings or any Subsidiary, in each case, other than:

(i) inventory (including filling machines and other equipment sold to customers), damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business;

(ii) dispositions between or among Subsidiaries that are not Loan Parties;

(iii) dispositions of (A) Securitization Assets in connection with a Permitted Receivables Financing and (B) receivables in connection with factoring or similar arrangements in the ordinary course of business;

(iv) any disposition constituting an investment permitted under Section 6.04(a) or Section 6.04(j);

(v) dispositions consisting of the granting of Liens permitted by Section 6.02;

(vi) dispositions as part of the Transactions and the Company Post-Closing Reorganization;

(vii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $15,000,000;

(viii) the abandonment of patents, trademarks or other intellectual property rights which, in the reasonable good faith determination of Holdings, are not material to the conduct of the business of Holdings and the Subsidiaries;

(ix) dispositions consisting of Restricted Payments permitted by Section 6.06;

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(x) any exchange of assets for assets related to a Similar Business that are of comparable or greater fair market value or, as determined in good faith by the Board of Directors of Holdings, that are of comparable or greater usefulness to the business of Holdings and the Subsidiaries as a whole; provided that any cash received by Holdings or any Subsidiary must be applied in accordance with Section 2.13 as if such transaction were an Asset Sale;

(xi) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(xii) leases or sub-leases of any real property or personal property in the ordinary course of business;

(xiii) licensings and sublicensings of intellectual property of Holdings or any Subsidiary in the ordinary course of business;

(xiv) dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements;

(xv) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Holdings or a Subsidiary) from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition; and

(xvi) any Sale and Leaseback Transaction.

For the avoidance of doubt, the term “Asset Sale” shall include any Specified Asset Sale.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Auction” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Auction Amount” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Auction Notice” shall have the meaning assigned to such term in Section 2.12(b)(i).

“August 2011 Issuers” shall mean RGHL US Escrow II LLC, a Delaware limited liability company, and RGHL US Escrow II Inc., a Delaware corporation.

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“August 2011 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of August 9, 2011, among the August 2011 Issuers and the Indenture Trustee, pursuant to which the August 2011 Senior Secured Notes were issued.

“August 2011 Senior Secured Notes” shall mean the Senior Secured Notes issued on August 9, 2011 by the August 2011 Issuers in an aggregate principal amount of $1,500,000,000, including Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the August 2011 Senior Secured Notes Indenture.

“August 2011 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of August 9, 2011, between the August 2011 Issuers and The Bank of New York Mellon as trustee, pursuant to which the August 2011 Senior Unsecured Notes were issued.

“August 2011 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on August 9, 2011 by the August 2011 Issuers in an aggregate principal amount of $1,000,000,000 and issued on August 10, 2012 by the U.S. Issuers and the Luxembourg Issuer in exchange for February 2012 Senior Unsecured Notes, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the August 2011 Senior Unsecured Notes Indenture.

“Austrian Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Available Amount” shall mean, at any time, the Cumulative Credit at such time, plus, without duplication, to the extent not included in Consolidated Net Income for the relevant period, an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash and Permitted Investments on or after the Restatement Date by Holdings or any Loan Party in respect of any investments made with the Available Amount on or after the Restatement Date and minus the aggregate amounts expended by Holdings and the Subsidiaries on or after the Restatement Date and at or prior to such time to make investments, loans or advances pursuant to Section 6.04(q), to make Restricted Payments pursuant to Section 6.06(a)(ix) and to prepay, redeem, repurchase, retire or otherwise acquire Indebtedness pursuant to Section 6.09(c).

“Bank Guarantee” shall mean any bank guarantee issued by an Issuing Bank for the account and on behalf of any European Borrower pursuant to Section 2.22 in such form as may be approved by such Issuing Bank in its reasonable discretion.

“Bank Obligations” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under this Agreement in respect of

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any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrowers to any of the Bank Secured Parties under this Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each of the Loan Documents, (c) the due and punctual payment and performance of all obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents, (d) the due and punctual payment and performance of all obligations of each Loan Party under each Hedging Agreement with a Hedge Provider, (e) the due and punctual payment and performance of all obligations of each Loan Party under each Local Facility and (f) the Cash Management Obligations.

“Bank Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) each Collateral Agent, (d) any Issuing Bank, (e) each Hedge Provider, (f) each Local Facility Provider, (g) each Cash Management Bank, (h) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (i) the successors and assigns of each of the foregoing.

“Bankruptcy Code” shall mean the provisions of Title 11 of the United States Code, 11 USC. §§ 101 et seq.

“Bankruptcy Proceedings” shall have the meaning assigned to such term in Section 9.04(m).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowers” shall mean the U.S. Borrowers, the European Borrowers, and any other Wholly Owned Subsidiary of BP I that becomes a party hereto as a Borrower pursuant to Section 9.21.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrowing” shall mean Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) with respect to a Borrowing denominated in Dollars, $5,000,000 and (b) with respect to a Borrowing denominated in Euro, €5,000,000.

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“Borrowing Multiple” shall mean (a) with respect to a Borrowing denominated in Dollars, $1,000,000 and (b) with respect to a Borrowing denominated in Euro, €1,000,000.

“Borrowing Request” shall mean a request by any Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Borrowing Subsidiary Agreement” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit M-1.

“Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit M-2.

“BP I” shall mean Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg public limited liability company (société anonyme) with a registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128.592 and a Wholly Owned Subsidiary of Holdings.

“BP II” shall mean Beverage Packaging Holdings (Luxembourg) II S.A., a Luxembourg public limited liability company (société anonyme) with a registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128.914 and a Wholly Owned Subsidiary of Holdings.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that (a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall exclude any day on which banks are not open for dealing in Dollar deposits in the London interbank market, and (b) when used in connection with a Loan denominated in Euro, the term “Business Day” shall also exclude any day which is not a Target Day.

“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of Holdings and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Holdings and its consolidated Subsidiaries during such period, but excluding in each case (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (iii) any such expenditure that constitutes a Permitted Acquisition or an investment in another Person permitted by Section 6.04 and (iv) any such expenditure that constitutes an amount reinvested in accordance with the definition of “Net Cash Proceeds”.

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“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (excluding any lease that would be required to be so classified as a result of a change in GAAP after the Third Restatement Date), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Management Bank” shall mean any Person at the time it provides any Cash Management Services that (a) was, at the time of entry into the agreement to provide such Cash Management Services, the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender, (b) is a Specified Cash Management Bank or (c) is otherwise approved by the Administrative Agent acting reasonably; provided that, in each case, such Person has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.

“Cash Management Obligations” shall mean obligations owed by the Borrower or any other Subsidiary to any Cash Management Bank at the time it provides any Cash Management Services.

“Cash Management Services” shall mean any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such bank.

A “Change in Control” shall be deemed to have occurred if (a) prior to a Qualified Public Offering, the Permitted Investors shall fail to own, directly or indirectly, beneficially and of record, shares representing at least 51% of each of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, (b) after a Qualified Public Offering, (x) a majority of the Board of Directors of Holdings shall not be Continuing Directors or (y) the Permitted Investors shall cease to own, directly or indirectly, at least 35% of the Capital Stock of Holdings and any other “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof) shall own a greater amount (it being understood that if any such person or group includes one or more Permitted Investors, the shares of Capital Stock of Holdings directly or indirectly owned by the Permitted Investors that are part of such person or group shall not be treated as being owned by such person or group for purposes of determining whether this clause (y) is triggered) or (c) BP I, BP II or any Borrower (other than an Ancillary Borrower) shall cease to be a Wholly Owned Subsidiary of Holdings.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption

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Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Third Restatement Date or, to the extent the concept is applied to an Incremental Lender in its capacity as such, the date of the relevant Incremental Assumption Agreement; provided that any legislation relating to any U.K. Bank Levy and any published practice or other official guidance related thereto shall not constitute a Change in Law; provided further that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Claim” shall have the meaning assigned to such term in Section 9.04(m).

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, European Revolving Loans, U.S. Term Loans, European Term Loans or Other Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a U.S. Revolving Credit Commitment, European Revolving Credit Commitment, U.S. Term Loan Commitment, European Term Loan Commitment or Incremental Term Loan Commitment. Other Term Loans and Other Revolving Loans (and the related Commitments) made and established at different times and with different terms, and new tranches of Term Loans and Revolving Credit Commitments established as a result of a Loan Modification Offer, shall be construed to be in different Classes.

“Closing Date” shall mean November 5, 2009.

“Closing Date Senior Secured Notes” shall mean the Senior Secured Notes issued on the Closing Date by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of €450,000,000 and of $1,125,000,000, in each case including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the November 2009 Senior Secured Note Indenture.

“Code” shall mean the U.S. Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended from time to time.

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“Collateral” shall mean all the collateral described in the Security Documents and the First Lien Intercreditor Agreement.

“Collateral Agents” shall mean, collectively, The Bank of New York Mellon and Wilmington Trust (London) Limited, each in its capacity as a separate collateral agent under the First Lien Intercreditor Agreement with respect to a portion of the Collateral determined in accordance with the First Lien Intercreditor Agreement, any successor thereto and any other collateral agent acceptable to Holdings and each Representative (as defined in the First Lien Intercreditor Agreement) that executes a joinder in a form acceptable to Holdings and each Representative pursuant to which it accedes to the First Lien Intercreditor Agreement as a co-collateral agent or additional or separate collateral agent with respect to all or any portion of the Collateral, and any successor to any such other collateral agent.

“Collateral Agreement” shall mean each of the U.S. Collateral Agreement and each Foreign Collateral Agreement.

“Commitment” shall mean, with respect to any Lender, such Lender’s U.S., Revolving Credit Commitment, European Revolving Credit Commitment, Term Loan Commitment or Incremental Revolving Credit Commitment.

“Commitment Fees” shall have the meaning assigned to such term in Section 2.05(a).

“Communications” shall have the meaning assigned to such term in Section 9.01.

“Company Post-Closing Reorganization” shall mean the series of transactions described in Schedule 1.01(b), as amended, supplemented or otherwise modified prior to the dates set forth on such Schedule (or such later time as the Administrative Agent in its sole discretion may permit), provided that any such amendments, supplements or modifications are not, when taken as a whole, materially adverse to the Lenders.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of Holdings dated July 2011, as supplemented prior to the Second Restatement Date.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated net financial expense for such period, (ii) consolidated expense for taxes based on income, profits or capital for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any non recurring fees, expenses or charges in connection with the consummation and implementation of the Transactions, the Company Post-Closing Reorganization, any Permitted Acquisition or any offering of Equity Interests or Indebtedness permitted hereunder (whether or not consummated), (v) Restructuring Costs, (vi) Cost Savings, (vii) any decrease in Consolidated Net income for such period resulting from purchase accounting in connection with any acquisition, (viii) any non-cash charges (other than the write-down of current assets) for such period, (ix) any extraordinary charges, (x) any

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Non-Recurring Charges, (xi) any commissions, discounts, yield and upfront and other fees or charges related to any Permitted Receivables Financing for such period, and any other amounts for such period comparable to or in the nature of interest under any Permitted Receivables Financing, and losses on dispositions of Securitization Assets and related assets in connection with any Permitted Receivables Financing for such period and (xii) the aggregate amount of Management Fees recognized as an expense during such period by Holdings and its Subsidiaries and minus (b) without duplication, (i) all cash payments made during such period on account of reserves and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(viii) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any gains which are of an abnormal, unusual, extraordinary or non-recurring nature and all non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP; provided that for purposes of calculating the Senior Secured First Lien Leverage Ratio and the Total Leverage Ratio for any period, (A) the Consolidated EBITDA of any Acquired Entity acquired by Holdings or any Subsidiary pursuant to a Permitted Acquisition during such period (or, for purposes of determining whether any transaction is permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the date of such determination) shall be included on a pro forma basis for such period (assuming the consummation of such acquisition occurred as of the first day of such period) and (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by Holdings or any Subsidiary during such period (or, for purposes of determining whether any transaction is permitted under Section 6.01(i) or 6.01(l), after the end of such period and on or prior to the date of such determination) shall be excluded for such period (assuming the consummation of such sale or other disposition occurred as of the first day of such period). Solely for purposes of determining compliance with the covenant in Section 6.12, any cash common equity contribution made to Holdings after the last day of any fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of Holdings, be deemed to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) no more than six Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Holdings to be in compliance with the covenant in Section 6.12 for the relevant fiscal quarter, (d) all Specified Equity Contributions shall be disregarded for any purpose under this Agreement other than determining compliance with the covenant in Section 6.12 (including determining the Applicable Margin) and (e) the Specified Equity Contribution may not reduce Indebtedness on a pro forma basis for purposes of calculating the covenant in Section 6.12. If, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the covenant set forth in Section 6.12, Holdings shall be deemed to have satisfied the requirements of the covenant in Section 6.12 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and

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any breach or default of the covenant in Section 6.12 that had occurred shall be deemed cured for the purposes of this Agreement and upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 5.04 (the “Anticipated Cure Deadline”), that Holdings intends to make a Specified Equity Contribution in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Commitments or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the covenant set forth in Section 6.12 in respect of such fiscal quarter unless such failure is not cured pursuant to a Specified Equity Contribution on or prior to the Anticipated Cure Deadline (it being understood that any Default or Event of Default that shall have occurred as a result of the failure to comply with such covenant shall exist for all other purposes of this Agreement and the other Loan Documents until such Specified Equity Contribution is actually made).

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of Holdings and the Subsidiaries for such period net of any interest income of Holdings and the Subsidiaries for the period, in each case determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of Holdings or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP (but excluding any capitalized interest on Subordinated Shareholder Loans), plus (c) to the extent not otherwise included in Consolidated Interest Expense, any commissions, discounts, yield and upfront and other fees and charges expensed during such period in connection with any Permitted Receivables Financing which are payable to any Person other than a Borrower, a Loan Party or a Securitization Subsidiary. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdings or any Subsidiary with respect to interest rate Hedging Agreements.

“Consolidated Net Income” shall mean, for any period, the net income or loss of Holdings and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by a Parent Company during such period as though such charge, tax or expense had been incurred by Holdings, to the extent that Holdings has made or would be entitled under the Loan Documents to make any payment to or for the account of a Parent Company in respect thereof); provided that there shall be excluded (a) the income of any Subsidiary (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions (including by way of repayment of existing loans) by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any Subsidiary or the date that such Person’s assets are acquired by any Subsidiary, (c) the income or loss of any Person that is not a Wholly Owned Subsidiary of Holdings, to the extent attributable to the minority interest in such Person, (d) any gains attributable to

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sales of assets out of the ordinary course of business, (e) any net unrealized gain or loss resulting in such period from translation gains or losses including those related to currency re-measurements of Indebtedness and (f) any income or loss attributable to the early extinguishment of Indebtedness, Hedging Agreements or other derivative agreements. Consolidated Net Income shall not include the income or loss of any Unrestricted Subsidiary; provided that the amount of any cash dividends paid by any Unrestricted Subsidiary to Holdings or any Subsidiary during any period shall be included, without duplication, in the calculation of Consolidated Net Income for such period.

“Consolidated Total Assets” shall mean, as of any date, the total assets of Holdings and the Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of such date.

“Continuing Directors” shall mean the directors of the Board of Directors of Holdings on the Closing Date, after giving effect to the Transactions and the other transactions contemplated thereby, and each other director if, in each case, such other director’s nomination for election to the Board of Directors of Holdings is recommended by at least a majority of the then Continuing Directors or the election of such other director is approved by one or more Permitted Investors.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Cost Savings” shall mean, for any period, without duplication of cost savings reflected in the actual operating results for such period, cost savings actually realized during such period as part of a cost savings plan, calculated on a pro forma basis as though such cost savings had been realized on the first day of such period; provided that a certificate of a Financial Officer of Holdings, certifying that such cost savings plan has been implemented and that the reflection of the Cost Savings in the calculation of Consolidated EBITDA is fair and accurate shall have been delivered to the Administrative Agent, and if reasonably requested by the Administrative Agent, such cost savings shall be verified by the Independent Accountant.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the revolving credit, letter of credit, bank guarantee and term loan facilities provided for by this Agreement.

“Cumulative Credit” shall have the meaning assigned to such term in the February 2011 Senior Secured Note Indenture as in effect on the Restatement Date and after giving effect to the amendment to such definition set forth in the eleventh supplemental indenture thereto dated as of September 8, 2011 (excluding amounts referred to in clauses 5 and 6 of the definition thereof).

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“Daily Rate” shall mean, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate or Foreign Base Rate.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.13(e).

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Designated Foreign Currency” shall mean Euro or, with respect to any Other Term Loan Commitments and Other Revolving Credit Commitments, Canadian Dollars or any other freely available currency reasonably requested by a Borrower and reasonably acceptable to the Administrative Agent and any applicable Issuing Bank.

“Designated Non-Cash Consideration” shall mean the fair market value (which may be determined at the time the definitive agreement with respect to a given Asset Sale is entered into or at the time of the closing thereof) of non-cash consideration received by Holdings, any Borrower or any Subsidiary in connection with an Asset Sale made

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pursuant to Section 6.05(b) that is designated on or prior to the closing date thereof as Designated Non-Cash Consideration pursuant to a certificate of a Financial Officer of Holdings setting forth the basis of such valuation (which amount of Designated Non-Cash Consideration shall be deemed to be reduced for purposes of Section 6.05(b) to the extent the same is converted to cash, cash equivalents or Permitted Investments following the consummation of the applicable Asset Sale).

“Discount Range” shall have the meaning assigned to such term in Section 2.12(b)(i).

“Disqualified Institution” shall mean (a) any institution (and its known Affiliates) identified by Holdings in writing to the Administrative Agent from time to time as being adverse to Holdings or any of its Affiliates in any actual or threatened lawsuit and (b) business competitors of Holdings and its Subsidiaries identified by Holdings in writing to the Administrative Agent from time to time and their known Affiliates.

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital (other than a return of capital payable solely in shares of Qualified Capital Stock), in each case at any time on or prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interest, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interest (other than (i) upon payment in full of the Obligations (other than indemnification and other contingent obligations for which no claim has been made) or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than indemnification and other contingent obligations for which no claim has been made) that are accrued and payable and the termination of the Commitments); provided further, however, that if such Equity Interest is issued to any employee or to any plan for the benefit of employees of Holdings or any of its subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollar Equivalent” shall mean, on any date of determination, with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent using the Exchange Rate at the time in effect.

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“Dollars” or “$” shall mean lawful money of the United States of America.

“Domination Agreements” shall mean the Existing Domination Agreements and any domination agreements and/or profit and loss pooling agreements (Beherrschungs- und/oder Gewinnabführungsvertrag) entered after the Closing Date pursuant to Section 5.17.

“Dutch Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Eligible Assignee” shall mean (a) in the case of Term Loans and Term Loan Commitments, (i) an Affiliated Lender, to the extent contemplated by Section 9.04(m), (ii) a Lender, (iii) an Affiliate of a Lender, (iv) a Related Fund of a Lender and (v) any other Person (other than a natural person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed), and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a Revolving Credit Lender and (iv) any other Person (other than a natural person), in the case of each of the foregoing clauses, approved by the Administrative Agent and each applicable Issuing Bank and, in the case of clauses (b)(iii) and (b)(iv), unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed); provided further that notwithstanding the foregoing, the term “Eligible Assignee” shall not include Holdings, any Borrower or any of their respective Affiliates, except as set forth in clause (a)(i) above.

“Environmental Laws” shall mean all Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, binding directives, orders (including consent orders), and binding agreements in each case, relating to the environment, the preservation or reclamation of natural resources, endangered or threatened species, protection of the climate, human health and safety as they relate to exposure to Hazardous Materials, or the presence or Release of, exposure to, or the generation, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages, costs of medical monitoring, remediation costs and reasonable fees and expenses of attorneys and consultants), whether contingent or otherwise, arising out of or relating to (a) compliance or noncompliance with any Environmental Law, (b) the generation, use, handling, distribution, recycling, transportation, storage, treatment or disposal (or the arrangement for such activities) of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Environmental Permits” shall mean any permit, license or other approval required under any Environmental Law.

“EONIA Rate” shall mean, for any day, (a) with respect to Loans denominated in Euros, a fluctuating rate per annum equal to the EONIA Rate calculated by the European Central Bank and published on the Reuters Screen EONIA Page or any other service selected by the Administrative Agent, reflecting the weighted average of all overnight unsecured lending transactions in the interbank market for Euros, initiated within the Euro area by the contributing panel banks or, if such rate does not appear on such page for any day which is a Business Day, the average of the quotations for such day on overnight unsecured lending transactions in Euros received by the European Administrative Agent from three banks in the European Union of recognized standing selected by it and (b) with respect to Loans denominated in a Designated Foreign Currency other than Euros, the “EONIA Rate” as defined in the applicable Incremental Assumption Agreement. The term “Reuters Screen EONIA Page” means the display designated as page “EONIA” on the Reuters Monitor Money Rates Service (or such other page as may replace the EONIA page on that service for the purpose of displaying such Euro Overnight Index Average Rate).

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings or any Subsidiary is treated as a single employer under Section 414 (b) and (c) of the Code but for purposes of Sections 412 and 430, shall include clauses (m) and (o).

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation), (b) the failure of any Plan to satisfy the minimum funding standard applicable to such Plan within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by Holdings, any Material Subsidiary or any ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of Holdings, any Material Subsidiary or any of ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by Holdings or any of its ERISA Affiliates from the PBGC or the administrator of any Plan or Multiemployer Plan of any notice relating to the intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 436(f) of the Code or Section 206 of

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ERISA, (g) the receipt by Holdings, any Material Subsidiary or any ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Holdings, any Material Subsidiary or any ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or “in reorganization”, “endangered” or “critical” status within the meaning of Title IV of ERISA, (h) the occurrence of a non-exempt “prohibited transaction” with respect to which Holdings or any Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Holdings or any such Subsidiary could otherwise be liable, (i) any Foreign Benefit Event or (j) the occurrence of any other similar event or condition with respect to a Plan or Multiemployer Plan that could result in liability (other than liability incurred in the ordinary course of business) of Holdings or any Material Subsidiary in each case in excess of $10,000,000.

“Escrow Subsidiary” shall mean one or more subsidiaries created by Holdings for the purpose of issuing or incurring Indebtedness, the proceeds of which shall be deposited and held in escrow pursuant to customary escrow arrangements pending their use to finance a contemplated Permitted Acquisition. Until such time as the proceeds of such Indebtedness have been released from escrow in accordance with the applicable escrow arrangements (the “Escrow Release Effective Time”), each relevant Escrow Subsidiary shall be deemed not to be a Subsidiary for any purpose of this Agreement and the other Loan Documents; provided that (a) each Escrow Subsidiary shall be identified to the Administrative Agent promptly following its formation (and in any event prior to its incurrence of any Indebtedness) and (b) as of and after the Escrow Release Effective Time, each relevant Escrow Subsidiary shall be a Subsidiary for all purposes of this Agreement and the other Loan Documents unless designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement.

“EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate per annum equal to the Banking Federation of the European Union EURIBO Rate (“BFEA EURIBOR”), as published by Telerate (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Euro for delivery on the first day of such Interest Period in same day funds and with a term equivalent to such Interest Period would be offered by the Administrative Agent in the European interbank market at their request at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period.

“Euro” or “€” shall mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

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“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“European Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“European L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant to a European Letter of Credit issued by such Issuing Bank.

“European L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding European Letters of Credit at such time and (b) the aggregate principal amount of all European L/C Disbursements that have not yet been reimbursed by or on behalf of the European Borrowers at such time. The European L/C Exposure of any European Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate European L/C Exposure at such time.

“European Letter of Credit” shall mean any letter of credit or bank guarantee issued by an Issuing Bank pursuant to Section 2.22 at the request of a European Borrower for the account of itself or any other Wholly Owned Subsidiary of Holdings. All European Letters of Credit will be denominated in Euro.

“European Revolving Credit Commitment” shall mean, with respect to each European Revolving Credit Lender, the commitment of such Lender to make European Revolving Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its European Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“European Revolving Credit Exposure” shall mean, with respect to any European Revolving Credit Lender at any time, the aggregate principal amount at such time of all outstanding European Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s European L/C Exposure.

“European Revolving Credit Lender” shall mean a Lender with a European Revolving Credit Commitment or an outstanding European Revolving Loan.

“European Revolving Loans” shall mean the revolving loans made by the Lenders to a European Borrower pursuant to clause (ii) of Section 2.01(a).

“European Term Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“European Term Lender” shall mean a Lender with a European Term Loan Commitment or an outstanding European Term Loan.

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“European Term Loan Commitments” shall have the meaning assigned to the term “Incremental European Term Loan Commitments” in Amendment No. 7. As of the Third Restatement Date, the aggregate outstanding principal amount of European Term Loan Commitments was €300,000,000.

“European Term Loan Maturity Date” shall mean September 28, 2018.

“European Term Loans” shall mean the “Incremental European Term Loans” as defined in Amendment No. 7.

“Events of Default” shall mean any of the events specified in clauses (a) through (r) of Article VII; provided that any requirement set forth therein for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow” shall mean, for any fiscal year of Holdings the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) any decrease in working capital of Holdings and its Subsidiaries from the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade creditors over (b) the sum, without duplication, of (i) the amount of any Taxes paid or payable in cash by Holdings and the Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Expense for such fiscal year paid in cash, (iii) non recurring fees, expenses or charges paid in cash in connection with the consummation and implementation of the Transactions, the Company Post-Closing Reorganization and in connection with any offering of Equity Interests, investment or Indebtedness permitted by this Agreement (whether or not consummated), (iv) Restructuring Costs paid in cash, (v) Cost Savings, (vi) expenses or charges paid in cash which are of an abnormal, unusual, extraordinary or non-recurring nature, (vii) Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (viii) the consideration paid in connection with Permitted Acquisitions (and transaction related fees and expenses, including financing fees, merger and acquisition fees, accounting, due diligence and legal fees and other fees and expenses in connection therewith), in each case paid or made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (ix) the amount of any contributions made during such fiscal year by Holdings or any Subsidiary to any Plan, Multiemployer Plan or Foreign Pension Plan, to the extent not deducted in determining Consolidated EBITDA for such fiscal year, (x) permanent repayments of Indebtedness (other than (w) repurchases of Term Loans made pursuant to Section 2.12(b), (x) mandatory prepayments of Loans under Section 2.13, (y) Voluntary Prepayments and (z) permanent prepayments, repurchases or redemptions of Senior Secured Notes) made in cash by Holdings and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (xi) any increase in working capital of Holdings and its Subsidiaries from

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the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade creditors and (xii) to the extent such Management Fees have been or will be paid in cash by Holdings and its Subsidiaries prior to the end of the following fiscal year (and without duplication of any amounts deducted pursuant to this clause (xii) in respect of any prior fiscal year), the aggregate amount of Management Fees added back in the calculation of Consolidated EBITDA for such fiscal year pursuant to clause (a)(xii) of the definition thereof; provided that, to the extent any Management Fees deducted from Excess Cash Flow pursuant to this clause (xii) are not paid in cash prior to the end of such following fiscal year, the amount of Management Fees deducted from Excess Cash Flow pursuant to this clause (xii) and not so paid shall be added to Excess Cash Flow for such following fiscal year. In calculating the decrease or increase in working capital of Holdings and its Subsidiaries, there shall be excluded the effect of any Permitted Acquisition during such period as well as the impact of movements in foreign currencies.

“Exchange Act” shall mean the United States Securities and Exchange Act of 1934, as amended from time to time.

“Exchange Rate” shall mean, on any day, with respect to any currency to be translated into Dollars or Euro, the rate at which such currency may be exchanged into Dollars or Euro, as the case may be, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page for such currency. In the event that such rate does not appear on the Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of Dollars or Euro, as the case may be, for delivery two Business Days later; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Subsidiary” shall mean:

(a) each Subsidiary listed on Schedule 1.01(c), being all the Excluded Subsidiaries existing on the Third Restatement Date;

(b) each other Subsidiary formed or acquired after the Closing Date that is not a Wholly Owned Subsidiary of Holdings;

(c) each Subsidiary that (i) is not organized in a Guarantor Jurisdiction, (ii) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, did not have gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of the

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Consolidated Total Assets and (iii) for the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, did not have earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA;

(d) each Inactive Subsidiary;

(e) each Securitization Subsidiary;

(f) each Unrestricted Subsidiary; and

(g) each Subsidiary which, in accordance with the Agreed Security Principles, is not required to provide a Guarantee with respect to the Obligations and which does not Guarantee the Obligations, any Senior Secured Notes or any Senior Unsecured Notes;

provided that no Subsidiary set forth on Schedule 1.01(e) shall be an Excluded Subsidiary.

“Excluded Taxes” shall mean (a) Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising solely from such Recipient having executed, delivered, enforced, become a party to, performed its obligations, received payments, received or perfected a security interest under, or engaged in any other transaction pursuant to, this Agreement or any Loan Document), except as provided for in Section 2.14(a), (b) any withholding Taxes resulting from a failure by the applicable Recipient (other than a failure resulting from a Change in Law or from the application of Section 2.20(f)) to comply with Sections 2.20(e) and 2.20(g), (c) in the case of a U.S. Recipient, any U.S. Federal withholding Taxes, except to the extent that (i) such Taxes result from a Change in Law that occurred after the later of the date such U.S. Recipient becomes a party to this Agreement or the date (if any) such U.S. Recipient designates a new lending office or (ii) amounts with respect to such Taxes were payable pursuant to Section 2.20 to such U.S. Recipient’s assignor immediately before such U.S. Recipient acquired its interest with respect to this Agreement from such assignor or to such U.S. Recipient immediately before it designated such new lending office, as applicable, (d) in the case of a U.S. Recipient that is an intermediary, partnership or other flow-through entity for U.S. Federal income tax purposes, any U.S. Federal withholding Taxes that are imposed based upon the status of a beneficiary, partner or member of such U.S. Recipient, except to the extent that (i) such Taxes result from a Change in Law that occurred after the date on which such beneficiary, partner or member becomes a beneficiary, partner or member of such U.S. Recipient or (ii) amounts with respect to such Taxes were payable pursuant to Section 2.20 to such U.S. Recipient in respect of the assignor (or predecessor in interest) of such beneficiary, partner or member immediately before such beneficiary, partner or member acquired its interest in such U.S. Recipient from such assignor (or predecessor in interest)), and (e) any Taxes arising under FATCA.

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“Existing Collateral” shall mean the “Collateral” as defined in each of the Subordinated Note Indentures.

“Existing Credit Agreement” shall mean the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise modified prior to the Third Restatement Date), among Holdings, the Borrowers, the lenders party thereto and Credit Suisse AG, as administrative agent.

“Existing Domination Agreements” shall mean the domination agreements (Beherrschungsverträge) and/or profit and loss pooling agreements (Gewinnabführungsverträge) as registered in the commercial register extracts (Handelsregisterausdrucke) or filed for registration with the competent commercial register according to the commercial register extracts (Handelsregisterausdrucke) or registration filings delivered for the Loan Parties incorporated in Germany pursuant to Section 4.02(c) of the Original Credit Agreement.

“Existing Intercreditor Agreement” shall mean the Intercreditor Agreement dated May 11, 2007, as amended and restated as of the Closing Date, among Holdings, BP I, the other obligors signatory thereto, and Credit Suisse AG, on behalf of the senior lenders thereunder, and as senior agent, security trustee and senior issuing bank thereunder.

“Existing Letter of Credit” shall mean each Letter of Credit previously issued for the account of a Borrower that (a) is outstanding on the Closing Date and (b) is listed on Schedule 1.01(a).

“Failed Auction” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“FATCA” shall mean Section 1471 through 1474 of the Code, as of the Third Restatement Date (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any applicable fiscal or regulatory legislation, regulations or other official guidance adopted by a Governmental Authority pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“FBR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Foreign Base Rate. Notwithstanding anything to the contrary contained herein, Loans may be maintained as FBR Revolving Loans only to the extent specified in Section 2.08, 2.10(vii) or 2.15.

“February 2011 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the February 2011 Senior Secured Notes were issued.

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“February 2011 Senior Secured Notes” shall mean the Senior Secured Notes issued on February 1, 2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,000,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the February 2011 Senior Secured Note Indenture.

“February 2011 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of February 1, 2011, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee, pursuant to which the February 2011 Senior Unsecured Notes were issued.

“February 2011 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on February 1, 2011, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,000,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the February 2011 Senior Unsecured Note Indenture.

“February 2012 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of February 15, 2012, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee, pursuant to which the February 2012 Senior Unsecured Notes were issued.

“February 2012 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on February 15, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,250,000,000 to the extent not exchanged for August 2011 Senior Unsecured Notes, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the February 2012 Senior Unsecured Note Indenture.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Engagement Letter dated November 4, 2009, among Holdings, the Administrative Agent and Credit Suisse Securities (USA) LLC.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

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“First Lien Intercreditor Agreement” shall mean the Intercreditor Agreement dated as of November 5, 2009, as amended on January 21, 2010, among the Administrative Agent, the Indenture Trustee, the Collateral Agents, the grantors party thereto and each additional representative from time to time party thereto, attached hereto as Exhibit G.

“Foreign Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) with respect to Loans denominated in Euros, (i) the rate of interest per annum determined by the Administrative Agent and notified to the European Borrowers to be its prime rate for short-term loans in Euro, (ii) the EONIA Rate in effect on such day plus 1/2 of 1%, (iii) the EURIBO Rate on such day for a three month Interest Period commencing on the second Business Day after such day plus 1% and (iv) 3% per annum and (b) with respect to Loans denominated in a Designated Foreign Currency other than Euros, the “Foreign Base Rate” as defined in the applicable Incremental Assumption Agreement. The Foreign Base Rate under clause (a)(i) is set by the Administrative Agent based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate.

“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount of unfunded liabilities permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability in excess of €1,000,000 by Holdings or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by Holdings or any Subsidiary, or the imposition on Holdings or any Subsidiary of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of €10,000,000.

“Foreign Collateral Agreement” shall mean each security agreement that is stated to be governed by the law of a jurisdiction outside of the United States and that is required by the Administrative Agent and any Collateral Agent to grant Liens in certain of the assets of the Loan Parties party thereafter in favor of such Collateral Agent and/or the “Pledgees” (as defined therein), for the benefit of the “Secured Parties” and/or the “Pledgees” (each as defined therein), in form and substance reasonably satisfactory to the Administrative Agent and such Collateral Agent and subject to the Agreed Security Principles.

“Foreign Pension Plan” shall mean any benefit plan that under applicable law outside of the United States is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority, provided that, for the avoidance of doubt, a “Foreign Pension Plan” does not include a “Plan”.

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“GAAP” shall initially mean IFRS; provided, however, that from and after the effectiveness of any change permitted by Section 6.13(b) until the effective time of any subsequent change permitted by Section 6.13(b), “GAAP” shall mean the accounting principles used for financial reporting by Holdings at the effective time of such change.

“German Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Graeme Hart” shall mean (a) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs or any of his immediate family members), and any of his or their Affiliates (each a “Hart Party”) and (b) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Hart Party; provided that in the case of clause (b), (i) one or more Hart Parties own a majority of the voting power of the Equity Interests of Holdings or any Parent Company, as applicable, (ii) no other Person has beneficial ownership of any of the Equity Interests included in determining whether the threshold set forth in clause (i) has been satisfied and (iii) one or more Hart Parties control a majority of the Board of Directors of Holdings or any Parent Company, as applicable.

“Graham Packaging” shall mean Graham Packaging Holdings Company, a Pennsylvania limited partnership.

“Graham Packaging Closing Date” shall mean the “Closing Date” as defined in Amendment No. 6.

“Graham Packaging Transactions” shall mean the “Transactions” as defined in Amendment No. 6.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(j).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of

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assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor Joinder” shall mean a joinder agreement to this Agreement entered into by a Subsidiary Guarantor and accepted by the Administrative Agent, in the form of Exhibit D or such other form as shall be approved by the Administrative Agent.

“Guarantor Jurisdiction” shall mean a jurisdiction where one or more Loan Parties is organized.

“Guarantors” shall mean Holdings, BP I, the Borrowers and the Subsidiary Guarantors.

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedge Provider” shall mean each counterparty to any Hedging Agreement with a Loan Party that either (i) is in effect on the Closing Date if such counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (ii) is entered into after the Closing Date if such counterparty is Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement is entered into; provided that, in each case, such Person has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment, which has not been cancelled.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdings” shall have the meaning assigned to such term in the introductory statement to this Agreement; provided that, in the event of a Midco Reorganization, the term “Holdings” shall mean Midco.

“IFRS” shall mean International Financial Reporting Standards issued by the International Accounting Standards Board applied on a consistent basis.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, did not have gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of the Consolidated Total Assets and (b) for the period of four consecutive fiscal quarters of Holdings most recently ended for

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which financial statements are available, did not have earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA; provided that if the Immaterial Subsidiaries taken as a whole would have, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, gross assets (excluding intra group items but including investments in Subsidiaries, without duplication) in excess of 10.0% of the Consolidated Total Assets or would have, for the most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements are available, aggregate earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 10.0% of the Consolidated EBITDA, then Holdings shall designate one or more of such Subsidiaries to cease being Immaterial Subsidiaries to the extent necessary to eliminate such excess, and upon such designation such designated Subsidiaries shall cease to be Immaterial Subsidiaries. On the Second Restatement Date, a Responsible Officer of Holdings shall deliver a certificate certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitations set forth above.

“Inactive Subsidiary” shall mean any Subsidiary (other than BP I, BP II and the Borrowers) that (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any Indebtedness outstanding.

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement among, and in form and substance reasonably satisfactory to, each applicable Borrower, the Administrative Agent and one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as the case may be.

“Incremental Facility Amount” shall mean, on any date of determination, (x) with respect to the incurrence of Indebtedness under Section 6.01(m), the excess, if any, of (a) $750,000,000 (it being understood that such amount shall not be subject to reduction as a result of the making of the U.S. Term Loans and the European Term Loans on the Third Restatement Date) over (b) the sum of (i) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments, in each case, established pursuant to Section 2.23 after the Third Restatement Date and prior to such date of determination and (ii) the aggregate principal amount of Indebtedness incurred pursuant to Section 6.01(m) after the Third Restatement Date and prior to such date of determination; provided, however, that, to the extent (A) the proceeds of any Incremental Term Loans made after the Third Restatement Date are used concurrently with the incurrence thereof to prepay then-outstanding Term Loans of a Class or Classes and (B) concurrently with the establishment of any Incremental Revolving Credit Commitments, the then outstanding Revolving Credit Commitments of a Class or Classes are permanently reduced on a pro tanto basis, the establishment of such Incremental Term Loan Commitments and Incremental Revolving Credit Commitments shall not reduce the Incremental Facility Amount determined pursuant to this clause (a), and (y) with respect to the incurrence of Indebtedness under Section 2.23, the greater of the amount set forth under clause (x) above and the maximum principal amount of Indebtedness that, if fully drawn on such date of determination, would not cause the

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Senior Secured First Lien Leverage Ratio, calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the application of proceeds therefrom, to exceed 3.5 to 1.0.

“Incremental Lender” shall mean an Incremental Revolving Credit Lender or an Incremental Term Lender.

“Incremental Revolving Credit Commitment” shall mean any increased or incremental Revolving Credit Commitment provided pursuant to Section 2.23.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding Revolving Loan of any Class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Loan” shall mean Revolving Loans made by one or more Lenders to one or more Borrowers pursuant to their Incremental Revolving Credit Commitments. Incremental Revolving Loans may be made in the form of additional Revolving Loans or, to the extent permitted by Section 2.23 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Amendment No. 7 or Section 2.23, to make Incremental Term Loans to one or more Term Borrowers, and shall include the U.S. Term Loan Commitments and the European Term Loan Commitments.

“Incremental Term Loan Maturity Date” shall mean, with respect to any Incremental Term Loans made after the Third Restatement Date, the final maturity date of such Incremental Term Loans, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loan Repayment Dates” shall mean, with respect to any Incremental Term Loans made after the Third Restatement Date, the dates scheduled for the repayment of principal thereof, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to one or more Term Borrowers pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.23 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are

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customarily paid, (d) [reserved], (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) net obligations of such Person under any Hedging Agreements, valued at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such equity interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account party in respect of letters of credit and bank guarantees, (l) all obligations of such Person in respect of bankers’ acceptances and (m) with respect to Holdings and the Subsidiaries, the Securitization Amount; provided that Indebtedness shall not include (A) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset or (B) earn-out and other contingent obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP; provided, further, that if any Indebtedness under clause (f) is recourse only to the property so securing it, then the amount thereof shall be deemed to be equal to the lesser of the aggregate principal amount of such Indebtedness and the fair market value of such property. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“Indemnified Taxes” shall mean Taxes (including Other Taxes), other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as trustee under each of the Senior Secured Note Indenture entered into on the Closing Date, the October 2010 Senior Secured Note Indenture, the February 2011 Senior Secured Note Indenture, the August 2011 Senior Secured Note Indenture and the September 2012 Senior Secured Note Indenture.

“Independent Accountant” shall mean PricewaterhouseCoopers or other independent public accountants of recognized national standing.

“Information” shall have the meaning assigned to such term in Section 9.16.

“Intercreditor Agreements” shall mean the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement, the Other Intercreditor Agreements, if any, and the Junior Lien Intercreditor Agreements, if any.

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“Interest Payment Date” shall mean (a) with respect to any Daily Rate Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months or, to the extent agreed to by all affected Lenders, 9 or 12 months thereafter, as the Borrower may elect; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (iii) no Interest Period for any Loan shall extend beyond the maturity date of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment Fund” means an Affiliate of Parent Company (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which none of Parent Company, Holdings or any of its subsidiaries possesses, directly or indirectly, the power to make, cause or direct the individual investment decisions for such entity, in each case identified as such in any related Assignment and Acceptance and reasonably acceptable to the Administrative Agent.

“IRS” shall mean the United States Internal Revenue Service.

“Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder, (b) with respect to each Existing Letter of Credit, the Lender that issued such Existing Letter of Credit, and (c) any other Lender that may become an Issuing Bank pursuant to Section 2.22(i) or 2.22(k), with respect to Letters of Credit issued by such Lender. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

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“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Junior Lien Intercreditor Agreements” shall mean one or more intercreditor agreements in form and substance reasonably satisfactory to both Holdings and the Administrative Agent containing customary intercreditor provisions as between senior and junior creditors.

“Latest Term Loan Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Term Loans or Term Loan Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“L/C Commitment” shall mean the commitment of each Issuing Bank to issue Letters of Credit pursuant to Section 2.22.

“L/C Disbursements” shall mean the U.S. L/C Disbursements and the European L/C Disbursements.

“L/C Exposures” shall mean the U.S. L/C Exposures and the European L/C Exposures.

“L/C Participation Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Legal Reservations” shall mean (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, bankruptcy, reorganization and other laws generally affecting the rights of creditors; (b) the time barring of claims under any applicable laws, the possibility that an undertaking to assume liability for or indemnify a Person against non payment of Taxes may be void and defenses of set-off or counterclaim; (c) similar principles, rights and defenses under the laws of any relevant jurisdiction; and (d) any other matters of law of general application which may limit validity, enforceability or perfection in any relevant jurisdiction.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance or an Incremental Assumption Agreement (other than, in the case of clauses (a) and (b), any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance).

“Letter of Credit” shall mean any standby letter of credit (which shall not include any trade letter of credit) issued pursuant to Section 2.22 and any Existing Letter of Credit. Unless the context otherwise requires, the term “Letter of Credit” shall include any Bank Guarantee.

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“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period denominated in a currency other than Euro, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in such currency (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in the relevant currency are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the beginning of such Interest Period.

“Lien” shall mean, with respect to any asset, (a) any mortgage, trust declared for the purpose of creating a security interest in an asset, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” shall mean any acquisition which Holdings or one or more of its Subsidiaries has contractually committed to consummate, the terms of which do not condition Holdings’ or its Subsidiary’s, as applicable, obligation to close such acquisition on the availability of third-party financing.

“Loan Documents” shall mean this Agreement, each amendment to this Agreement (including each Incremental Assumption Agreement), the Letters of Credit, the Security Documents, each Loan Modification Agreement, the Intercreditor Agreements, each Additional Bank Secured Party Acknowledgment and the promissory notes, if any, executed and delivered pursuant to Section 2.04(e).

“Loan Modification Agreement” shall mean a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent, Holdings, the other Loan Parties and one or more Accepting Lenders.

“Loan Modification Offer” shall have the meaning assigned to such term in Section 9.24(a).

“Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Guarantors.

“Loan Parties’ Agent” shall mean Holdings.

“Loans” shall mean the Revolving Loans and the Term Loans.

“Local Facility” shall mean a working capital facility provided to a Subsidiary (other than BP I, BP II and the Borrowers) by a Local Facility Provider.

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“Local Facility Provider” means a lender or other bank or financial institution that has executed and delivered to the Administrative Agent an Additional Bank Secured Party Acknowledgment with respect to a working capital facility provided to a Subsidiary (other than BP I, BP II and the Borrowers).

“Local Time” shall mean, in relation to any Borrowing by (a) the U.S. Borrowers, New York City time, and (b) the European Borrowers, London time.

“Luxembourg Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Luxembourg Issuer” shall mean Reynolds Group Issuer (Luxembourg) S.A., société anonyme and a Wholly Owned Subsidiary of Holdings, with a registered office at 6, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg and registered with the Luxembourg register of commerce and companies under number B 148.957 and its successors.

“Management Fees” shall mean any management, consulting, monitoring or advisory fees to a Parent Company or an Affiliate thereof; provided that (i) the aggregate amount of any such management, consulting, monitoring or advisory fees paid to a Parent Company or an Affiliate thereof in respect of fiscal years 2009 and 2010 shall not exceed $37,000,000 in the aggregate regardless of the fiscal year in which such payments occur and (ii) the aggregate amount of any such management, consulting, monitoring or advisory fees paid to a Parent Company or an Affiliate thereof in any fiscal year (excluding any amounts paid in respect of fiscal years 2009 and 2010, which shall be subject to the foregoing clause (i)) shall not exceed an amount equal to 1.5% of Consolidated EBITDA of Holdings for the immediately preceding fiscal year (but calculated for purposes of this definition without giving effect to any addition to such Consolidated EBITDA pursuant to clause (a)(xii) of the definition thereof).

“Management Group” shall mean the group consisting of the directors, executive officers and other management personnel of Holdings or any Parent Company, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of Holdings or any Parent Company, as applicable, was approved by a vote of a majority of the directors of Holdings or any Parent Company, as applicable, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other management personnel of Holdings or Parent Company, as applicable, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of Holdings or Parent Company, as applicable.

“Mandatory Cost” shall mean the percentage rate per annum calculated by the Administrative Agent in accordance with Exhibit L.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

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“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of Holdings and the Subsidiaries, taken as a whole, or (b) a material impairment of the rights and remedies available to the Lenders, taken as a whole, under any Loan Document (other than one or more Security Documents that purport to create security interests in Collateral with an aggregate fair market value at any time less than $100,000,000).

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit) of any one or more of Holdings or any Subsidiary in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings or any Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

“Material Subsidiary” shall mean any Subsidiary that is not an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“May 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of May 4, 2010, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee.

“May 2010 Senior Unsecured Notes” shall mean the 8.5% Senior Notes due 2018, issued pursuant to the May 2010 Senior Unsecured Note Indenture on the Amendment No. 2 Effective Date, in an aggregate principal amount of $1,000,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the May 2010 Senior Unsecured Note Indenture.

“Midco” shall mean a newly formed Wholly Owned Subsidiary of Holdings.

“Midco Reorganization” shall mean the transfer by Holdings of all the capital stock of BP I to Midco; provided that (a) Midco expressly assumes all the obligations of Holdings under the Loan Documents to which Holdings is a Party and (b) immediately after giving effect to such transfer, no Default shall have occurred and be continuing.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgaged Properties” shall mean, as of the Third Restatement Date, the owned real properties of the Loan Parties specified on Schedule 1.01(d), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12 or has been granted pursuant to Section 5.12 of the Existing Credit Agreement.

“Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to the Mortgaged Properties, each in form and substance reasonably satisfactory to the Administrative Agent and the applicable Collateral Agent.

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“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good-faith estimate of any other Taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests to the extent not available for distribution to or for the account of Holdings as a result thereof and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however, that, if (A) Holdings shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof setting forth the intent of Holdings and the Subsidiaries to reinvest such proceeds in productive assets of a kind then used or usable in the business of Holdings and the Subsidiaries within 12 months of receipt of such proceeds and (B) no Default or Event of Default shall have occurred and shall be continuing at the time of delivery of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such 12-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided further that the aggregate cash proceeds received by Holdings or any Subsidiary in respect of the sale, transfer or other disposition of Non-Strategic Land in an aggregate amount of up to €25,000,000 shall not constitute Net Cash Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness by Holdings or any Subsidiary, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“Non-Consensual Asset Sale” shall mean any sale, transfer or other disposition (a) that gives rise to any property or casualty insurance claim or (b) that arises in connection with any taking under power of eminent domain or by condemnation or similar proceeding of or relating to any property or asset of Holdings or any Subsidiary.

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.21(a).

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

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“Non-Recurring Charges” shall mean, in respect of any period, charges which are of an abnormal, unusual or non-recurring nature; provided that a certificate of a Financial Officer of Holdings, certifying that such charges are fair and accurate, and in form reasonably satisfactory to the Administrative Agent shall have been delivered to the Administrative Agent.

“Non-Strategic Land” shall mean the investment properties in which Holdings or any Subsidiary had an interest as of the date hereof which are a proportion of the real property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property owned by SIG Combibloc Group AG located at Newcastle in England, real property owned by SIG Combibloc Group AG and located at Neuhausen in Switzerland, Beringen in Switzerland, Ecublens in Switzerland, Romanel in Switzerland and Rafz in Switzerland, real property owned by SIG Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property owned by SIG Euro Holding AG & Co. KGaA located at Waldshut Tiengen in Germany, real property owned by SIG Combibloc Zerspannungstechnik GmbH located at Aachen in Germany and real property owned by SIG Combibloc GmbH located at Saalfelden in Austria.

“November 2009 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of the Closing Date, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the Closing Date Senior Secured Notes were issued.

“Obligations” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.

“October 2010 Issuers” shall mean RGHL US Escrow I LLC, a Delaware limited liability company, RGHL US Escrow I Inc., a Delaware corporation, and RGHL Escrow Issuer (Luxembourg) I S.A., a société anonyme (a public limited liability company) incorporated under the laws of Luxembourg.

“October 2010 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of October 15, 2010, between, among others, the October 2010 Issuers and the Indenture Trustee, pursuant to which the October 2010 Senior Secured Notes were issued.

“October 2010 Senior Secured Notes” shall mean the Senior Secured Notes issued on October 15, 2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the October 2010 Senior Secured Note Indenture.

“October 2010 Senior Unsecured Note Indenture” shall mean the senior unsecured note Indenture dated as of October 15, 2010, between, among others, the October 2010 Issuers and The Bank of New York Mellon, as trustee, pursuant to which the October 2010 Senior Unsecured Notes were issued.

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“October 2010 Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on October 15, 2010, by the October 2010 Issuers in an aggregate principal amount of $1,500,000,000, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the October 2010 Senior Unsecured Note Indenture.

“OFAC” shall have the meaning assigned to such term in Section 3.24.

“Original Credit Agreement” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Other Intercreditor Agreements” shall have the meaning assigned to such term in Section 9.26.

“Other Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.23(a).

“Other Revolving Loans” shall have the meaning assigned to such term in Section 2.23(a).

“Other Taxes” shall mean any and all present or future stamp, court, recording, filing or documentary Taxes or any other excise or property or similar Taxes, charges or levies arising from any payment made under this Agreement or any other Loan Document or from the execution, delivery, performance, registration or enforcement of, or from the registration, receipt or performance of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“Other Term Loans” shall have the meaning assigned to such term in Section 2.23(a).

“Pactiv Closing Date” shall mean the “Closing Date” as defined in Amendment No. 3.

“Pactiv Transactions” shall mean the “Transactions” as defined in Amendment No. 3.

“Parent Company” shall mean (a) Packaging Finance Limited, a limited liability company organized under the laws of New Zealand and (b) any other entity of which Holdings becomes a direct or indirect Wholly Owned Subsidiary after the Closing Date.

“Participant Register” has the meaning specified in Section 9.04(g).

“Party” means a party to this Agreement. The term “Parties” means any of them.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

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“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the U.S. Collateral Agreement.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h). If any acquisition is consummated in accordance with Section 6.04(i), each such acquisition shall be deemed to have been a Permitted Acquisition for all purposes of this Agreement and the other Loan Documents.

“Permitted Amendments” shall mean any or all of the following: (i) the extension of the final maturity date and scheduled amortization of the applicable Loans and/or Commitments of the Accepting Lenders, (ii) increases or decreases in the Applicable Margins and/or Fees payable with respect to the applicable Loans and/or Commitments of the Accepting Lenders, (iii) the inclusion of additional fees to be payable to the Accepting Lenders and (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to treat the modified Loans and Commitments of the Accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement and the other Loan Documents.

“Permitted Investments” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

(b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, a rating of at least “A-2” (or the then equivalent grade) from S&P or of at least “P-2” (or the then equivalent grade) from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $1,500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “P-2” (or the then equivalent grade) by Moody’s or “A-2” (or the then equivalent grade) by S&P;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and

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(f) other short-term investments utilized by non-U.S. Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“Permitted Investors” means, at any time, each of (i) Graeme Hart, (ii) the Management Group and (iii) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of Holdings or any of its Affiliates.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which any Borrower or any Subsidiary (a) may sell, convey or otherwise transfer Securitization Assets to a Securitization Subsidiary or any other Person or (b) may grant a security interest in any Securitization Assets; provided that (i) recourse to Holdings or any Subsidiary (other than the Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (it being understood that Special Purpose Financing Undertakings shall be permitted) and (ii) the material terms and conditions and structure of each Permitted Receivables Financing and any waiver, supplement, modification or amendment to such material terms and conditions and structure with respect to such Permitted Receivables Financing) shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld).

“Permitted Receivables Financing Documents” shall mean all documents and agreements implementing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Refinancing Indebtedness” shall have the meaning assigned to such term in Section 6.01(bb).

“Permitted Subordinated Note Refinancing” shall mean an extension, renewal, refinancing or replacement of the Subordinated Notes permitted under this Agreement; provided that the principal amount thereof is not increased (except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement), neither the final maturity nor the weighted average life to maturity thereof is decreased, and such extended, renewed, refinanced or replaced Indebtedness is subordinated to the Bank Obligations on terms no less favorable to the Lenders than the Subordinated Notes, and is not secured by any collateral other than the collateral securing the Subordinated Notes (or the proceeds thereof) immediately prior to such extension, renewal, refinance or replacement.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

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“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan, but including any “multiple employer” pension plan within the meaning of Sections 4063 and 4064 of ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” (as defined in Section 3(5) of ERISA) or “contributing sponsor” (as defined in Section 4001(a)(13) of ERISA).

“Pledged Cash” shall mean, on any day, all cash or cash equivalents of Holdings and its Subsidiaries on such day; provided that, after the date that is 90 days after the Closing Date, if, on any day, the Qualifying Cash of Holdings and its Subsidiaries is not at least equal to 70% of all cash or cash equivalents of Holdings and its Subsidiaries on such day, “Pledged Cash” shall include only such Qualifying Cash of Holdings and its Subsidiaries.

“Pledged Collateral” shall mean, as the context may require and with respect to any Security Document, the “Pledged Collateral” as defined in such Security Document.

“PricewaterhouseCoopers” shall mean PricewaterhouseCoopers LLP or PricewaterhouseCoopers AG, or any successor thereto.

“Prior Credit Agreements” shall mean (a) the Senior Facilities Agreement dated May 11, 2007, among BP I (formerly known as Rank Holdings I S.A.), the original borrowers and original guarantors party thereto, the lenders party thereto and Credit Suisse AG, as mandated lead arranger, agent, security trustee and issuing bank and (b) the Senior Secured Facilities Agreement dated February 21, 2008, among Reynolds Packaging Group (NZ) Limited, the Dutch Borrower and Reynolds Treasury (NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking Group Limited, BOS International (Australia) Limited, Caylon Australia Limited and Credit Suisse AG, as joint lead arrangers and underwriters, and Credit Suisse AG as facility agent and security trustee, in each case as amended.

“Prime Rate” shall mean the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City and notified to the Borrowers. The prime rate is a rate set by the Administrative Agent based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“Pro Forma Compliance” shall mean, at any date of determination, that Holdings is in compliance with the covenant set forth in Section 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to the relevant transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.01(k), 6.01(l), 6.01(m), 6.01(w), 6.01(x) and 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period.

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“Pro Rata Percentage” of any U.S. Revolving Credit Lender or European Revolving Credit Lender at any time shall mean the percentage of the Total U.S. Revolving Credit Commitment or Total European Revolving Credit Commitment, respectively, represented by such Lender’s U.S. Revolving Credit Commitment or European Revolving Credit Commitment, respectively. In the event the U.S. Revolving Credit Commitments or European Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the U.S. Revolving Credit Commitments or European Revolving Credit Commitments, as applicable, most recently in effect, giving effect to any subsequent assignments.

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualified Public Offering” shall mean an underwritten, broadly distributed public offering of common Equity Interests of Holdings or any Parent Company that results in at least $200,000,000 of net cash proceeds (including proceeds invested in Holdings by such Parent Company) to Holdings.

“Qualifying Bids” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“Qualifying Cash” shall mean (a) with respect to cash and cash equivalents of Holdings and its Subsidiaries held in bank accounts in the United States, such cash and cash equivalents held in bank accounts over which a Collateral Agent has control pursuant to control agreements reasonably satisfactory to such Collateral Agent and (b) with respect to cash and cash equivalents of Holdings and its Subsidiaries held in bank accounts outside of the United States, such cash and cash equivalents that is subject to a Lien created under a Security Document; provided that Holdings and its Subsidiaries have complied with their obligations, if any, under the relevant Security Document in respect of the perfection of the applicable Collateral Agent’s Lien over such cash and cash equivalents.

“Qualifying Lender” shall have the meaning assigned to such term in Section 2.12(b)(iv).

“Receivables” means accounts receivables, including any indebtedness, obligation or interest constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services, and further includes the obligation to pay any finance charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, that any

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indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a “Receivable” regardless of whether the account debtor or the applicable Securitization Subsidiary treats such indebtedness, rights or obligations as a separate payment obligation.

“Recipient” shall mean, as applicable, (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank.

“Refinancing” shall have the meaning assigned to such term in Amendment No. 4.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as that which advises such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Related Persons” shall mean Parent Company and each of Parent Company’s direct and indirect subsidiaries and Affiliates, including Investment Funds and Holdings and its subsidiaries.

“Related Security” means, with respect to any Receivable, all of the interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which gave rise to such Receivable, and all insurance contracts with respect thereto, all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, all service contracts and other contracts and agreements associated with such Receivable, all records related to such Receivable, and all of the applicable Securitization Subsidiary’s right, title and interest in, to and under the applicable documentation.

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“Release” shall mean any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within, under, from or upon any building, structure, facility or fixture.

“Reply Amount” shall have the meaning assigned to such term in Section 2.12(b)(ii).

“Reply Discount” shall have the meaning assigned to such term in Section 2.12(b)(ii).

“Repurchaser” shall have the meaning assigned to such term in Section 2.12(b).

“Required Lenders” shall mean, at any time, Lenders having Loans, L/C Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding, L/C Exposure and unused Revolving Credit Commitments and Term Loan Commitments at such time; provided that the Revolving Loans, L/C Exposure and unused Revolving Credit Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restatement Date” shall mean February 9, 2011.

“Restricted Indebtedness” shall mean Indebtedness of Holdings or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary or any Subordinated Shareholder Loans or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary or any Subordinated Shareholder Loans.

“Restructuring Costs” shall mean in respect of any period, restructuring charges or expenses incurred by Holdings and its Subsidiaries during that period (which, for the avoidance of doubt shall include site closure charges and expenses, systems establishment costs, excess pension costs, severance or relocation costs) provided that each such restructuring charge has been certified by a Financial Officer as being fair and accurate.

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“Revolving Credit Borrowing” shall mean a Borrowing comprised of U.S. Revolving Loans or European Revolving Loans.

“Revolving Credit Commitments” shall mean the U.S. Revolving Credit Commitments and the European Revolving Credit Commitments.

“Revolving Credit Exposures” shall mean, with respect to any Lender, such Lender’s U.S. Revolving Credit Exposure and European Revolving Credit Exposure.

“Revolving Credit Lenders” shall mean the U.S. Revolving Credit Lenders and the European Revolving Credit Lenders.

“Revolving Credit Maturity Date” shall mean November 5, 2014.

“Revolving Loans” shall mean the U.S. Revolving Loans and the European Revolving Loans. Unless the context shall otherwise require the term “Revolving Loans” shall include Loans made by Incremental Revolving Credit Lenders pursuant to their Incremental Revolving Credit Commitments.

“Reynolds Acquisition Documents” shall mean (i) the Stock Purchase Agreement dated as of October 15, 2009, by and among BPH III, Reynolds Group Holdings Inc. and Reynolds Consumer Products (NZ) Limited, (ii) the Stock Purchase Agreement dated as of October 15, 2009, by and between Beverage Packaging Holdings (Luxembourg) III S.àr.l. and Closure Systems International (NZ) Limited and (iii) the Asset Purchase Agreement dated as of November 5, 2009, by and between Reynolds Foil Inc. and Reynolds Packaging LLC.

“RGHI” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Second Restatement Date” shall mean August 9, 2011.

“Secured Parties” shall mean (a) the Bank Secured Parties, (b) the holders of the Senior Secured Notes, (c) the Indenture Trustee, (d) the successors and assigns of each of the foregoing and (e) each other “Secured Party” as defined in the First Lien Intercreditor Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Documents” shall mean the Mortgages, the Collateral Agreements, each Affiliate Subordination Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.12.

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“Securitization Amount” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Securitization Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Securitization Assets or otherwise in accordance with the terms of the Permitted Receivables Financing Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Consolidated Interest Expense); provided, however, that if all or any part of such Securitization Amount shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Securitization Amount shall be increased by the amount of such distribution, all as though such distribution had not been made.

“Securitization Assets” shall mean Receivables (whether now existing or arising in the future) and any assets related thereto including (i) the Related Security with respect to such Receivables, (ii) the collections and proceeds of such Receivables and Related Security, (iii) all lockboxes, lockbox accounts, collection accounts or other deposit accounts into which such collections are deposited and which have been specifically identified and consented to by the Administrative Agent and (iv) all other rights and payments which relate solely to such Receivables.

“Securitization Subsidiary” shall mean any Subsidiary (a) formed solely for the purpose of engaging, and that engages only, in one or more Permitted Receivables Financings and business activities that are required by or incidental to such Permitted Receivables Financings, (b) which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, the Borrowers or any of the Subsidiaries (other than Securitization Subsidiaries) in the event Holdings, the Borrowers or any such Subsidiary becomes subject to a proceeding under the Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law and (c) subject to the Agreed Security Principles, all of the Equity Interests of which shall be pledged to a Collateral Agent for the ratable benefit of the Bank Secured Parties pursuant to a Collateral Agreement.

“Senior Secured First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt that is secured by Liens on property or assets of Holdings or any of the Subsidiaries (other than Liens that are junior to the Liens securing the Bank Obligations (including by the application of waterfall or other payment ordering provisions) either pursuant to intercreditor agreements or pursuant to the terms of the instrument creating such Liens, in each case reasonably satisfactory to the Administrative Agent) minus, without duplication, Pledged Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

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“Senior Secured Note Documents” shall mean each Senior Secured Note Indenture and all other instruments, agreements and other documents evidencing or governing any Senior Secured Notes or providing for any Guarantee or other right in respect thereof.

“Senior Secured Note Indenture” shall mean each of (a) the November 2009 Senior Secured Note Indenture, (b) the October 2010 Senior Secured Note Indenture, (c) the February 2011 Senior Secured Note Indenture, (d) the August 2011 Senior Secured Notes Indenture, (e) the September 2012 Senior Secured Notes Indenture and (f) any other indenture or note purchase agreement under which any Senior Secured Notes are issued (or in the case of Senior Secured Notes in the form of loans, the loan agreement with respect thereto), in each case as the same may be amended, restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time in accordance with Section 6.01(l), 6.01(m), 6.01(bb) or 6.01(cc).

“Senior Secured Notes” shall mean each of (a) the Closing Date Senior Secured Notes, (b) the October 2010 Senior Secured Notes, (c) the February 2011 Senior Secured Notes, (d) the August 2011 Senior Secured Notes, (e) the September 2012 Senior Secured Notes and (f) any other senior secured notes issued pursuant to an indenture or a note purchase agreement or senior secured loans of any Loan Party incurred pursuant to Section 6.01(l), 6.01(m), 6.01(bb) or 6.01(cc) (which notes or loans may have the same lien priority as, or be junior in lien priority to, the Bank Obligations); provided that (i) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Subsidiary or any Affiliate of Holdings other than any asset constituting Collateral and (ii) the secured parties thereunder (or an authorized representative thereof) shall have become a party to each applicable (as determined in good faith by Holdings and the Administrative Agent) Intercreditor Agreement.

“Senior Unsecured Note Documents” shall mean each Senior Unsecured Note Indenture and all other instruments, agreements and documents evidencing or governing the Senior Unsecured Notes or providing any Guarantee or other right in respect thereof.

“Senior Unsecured Note Indenture” shall mean each of (a) the May 2010 Senior Unsecured Note Indenture, (b) the October 2010 Senior Unsecured Note Indenture, (c) the February 2011 Senior Unsecured Note Indenture, (d) the August 2011 Senior Unsecured Note Indenture, (e) the February 2012 Senior Unsecured Note Indenture and (f) any other indenture or note purchase agreement under which any senior unsecured notes are issued (or in the case of Senior Unsecured Notes in the form of bridge loans, the loan agreement with respect thereto), in each case, as the same may be amended, restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time in accordance with Sections 6.01(m), 6.01(w) or 6.01(bb).

“Senior Unsecured Notes” shall mean each of (a) the May 2010 Senior Unsecured Notes, (b) the October 2010 Senior Unsecured Notes, (c) the February 2011 Senior Unsecured Notes, (d) the August 2011 Senior Unsecured Notes, (e) the February 2012 Senior Unsecured Notes and (f) any other senior unsecured notes issued pursuant to an indenture or note purchase agreement or senior unsecured bridge loan of any Loan Party issued or incurred pursuant to Section 6.01(m), 6.01(w) or 6.01(bb).

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“September 2012 Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of September 28, 2012, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the September 2012 Senior Secured Notes were issued.

“September 2012 Senior Secured Notes” shall mean the Senior Secured Notes issued on September 28, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $3,250,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the September 2012 Senior Secured Notes Indenture.

“Similar Business” shall mean (a) any businesses, services or activities engaged in by Holdings or any Subsidiary on the Closing Date and (b) any businesses, services and activities engaged in by Holdings or any Subsidiary that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Special Purpose Financing Undertakings” means representations, warranties, covenants, indemnities, guarantees of performance and other agreements and undertakings entered into or provided by Holdings or any of the Subsidiaries that Holdings determines in good faith are customary or otherwise necessary in connection with a Permitted Receivables Financing; provided that any such other agreements and undertakings shall not include the incurrence of any Guarantee in respect of Indebtedness of a Securitization Subsidiary or the collectability of any Receivables.

“Specified Asset Sale” shall mean any sale, transfer or other disposition by Holdings or any Subsidiary of any asset, division, product line or line of business (i) made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition or (ii) acquired pursuant to a Permitted Acquisition; provided that such sale, transfer or other disposition is consummated within 270 days following the consummation of such Permitted Acquisition; provided further in the case of a Specified Asset Sale of the type specified in clause (ii) above, such sale, transfer or other disposition is made (x) because such asset, division, product line or line of business would not constitute core assets for Holdings or such Subsidiary or (y) because such asset, division, product line or line of business is duplicative of any asset, division, product line or line of business owned or operated by Holdings or such Subsidiary at the time of such Permitted Acquisition. In connection with any Specified Asset Sale, Holdings shall have delivered a certificate of a Financial Officer (i) identifying the asset, division, product line or line of business to be sold, transferred or otherwise disposed of and (ii) containing reasonable details of the reason for such sale, transfer or other disposition, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, in the case of a Specified Asset Sale of the type specified in clause (i) above, such Specified Asset Sale may include any existing asset, division, product line or line of business of Holdings or any Subsidiary.

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“Specified Cash Management Banks” shall mean Citibank, N.A., JPMorgan Chase Bank, N.A., and their respective Affiliates.

“Specified Equity Contribution” shall have the meaning assigned to such term in the definition of the term “Consolidated EBITDA”.

“SPV” shall have the meaning assigned to such term in Section 9.04(j).

“Stamp Duty Guidelines” shall mean the stamp duty guidelines set out in Schedule 9.20 (Stamp Duty Guidelines).

“Stamp Duty Sensitive Document” shall mean (a) any original of any Loan Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarized copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Loan Document.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” shall mean (a) with respect to any Borrower, any Indebtedness of such Borrower which is by its terms subordinated in right of payment to the Loans and (b) with respect to any other Loan Party, any Indebtedness of such Loan Party which is by its terms subordinated in right of payment to its Guarantee of the Obligations.

“Subordinated Note Documents” shall mean the Subordinated Note Indentures and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.

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“Subordinated Note Indentures” shall mean the Indentures under which the Subordinated Notes were issued, each dated as of June 29, 2007, among BP II, the initial note guarantors party thereto, the Bank of New York, as trustee, BNY Fund Services (Ireland) Limited, as paying agent, and Credit Suisse AG, as security agent.

“Subordinated Notes” shall mean BP II’s (a) 8% Senior Notes due 2016 and (b) 9 ¹/₂% Senior Subordinated Notes due 2017.

“Subordinated Shareholder Loans” shall mean, collectively, any funds provided to Holdings by any Parent Company or any Permitted Investor or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Equity Interests, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Equity Interests issued in payment of any obligation under any Subordinated Shareholder Loans; provided that such Subordinated Shareholder Loans:

(1) do not (including upon the happening of any event) mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Latest Term Loan Maturity Date (other than through conversion or exchange of such funding into Equity Interests (other than Disqualified Stock) of Holdings or any funding meeting the requirements of this definition) or the making of any such payment prior to the first anniversary of the Latest Term Loan Maturity Date is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(2) do not (including upon the happening of any event) require, prior to the first anniversary of the Latest Term Loan Maturity Date, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the first anniversary of the Latest Term Loan Maturity Date is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(3) contain no change of control or similar provisions and do not accelerate and have no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment (in each case, prior to the first anniversary of the Latest Term Loan Maturity Date) or the payment of any amount as a result of any such action or provision, or the exercise of any rights or enforcement action (in each case, prior to the first anniversary of the Latest Term Loan Maturity Date) is restricted by an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent;

(4) do not provide for or require any Lien over any asset of Holdings or any Subsidiary; and

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(5) pursuant to its terms or pursuant to an intercreditor agreement enforceable by, and reasonably acceptable to, the Administrative Agent, is fully subordinated and junior in right of payment to the Bank Obligations pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding or are no less favorable in any material respect to the Lenders than those contained in the Existing Intercreditor Agreement as in effect on the Closing Date with respect to the “Senior Creditors” (as defined therein) in relation to “Parentco Debt” (as defined therein) (it being understood, in each case, that such terms of subordination shall permit voluntary prepayment of Subordinated Shareholder Loans to the extent permitted under Section 6.06(a)(ix) or (xii)),

provided that any event or circumstance that results in such subordinated obligation ceasing to qualify as Subordinated Shareholder Loans, including it ceasing to be held by any Parent Company, any Affiliate of any Parent Company or any Permitted Investor or any Affiliate thereof, shall constitute an incurrence of such Indebtedness by Holdings or such Subsidiary not permitted by clause (v) of Section 6.01 (it being understood such Indebtedness may be permitted by another clause).

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean any subsidiary of Holdings other than an Escrow Subsidiary prior to the Escrow Release Effective Time; provided, however that Unrestricted Subsidiaries shall be deemed not to be Subsidiaries for all purposes of this Agreement and the other Loan Documents.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(e), and each other Subsidiary that executes a Guarantor Joinder.

“Subsidiary Redesignation” shall have the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which Holdings or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a Person other than Holdings or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings or any Subsidiary (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

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“Target Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euro.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees, withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Return” means all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any taxing authority in connection with the determination, assessment, collection or administration of any taxes (including any statement pursuant to Treasury Regulation Section 1.6011-4).

“Term Borrowers” shall mean the U.S. Term Borrowers and the European Term Borrowers.

“Term Borrowing” shall mean a Borrowing comprised of any Class of U.S. Term Loans or European Term Loans.

“Term Lenders” shall mean the U.S. Term Lenders and the European Term Lenders. Unless the context shall otherwise require, the term “Term Lender” shall include any Incremental Term Lenders.

“Term Loan Commitments” shall mean the U.S. Term Loan Commitments and the European Term Loan Commitments. Unless the context shall otherwise require, the term “Term Loan Commitments” shall include any other Incremental Term Loan Commitments.

“Term Loan Repayment Dates” shall mean (a) the dates scheduled for the repayment of principal of Term Loans set forth in Section 2.11(a) and (b) any Incremental Term Loan Repayment Dates.

“Term Loans” shall mean the U.S. Term Loans and the European Term Loans. Unless the context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans made after the Third Restatement Date.

“Third Restatement Date” shall mean September 28, 2012.

“Third Restatement Transactions” shall mean the “Transactions” as defined in Amendment No. 7.

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“Total Debt” shall mean, at any time, the aggregate principal amount of total Indebtedness of Holdings and the Subsidiaries at such time of the types described under clauses (a) (excluding Indebtedness of Holdings consisting of Subordinated Shareholder Loans), (b), (f), (g) (to the extent related to Indebtedness that could constitute “Total Debt” hereunder), (h), (j) (to the extent relating to Disqualified Stock), (k) (to the extent of any unreimbursed drawings thereunder) and (l) of the definition of the term “Indebtedness”. For the avoidance of doubt, Total Debt shall not include intercompany Indebtedness of Holdings or a Subsidiary to Holdings or a Subsidiary. Notwithstanding the foregoing, Total Debt shall include Indebtedness under any receivables financing to the extent, and only to the extent, such Indebtedness is included in the calculation of “Senior Secured First Lien Indebtedness” (or any similar term) in any Senior Secured Note Indenture or “Secured Indebtedness” (or any similar term) in any Senior Unsecured Note Indenture, in each case in effect on the date of determination.

“Total European Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the European Revolving Credit Commitments, as in effect at such time. The Total European Revolving Credit Commitment is €80,000,000 as at the Third Restatement Date.

“Total Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt minus, without duplication, Pledged Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

“Total U.S. Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the U.S. Revolving Credit Commitments, as in effect at such time. The Total U.S. Revolving Credit Commitment is $120,000,000 as at the Third Restatement Date.

“Transactions” shall mean, collectively, (a) the consummation of the Acquisition pursuant to the transactions set forth in Schedule 1.01(f), (b) the execution, delivery and performance on the Closing Date by Holdings, any Borrower and the Subsidiaries party thereto of the applicable Senior Secured Note Documents and the issuance, guarantee and security of the Closing Date Senior Secured Notes, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party prior to the Third Restatement Date and the making of the Borrowings related thereto, (d) the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Prior Credit Agreements, (e) the consummation of the Refinancing and the Third Restatement Transactions and (f) the payment of related fees and expenses.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate, the Alternate Base Rate and the Foreign Base Rate.

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“U.K. Bank Levy” shall mean the United Kingdom Tax called the “Bank Levy”, the introduction of which was announced by the United Kingdom government on June 22, 2010, with effect in relation to periods of account ending on or after January 1, 2011, and any Tax that is based on or substantially similar to such Tax.

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent, without duplication of amounts paid to the Administrative Agent under the First Lien Intercreditor Agreement, the aggregate amount, if any (i) made available to the applicable Borrowers on the assumption that each applicable Lender has made its portion of the applicable Borrowing available to the Administrative Agent as contemplated by Section 2.02(d) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the applicable Borrowers or made available to the Administrative Agent by any such Lender, and (b) with respect to any Issuing Bank, the aggregate amount, if any, of participations in respect of any outstanding L/C Disbursement with respect to any Letters of Credit issued by such Issuing Bank that shall not have been funded by the Revolving Credit Lenders in accordance with Sections 2.22(d) and 2.02(f).

“Unrestricted Cash” shall mean cash and Cash Equivalents of Holdings and the Subsidiaries that are not pledged to secure any obligations (unless such cash and Cash Equivalents are also pledged to secure the Bank Obligations or such pledge is permitted by Section 6.02(u)) and are not otherwise shown on the consolidated balance sheet of Holdings as “restricted” (or with a like designation).

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of Holdings designated by Holdings as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate an Unrestricted Subsidiary so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, Holdings shall be in Pro Forma Compliance with the covenant set forth in Section 6.12, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any Subsidiary) through investments as permitted by, and in compliance with, Section 6.04, (iv) without duplication of clause (iii), any net assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as investments pursuant to Section 6.04, (v) such subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under each Senior Secured Note Indenture, each Senior Unsecured Note Indenture, each Subordinated Note Indenture and each indenture governing any Permitted Refinancing Indebtedness or Permitted Subordinated Note Refinancing, as applicable, in respect thereof and (vi) Holdings shall have delivered to the Administrative Agent a certificate executed by a Financial Officer of Holdings, certifying compliance with the requirements of the preceding clauses (i) through (v), and containing the calculations and information required by the preceding clause (ii) and (b) any subsidiary of an Unrestricted Subsidiary. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation,

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Holdings shall be in Pro Forma Compliance with the covenant set forth in Section 6.12, (C) any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (D) Holdings shall have delivered to the Administrative Agent a certificate executed by a Financial Officer of Holdings, certifying compliance with the requirements of the preceding clauses (A) and (B), and containing the calculations and information required by the preceding clause (B); provided further that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“U.S. Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“U.S. Collateral Agreement” shall mean the Collateral Agreement dated as of November 5, 2009, among the U.S. Borrowers and the Subsidiaries that are organized in the United States and that are party thereto, certain other Subsidiaries party thereto and The Bank of New York Mellon, as Collateral Agent for the benefit of the Secured Parties, attached hereto as Exhibit F.

“U.S. GAAP” shall mean generally accepted accounting principals in effect from time to time in the United States, applied on a consistent basis.

“U.S. Issuers” shall mean Reynolds Group Issuer LLC, a Delaware limited liability company, and Reynolds Group Issuer Inc., a Delaware corporation, each of which is a Wholly Owned Subsidiary of Holdings (and their respective successors which shall be Wholly Owned Subsidiaries of Holdings).

“U.S. L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant to a U.S. Letter of Credit issued by such Issuing Bank.

“U.S. L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding U.S. Letters of Credit at such time and (b) the aggregate principal amount of all U.S. L/C Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrowers at such time. The U.S. L/C Exposure of any U.S. Revolving Credit Lender at any time shall equal its applicable Pro Rata Percentage of the aggregate U.S. L/C Exposure at such time.

“U.S. Letter of Credit” shall mean any letter of credit issued by an Issuing Bank pursuant to Section 2.22 at the request of any U.S. Borrower for the account of itself or any other Wholly Owned Subsidiary of Holdings. All U.S. Letters of Credit will be denominated in Dollars.

“U.S. Recipient” shall mean, as applicable, any Recipient of payments on or in respect of the U.S. Term Loans, the U.S. Revolving Loans, Incremental Term Loans to a U.S. Borrower or a U.S. Letter of Credit, including any fees related thereto.

“U.S. Revolving Borrowers” shall mean each U.S. Borrower other than RGHI.

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“U.S. Revolving Credit Commitment” shall mean, with respect to each U.S. Revolving Credit Lender, the commitment of such Lender to make U.S. Revolving Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its U.S. Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“U.S. Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding U.S. Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s U.S. L/C Exposure.

“U.S. Revolving Credit Lender” shall mean a Lender with a U.S. Revolving Credit Commitment or an outstanding U.S. Revolving Loan.

“U.S. Revolving Loans” shall mean the revolving loans made by the Lenders to the U.S. Revolving Borrowers pursuant to clause (i) of Section 2.01(a).

“U.S. Term Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“U.S. Term Lender” shall mean a Lender with a U.S. Term Loan Commitment or an outstanding U.S. Term Loan.

“U.S. Term Loan Commitments” shall have the meaning assigned to the term “Incremental U.S. Term Loan Commitments” in Amendment No. 7. As of the Third Restatement Date, the aggregate outstanding principal amount of U.S. Term Loan Commitments was $2,235,000,000.

“U.S. Term Loan Maturity Date” shall mean September 28, 2018.

“U.S. Term Loans” shall mean the “Incremental U.S. Term Loans” as defined in Amendment No. 7.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Voluntary Prepayments” shall mean a prepayment of principal of Term Loans pursuant to Section 2.12(a) in any year to the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans in any subsequent year.

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person.

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” shall mean the Borrowers and the Administrative Agent.

SECTION 1.02. Terms Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if Holdings notifies the Administrative Agent that it wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP (or change contemplated by Section 6.13(b)) occurring after the Closing Date on the operation of such covenant (or if the Administrative Agent notifies Holdings that the Required Lenders wish to amend Article VI or any related definition for such purpose), then Holdings’ compliance with such covenant shall be determined, with respect to the relevant change in GAAP, on the basis of GAAP in effect immediately before such change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to (x) with respect to changes in GAAP related to pension accounting, Holdings and the Administrative Agent in its sole discretion and (y) with respect to other changes to GAAP, Holdings and the Required Lenders.

(b) Solely for the purposes of Section 9.20 (Austrian Stamp Duty) and Schedule 9.20 (Austrian Stamp Duty Guidelines), “written” shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being “in writing” shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and “signed” communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and “signature” shall be construed accordingly.

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SECTION 1.03. Pro Forma Calculations. (a) All pro forma calculations permitted or required to be made by Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act, or (c)(i) have been certified by a Financial Officer of Holdings as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

(b) For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to Section 2.23 (including the definition of Incremental Facility Amount), 6.01(i) or 6.01(l), in each case in reliance on a pro forma calculation of the Senior Secured First Lien Leverage Ratio, such pro forma calculation of the Senior Secured First Lien Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination secured by Liens pursuant to Section 6.02(dd) or, in the case of a calculation under Section 2.23(c)(iv)(z), any proposed incurrence of Indebtedness on the closing date of a Limited Condition Acquisition to be secured by Liens pursuant to Section 6.02(dd).

SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “U.S. Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “U.S. Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “U.S. Eurocurrency Revolving Credit Borrowing”).

SECTION 1.05. Exchange Rate Calculations. Whenever it shall be necessary to determine the Required Lenders, or the allocation of any payment to be made to or by the Lenders holding Loans and Commitments denominated in Euro or another Designated Foreign Currency, (a) the Dollar Equivalent of the Term Loans denominated in any Designated Foreign Currency as determined at the time such Term Loans are made and (b) the Dollar Equivalent of the Revolving Credit Commitments denominated in any Designated Foreign Currency at the time such Revolving Credit Commitments become effective shall be used to make such determination. In addition, where the permissibility of a transaction depends upon compliance with, or is determined by reference to, amounts stated in Dollars or Euro, any amount stated in another currency shall be translated to Dollars or Euro, as the case may be, at the Exchange Rate then in effect and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange rates. Further, if Indebtedness is incurred to refinance Indebtedness in a transaction otherwise permitted hereunder and such refinanced Indebtedness is denominated in a currency other than Euro or Dollars (or in a currency (including Euro or Dollars) that is different from the currency of the Indebtedness being incurred), and such refinancing would cause an applicable Euro or Dollar denominated

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restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Euro or Dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness incurred does not exceed (i) the outstanding committed or principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

SECTION 1.06. Designation as Senior Debt. The Loans and other Bank Obligations are hereby designated as “Senior Indebtedness” and “Designated Senior Indebtedness” for all purposes of the Subordinated Note Documents and the Existing Intercreditor Agreement.

ARTICLE II

The Credits

SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (i) each U.S. Revolving Credit Lender agrees, severally and not jointly, to make U.S. Revolving Loans to the U.S. Revolving Borrowers in Dollars, at any time and from time to time on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the U.S. Revolving Credit Commitment of such Lender in accordance with the terms hereof and in an aggregate principal amount at any time outstanding that will not result in (x) such Lender’s U.S. Revolving Credit Exposure exceeding its U.S. Revolving Credit Commitment or (y) the Aggregate U.S. Revolving Credit Exposure exceeding the Total U.S. Revolving Credit Commitments and (ii) each European Revolving Credit Lender agrees, severally and not jointly, to make European Revolving Loans to the European Borrowers in a Designated Foreign Currency, from time to time on or after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of its European Revolving Credit Commitment in accordance with the terms hereof, in an aggregate principal amount that will not result in (x) such Lender’s European Revolving Credit Exposure exceeding its European Revolving Credit Commitment or (y) the Aggregate European Revolving Credit Exposure exceeding the Total European Revolving Credit Commitments. Within the limits set forth in clauses (i) and (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(b) Each Lender having an Incremental Term Loan Commitment (including a U.S. Term Loan Commitment or a European Term Loan Commitment on the Third Restatement Date) or an Other Revolving Credit Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans or Other Revolving Loans, in an aggregate principal amount, to the Borrowers and on the terms and conditions set forth in the applicable Incremental Assumption Agreement. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

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SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the applicable Class made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum (except, with respect to any Borrowing of Incremental Term Loans or Other Revolving Loans, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.02(f), 2.08, 2.15 and 2.22(f), (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable U.S. Borrower may request pursuant to Section 2.03 and (ii) each Borrowing denominated in a Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing that, if made, would result in more than 14 Eurocurrency Borrowings of the U.S. Borrowers in the aggregate and six Eurocurrency Borrowings of the European Borrowers in the aggregate being outstanding hereunder at any time (or in each such case such greater number of Eurocurrency Borrowings permitted by the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency to such account as the Administrative Agent may designate not later than (i) 12:00 (noon), New York City time, in the case of a Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing or (ii) 8:00 a.m., New York City time, in the case of any Borrowings denominated in a Designated Foreign Currency, and the Administrative Agent shall promptly credit the amounts so received to an account in the name of the applicable Borrower, designated by such Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

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(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the applicable currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

(f) If the applicable Issuing Bank shall not have received from the applicable Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the applicable L/C Disbursement and the Administrative Agent will promptly notify each applicable Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent, an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan (in the case of a U.S. L/C disbursement) or a Eurocurrency Revolving Loan with an Interest Period of one month (in the case of a European L/C Disbursement), as the case may be, of such Lender and, to the extent of such payment, the obligations of the applicable Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing or Eurocurrency Revolving Credit Borrowing, as applicable and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the applicable Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from each Revolving Credit Lender.

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The fundings by the Revolving Credit Lenders pursuant to this paragraph shall be made on the dates, and prior to the times, that would be required for the funding of a Revolving Credit Borrowing were the Administrative Agent’s notice deemed to be a Borrowing notice pursuant to Section 2.03. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the applicable Borrowers pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a) or (b), and (ii) in the case of such Lender, (x) for amounts denominated in Dollars, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and (y) for amounts denominated in a Designated Foreign Currency, for the first such day, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in such Designated Foreign Currency (which determination shall be conclusive absent manifest error), and for each day thereafter, the Foreign Base Rate applicable to such Designated Foreign Currency.

SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of U.S. Term Loans, European Term Loans, Incremental Term Loans of any other Class, U.S. Revolving Loans, European Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing (or, subject to limitations contained in the definition of the term “FBR”, a FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.02 and (y) no Borrowing may be requested to be

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made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The U.S. Term Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the principal amount of the applicable Class of U.S. Term Loans of such Lender as provided in Section 2.11. The U.S. Revolving Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each U.S. Revolving Loan of such Lender on the Revolving Credit Maturity Date. The European Term Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the principal amount of each European Term Loan of such Lender as provided in Section 2.11. The European Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each European Revolving Loan of such Lender on the Revolving Credit Maturity Date.

(b) Each Lender shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class, Type and currency thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from any Borrower or any Guarantor and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of any Borrower to repay the Loans in accordance with their terms.

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(e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each applicable Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and such Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees. (a) Each U.S. Revolving Borrower, jointly and severally, agrees to pay to each U.S. Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee in Dollars equal to 2.00% per annum on the daily unused amount of the U.S. Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). Each European Borrower, jointly and severally, agrees to pay to each European Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee in Euro equal to 2.00% per annum on the daily unused amount of the European Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). The fees described in the preceding two sentences are collectively called the “Commitment Fees”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b) Each Borrower agrees to pay to the Administrative Agent, for its own account and the accounts of its Affiliates referred to therein, the fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c) Each U.S. Revolving Borrower agrees to pay to each U.S. Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the U.S. Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee in Dollars calculated on such Lender’s Pro Rata Percentage of the daily aggregate U.S. L/C Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C Disbursements) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all U.S. Letters of Credit have been canceled or have expired and the U.S. Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable

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Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency Loans pursuant to Section 2.06. Each European Borrower agrees to pay to each European Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the European Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee calculated on such Lender’s Pro Rata Percentage of the daily aggregate European L/C Exposure (excluding the portion thereof attributable to unreimbursed European L/C Disbursements) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all European Letters of Credit have been canceled or have expired and the European Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency Loans pursuant to Section 2.06. The fees described in the preceding two sentences are collectively called the “L/C Participation Fees”. Each U.S. Revolving Borrower and European Borrower agrees to pay to each Issuing Bank for its own account, the fronting, issuing and drawing fees specified from time to time by such Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Subject to the provisions of Section 2.07, the Loans comprising each FBR Borrowing shall bear interest (computed on the basis of the actual days elapsed over a year of 360 days, as the case may be) at a rate per annum equal to the Foreign Base Rate in effect for such Borrowing plus the Applicable Margin.

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(d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Foreign Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07. Default Interest. If any Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, until such defaulted amount shall have been paid in full, to the extent permitted by law, all overdue amounts outstanding under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) with respect to all other overdue amounts, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that would be applicable to a Daily Rate U.S. Term Loan plus 2.00% per annum.

SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the principal amounts of the Loans comprising such Borrowing are not generally available in the applicable interbank market, or that the rates at which such deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Lenders of the applicable Class of making or maintaining Eurocurrency Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to each applicable Borrower and the applicable Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, any request by a Borrower for a Eurocurrency Borrowing in the affected currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a Daily Rate Borrowing in such currency. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09. Termination and Reduction of Commitments. (a) Any Incremental Term Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitments shall automatically terminate on the earlier to occur of (i) the termination of the applicable Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date.

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(b) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the applicable U.S. Borrowers or the applicable European Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Class or the Revolving Credit Commitments extended to such Borrowers; provided, however, that (i) each partial reduction of any Term Loan Commitments or any Revolving Credit Commitments of any Class shall be in an integral multiple of the Borrowings Multiple and in a minimum amount equal to the Borrowing Minimum, (ii) the Total U.S. Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate U.S. Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time and (iii) the Total European Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate European Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time. Notwithstanding anything to the contrary contained in this Agreement, the applicable U.S. Borrowers and the applicable European Borrowers may rescind any notice of termination under this Section 2.09 if such termination would have resulted from a refinancing of all of the relevant Loans, which refinancing shall not be consummated or shall otherwise be delayed.

(c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of a Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. The U.S. Borrowers or the European Borrowers, as applicable, shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, of any Revolving Credit Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

SECTION 2.10. Conversion and Continuation of Borrowings. The applicable Borrowers shall have the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not later than 12:00 (noon), New York City Time, three Business Days prior to the day of conversion or continuation, to (x) convert any Eurocurrency Borrowing denominated in Dollars into an ABR Borrowing or to continue any Eurocurrency Borrowing denominated in Dollars as a Eurocurrency Borrowing for an additional Interest Period, (y) convert any ABR Borrowing into a Eurocurrency Borrowing or (z) convert the Interest Period with respect to any Eurocurrency Borrowing denominated in Dollars to another permissible Interest Period and (b) not later than 12:00 (noon), New York City time, four Business Days prior to conversion or continuation, to (A) continue any Eurocurrency Borrowing denominated in a Designated Foreign Currency as a Eurocurrency Borrowing for an additional Interest Period or (B) convert the Interest Period with respect to any Eurocurrency Borrowing denominated in a Designated Foreign Currency to another permissible Interest Period, subject in each case to the following:

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(i) [reserved];

(ii) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(iii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iv) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; and accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;

(v) if any Eurocurrency Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(vi) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing;

(vii) any portion of a Eurocurrency Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into a Daily Rate Borrowing;

(viii) no Interest Period may be selected for any Eurocurrency Term Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurocurrency Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the Daily Rate Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Term Loan Repayment Date; and

(ix) upon notice to the Borrowers from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of an Event of Default, (A) no outstanding Loan (except, and subject to clause (C), Loans comprising a Borrowing denominated in a Designated Foreign Currency) may be converted into, or continued as, a Eurocurrency Loan, (B) each outstanding Eurocurrency Borrowing denominated in Dollars shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing and (C) no Interest Period in excess of one month may be selected for any Borrowing denominated in a Designated Foreign Currency.

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Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or an ABR Borrowing or, to the extent required by Section 2.10(vii), an FBR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each such Lender’s portion of any converted or continued Borrowing. If the applicable Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), (i) in the case of a Borrowing denominated in Dollars, automatically be continued as an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Designated Foreign Currency, automatically be continued as a new Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.11. Repayment of Term Borrowings. (a) (i) The U.S. Term Borrowers shall pay to the Administrative Agent, for the account of the U.S. Term Lenders, on the last Business Day of each calendar quarter ending after the Third Restatement Date (commencing with the first full calendar quarter following the Third Restatement Date), a principal amount of the U.S. Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to 0.25% of the aggregate principal amount of the U.S. Term Loans outstanding on the Third Restatement Date.

(ii) The European Term Borrowers shall pay to the Administrative Agent, for the account of the European Term Lenders, on the last Business Day of each calendar quarter following the Third Restatement Date (commencing with the first full calendar quarter following the Third Restatement Date), a principal amount of the European Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 2.23(d)) equal to 0.25% of the aggregate principal amount of the European Term Loans outstanding on the Third Restatement Date.

(iii) [Reserved].

(iv) Except with respect to the Term Loans described in the preceding clauses of this Section 2.11(a), the applicable Term Borrower or Term Borrowers shall pay to the Administrative Agent, for the account of the Incremental Term

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Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the European Term Loan Maturity Date, the U.S. Term Loan Maturity Date or the Incremental Term Loan Maturity Date, as the case may be, applicable to such Class of Term Loans or Other Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION 2.12. Voluntary Prepayment. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, (i) upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:00 (noon), New York City time, in the case of Eurocurrency Loans denominated in Dollars and in the case of ABR Loans, or (ii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, at least four Business Days prior to the date of prepayment in the case of Eurocurrency Loans denominated in a Designated Foreign Currency, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.

(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:

(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as

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the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

(ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;

(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;

(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;

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(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and

(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.

(c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers.

(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a Class, then the applicable Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under Section 2.12(a) shall be subject to Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under Section 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(e) If, prior to the first anniversary of the Third Restatement Date, (i) all or any portion of the European Term Loans or the U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans that are marketed or syndicated to banks and other institutional investors and the effective yield (as determined by the Administrative Agent in consultation with

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Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate, the EONIA Rate or the EURIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the European Term Loans or the U.S. Term Loans, as the case may be, or (ii) a European Term Lender or a U.S. Term Lender must assign its European Term Loans or U.S. Term Loans, as the case may be, pursuant to Section 2.21, in each case as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such European Term Loans or U.S. Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the European Term Borrowers, in the case of European Term Loans, or the U.S. Term Borrowers, in the case of U.S. Term Loans, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in Control.

SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, the applicable Borrowers shall, on the date of such termination, repay or prepay all their outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments of a Class or at any other time, the Aggregate U.S. Revolving Credit Exposure or Aggregate European Revolving Credit Exposure, as applicable, would exceed the Total U.S. Revolving Credit Commitment or Total European Revolving Credit Commitment, as applicable, then the U.S. Borrowers or European Borrowers, as applicable, shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings of such Class and, after the Revolving Credit Borrowings of such Class shall have been repaid or prepaid in full, replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess.

(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred, from the Closing Date) exceeds €20,000,000 and (ii) with respect to the Net Cash Proceeds of any Asset Sale, the Borrowers may use a portion of such Net Proceeds to prepay or repurchase Senior

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Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase such Senior Secured Notes with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (1) the amount of such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.

(c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2013, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 2.25 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.25 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended, in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) permanent voluntary prepayments, repurchases or redemptions of Senior Secured Notes during such fiscal year but only to the extent that the Senior Secured Notes so prepaid, repurchased or redeemed by their terms cannot be reborrowed, redrawn or resold and such prepayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.

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(d) In the event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).

(e) Notwithstanding the foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent in consultation with Holdings, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers.

(f) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (iv) of Section 2.11(a) as directed by the applicable Borrower (and absent any such direction, in direct order of maturity against the remaining scheduled installments of principal due).

(g) Each applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve or mandatory cost requirement which is reflected in the Adjusted LIBO Rate or EURIBO Rate, as applicable) or shall impose on such Lender or such Issuing Bank or the applicable interbank market any other condition (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) measured by net income or profits, franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any

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Eurocurrency Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the U.S. Borrowers or the European Borrowers, as applicable, will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank shall have reasonably determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the U.S. Borrowers or European Borrowers, as applicable, shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to paragraph (a) or (b) above, it shall provide prompt notice thereof to the applicable Borrower, through the Administrative Agent, certifying (i) that one of the events described in paragraph (a) or (b) has occurred and describing in reasonable detail the nature of such event, (ii) as to the increased cost or reduced amount resulting from such event and (iii) as to the additional amount demanded by such Lender or Issuing Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate shall be conclusive absent manifest error. The applicable Borrower or Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that no Borrower shall be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or such Issuing Bank knew or could reasonably have been expected to

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know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the applicable Borrowers and to the Administrative Agent:

(i) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request for a Eurocurrency Borrowing (or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Daily Rate Loan (or a request to continue a Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into a Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to Daily Rate Loans, in which event all such Eurocurrency Loans shall be automatically converted to Daily Rate Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

(b) For purposes of this Section 2.15, a notice to the applicable Borrowers by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrowers.

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SECTION 2.16. Breakage. The applicable Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any Eurocurrency Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error.

SECTION 2.17. Pro Rata Treatment. Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders, and except for prepayments of Term Loans made in accordance with Section 2.12(b) and as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar or Designated Foreign Currency amount.

SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which

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the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement (including prepayments received pursuant to Section 2.12(b)) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrowers and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

SECTION 2.19. Payments. (a) The Borrowers shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document (i) with respect to any Eurocurrency Borrowings denominated in Dollars or ABR Borrowings not later than 12:00 (noon), New York City time and (ii) with respect to any Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, not later than 8:00 a.m., New York City time, on the date when due in immediately available funds, without setoff, defense or counterclaim. Each such payment (other than Issuing Bank Fees, which shall be paid directly to the applicable Issuing Bank) shall be made to the Administrative Agent at its offices at: in the case of the Administrative Agent, Eleven Madison Avenue, New York, NY 10010. All payments received by the Administrative Agent after (i) 12:00 (noon), New York City time, with respect to Eurocurrency Borrowings denominated in Dollars or ABR Borrowings, or (ii) 8:00 a.m., New York City time, with respect to Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, shall be deemed received on the next Business Day (in the Administrative Agent’s sole discretion) and any applicable interest shall continue to accrue. The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

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(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

(c) The obligations of the U.S. Term Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of the U.S. Revolving Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of (i) the European Term Borrowers hereunder and under the other Loan Documents shall be joint and several and (ii) the European Borrowers hereunder and under the other Loan Documents shall be joint and several, except in each case that the Austrian Borrower shall not be jointly and severally liable for the obligations of any other Borrower until such time as the Austrian Borrower can agree to be bound by an obligation to be jointly and severally liable without breaching any applicable law or exposing its directors to personal liability.

(d) Any payment made under or in connection with a Loan Document shall be made from and to an account outside of Austria.

SECTION 2.20. Taxes. (a) Except as required by applicable law (as modified by the practice then in effect of any Governmental Authority), any and all payments by or on account of any obligation of a Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without withholding or deduction for any Taxes; provided that if any Borrower or any other Loan Party shall be required by applicable law to withhold or deduct any Taxes from such payments, then (i) such Borrower or such other Loan Party shall make such withholdings or deductions, (ii) such Borrower or such other Loan Party shall pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law and (iii) if such Taxes are Indemnified Taxes, the amount payable by the applicable Borrower or any Loan Party shall be increased as necessary so that, net of all required withholdings and deductions for Indemnified Taxes (including withholdings and deductions applicable to additional amounts payable under this Section 2.20), the applicable Recipient receives the amount it would have received had no such withholdings or deductions, as the case may be, been made.

(b) In addition, the applicable Borrower or any Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers and any Loan Party shall, jointly and severally, indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the applicable Recipient on or with respect to any payment by or on account of any obligation of any Borrower or any other Loan Party hereunder or under any other Loan Document (including

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Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability delivered to the Borrowers by a Recipient on behalf of itself or another Recipient shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by any Borrower or any other Loan Party to a Governmental Authority, such Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Recipient shall deliver to any Borrower or any other Loan Party (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower, such other Loan Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law, if any, as will (i) permit payments hereunder or under any other Loan Document to be made without, or at a reduced rate of, withholding Tax or (ii) enable such Borrower, such other Loan Party or the Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements, but only, in each case, if such Recipient is legally entitled to do so.

(f) Notwithstanding anything to the contrary in this Section 2.20, in the case of any withholding Tax, the completion, execution and submission of such documentation shall not be required if, in the Recipient’s judgment, such completion, execution or submission would subject such Recipient to any material, unreimbursed out-of-pocket cost or expense or would materially prejudice the legal or commercial position of such Recipient; provided, however, that this Section 2.20(f) shall not apply to documentation described in Section 2.20(g)(i)-(v).

(g) Without limiting the generality of the foregoing hereunder or the provisions of any other Loan Document, each U.S. Recipient shall deliver to the U.S. Borrowers and Administrative Agent two copies (or such other number of copies as shall be requested by the recipient) on or prior to the date on which such Person becomes a U.S. Recipient, as the case may be, under this Agreement (and from time to time thereafter when a previously provided form becomes obsolete or invalid, but only if such Person is legally entitled to do so), of whichever of the following is applicable:

(i) in the case of a U.S. Recipient claiming the benefits of an income tax treaty to which the United States of America is a party, (A) with respect to payments of interest under this Agreement or any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal

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withholding Tax pursuant to the “interest” article of such tax treaty and (B) with respect to all other payments under this Agreement or any Loan Document, IRS Form W-8BEN establishing an exemption from U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) in the case of a U.S. Recipient for whom payments under this Agreement or any Loan Document constitute income that is effectively connected with such U.S. Recipient’s conduct of a trade or business in the United States, duly completed copies of IRS Form W-8ECI and, in the case of the Administrative Agent, also deliver two duly completed copies of IRS Form W-8IMY certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with the U.S. Borrowers to be treated as a U.S. person with respect to such payments (and the U.S. Borrowers and Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments), with the effect that the U.S. Borrowers can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States,

(iii) in the case of a U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such U.S. Recipient is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected and (y) duly completed copies of IRS Form W-8BEN,

(iv) in the case of a U.S. Recipient that is a U.S. person within the meaning of section 7701(a)(30) of the Code, duly completed copies of Internal Revenue Service Form W-9;

(v) to the extent a U.S. Recipient is not a U.S. person within the meaning of section 7701(a)(30) of the Code and is not the beneficial owner of payments made under this Agreement or any Loan Document (for example, where such U.S. Recipient is a non-U.S. partnership), (A) an IRS Form W-8IMY on behalf of itself and (B) the relevant forms prescribed in clauses (i), (ii), (iii), (iv) and (vi) of this Section 2.20(e) that would be required of each such beneficial owner if such beneficial owner were a U.S. Recipient; or

(vi) any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the U.S. Borrowers or the Administrative Agent to determine the amount of withholding or deduction, if any, required to be made.

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(h) If any Recipient determines, in its sole discretion, that it has received a refund of any Indemnified Taxes (including, for purposes of this Section 2.20(h), Taxes indemnified pursuant to Section 2.14) as to which it has been indemnified by any Borrower or any other Loan Party or with respect to which any Borrower or any other Loan Party has paid additional amounts pursuant to Section 2.14 or this Section 2.20, as applicable, it shall pay to such Borrower or such other Loan Party, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or such additional amounts paid, by any Borrower or any other Loan Party under Sections 2.14 or 2.20, as applicable, with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to the amount of such refund as corresponds to the Indemnified Taxes giving rise to such refund), provided that such Borrower or such other Loan Party, upon the request of such Recipient, agrees to repay the amount paid over to such Borrower or such other Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.

(i) The Lenders and Issuing Banks (including any successors or assigns thereof) shall severally indemnify the Administrative Agent for the full amount of any Excluded Taxes payable by the Administrative Agent with respect to this Agreement, any Loan Document or any payment by any Borrower or any other Loan Party under this Agreement and any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly imposed by the relevant Governmental Authority, except to the extent that any such amount or payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. The indemnity under this paragraph (i) shall be paid within 30 days after the Administrative Agent delivers to the applicable Lender or Issuing Bank a certificate stating the amount of Excluded Taxes so payable by the Administrative Agent. Such certificate shall be conclusive of the amount so payable absent manifest error.

(j) Notwithstanding anything to the contrary contained herein or in any Loan Document, if any Lender assigns, participates or transfers any of its rights or obligations under this Agreement pursuant to Section 9.04 or any Lender changes its lending branch, neither the Borrowers nor any other Loan Party shall make any greater payments pursuant to this Section 2.20, as a consequence of such assignment, participation, transfer or change, than would have been payable in the absence of such assignment, participation, transfer or change; provided that this Section 2.20(j) shall not apply to changes made pursuant to Section 2.21(a).

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(k) If a payment made to a Recipient would be subject to U.S. Federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Withholding Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 2.20(k), FATCA shall include any amendments made to FATCA after the Third Restatement Date.

(l) For purposes of this Section 2.20, the term “applicable law” includes FATCA.

SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15, (iii) any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.20, (iv) any Lender refuses to consent to (x) any Loan Modification Offer or (y) any other amendment, waiver or other modification of any Loan Document requested by the Borrowers that, in the case of clause (y), requires the consent of a greater percentage of Lenders than the Required Lenders (or, in the case of an amendment, waiver or other modification described in clause (B) of the second proviso to Section 9.08(b), greater than a majority in interest of the affected Class of Lenders) and such Loan Modification Offer or other amendment, waiver or modification is consented to by the Required Lenders (or, in the case of a Loan Modification Offer or any amendment, waiver or modification described in clause (B) of the second proviso to Section 9.08(b), a majority in interest of the affected Class) (each such Lender, a “Non-Consenting Lender”) or (v) any Lender becomes a Defaulting Lender then, in each case, the Borrowers may, at their sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or such Issuing Bank, as the case may be, and the Administrative Agent, either (A) require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender) to an Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment) or (B) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitments of such Lender or such Issuing Bank (or in the case of clause (iv) or (v) above, the

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Commitments of such Lender of the Class of Commitments that is the subject of the related consent, amendment, waiver or other modification or in respect of which such Lender is a Defaulting Lender), if applicable, and (1) in the case of a Lender (other than an Issuing Bank), repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all obligations of the Borrowers owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and cancel or backstop on terms satisfactory to such Issuing Bank any Letters of Credit issued by it; provided that (x) in the case of clause (A) above, such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) in the case of clause (A) above, the U.S. Borrowers or the European Borrowers, as applicable, shall have received the prior written consent of the Administrative Agent (and, if any Revolving Credit Commitment is being assigned, of each applicable Issuing Bank), which consents shall not be unreasonably withheld or delayed and (z) the U.S. Borrowers or the European Borrowers, as applicable, or such assignee shall have paid to the affected Lender or the affected Issuing Bank in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of the applicable Class of such Lender or such Issuing Bank, respectively, plus (except, in the case of a Defaulting Lender, any Fees not required to be paid to such Defaulting Lender pursuant to the express provisions of this Agreement) all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16); provided further that in the case of any such termination of Commitments with respect to a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders (after giving effect to any other Commitments to be terminated, transferred or assigned under this Section 2.21)) to cause the adoption of the applicable consent, amendment, waiver or other modification of the Loan Documents; provided further that, if prior to any such transfer and assignment or termination, as the case may be, the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification or shall cease to be a Defaulting Lender, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder and the Borrowers shall not thereafter be permitted to so terminate the Commitment of such Lender or such Issuing Bank. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an

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interest) to execute and deliver, on behalf of such Lender or such Issuing Bank, as the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.21(a).

(b) If (i) any Lender or any Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20, then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrowers or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such filing or assignment, delegation and transfer.

SECTION 2.22. Letters of Credit and Bank Guarantees. (a) General. Any Borrower may request the issuance of a Letter of Credit for its own account or for the account of any Wholly Owned Subsidiary of Holdings (in which case the applicable Borrower and such Wholly Owned Subsidiary shall be co-applicants with respect to such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time while the L/C Commitments of the applicable Class remain in effect as set forth in Section 2.09(a). Any U.S. Letter of Credit shall be denominated in Dollars, and any European Letter of Credit shall be denominated in a Designated Foreign Currency. This Section shall not be construed to impose any obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) in the event that (x) a Revolving Credit Lender of a Class is a Defaulting Lender and (y) the reallocation described in Section 2.22(l) cannot or can only be partially effected, no Issuing Bank shall be required to issue any Letter of Credit with respect to such Class unless such Issuing Bank has entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Class by all such Defaulting Lenders that has not been reallocated as set forth in Section 2.22(l), including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the applicable L/C Exposure and (ii) Bank Guarantees shall only be available under the European Revolving Credit Commitments and shall be issued, renewed, extended or amended with such terms and provisions as are of the type, and subject to such conditions, as are, in each case, customary for bank guarantees issued by banks outside the United States.

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(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the applicable Borrower shall hand deliver or fax to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) in the case of any U.S. Letter of Credit, (x) the U.S. L/C Exposure shall not exceed $100,000,000 and (y) the Aggregate U.S. Revolving Credit Exposure shall not exceed the Total U.S. Revolving Credit Commitment and (ii) in the case of any European Letter of Credit, (x) the European L/C Exposure shall not exceed €70,000,000 and (y) the Aggregate European Revolving Credit Exposure shall not exceed the Total European Revolving Credit Commitment.

(c) Expiration Date. Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the date of the issuance of such Letter of Credit and the date that is five Business Days prior to the Revolving Credit Maturity Date, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank at the time of issuance or renewal thereof, unless such Letter of Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Revolving Credit Maturity Date, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank at the time of issuance or renewal thereof) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit will not be renewed.

(d) Participations. By the issuance of a U.S. Letter of Credit and without any further action on the part of the applicable Issuing Bank or the U.S. Revolving Credit Lenders, such Issuing Bank hereby grants to each U.S. Revolving Credit Lender, and each such U.S. Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such U.S. Letter of Credit, payable in Dollars, equal

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to its applicable Pro Rata Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit, effective upon the issuance of such U.S. Letter of Credit. By the issuance of a European Letter of Credit and without any further action on the part of the applicable Issuing Bank or the European Revolving Credit Lenders, such Issuing Bank hereby grants to each such European Revolving Credit Lender, and each European Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such European Letter of Credit, payable in Euro, equal to its applicable Pro Rata Percentage of the aggregate amount available to be drawn under such European Letter of Credit, effective upon the issuance of such European Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Credit Lender and European Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Percentage of each U.S. L/C Disbursement or European L/C Disbursement, as applicable, made by such Issuing Bank and not reimbursed by the applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit of the applicable Class is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than the Business Day after such Borrower shall have received notice from such Issuing Bank that payment of such draft will be made.

(f) Obligations Absolute. Each Borrower’s obligation to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, setoff, defense or other right that such Borrower, any other party guaranteeing, or otherwise obligated with, such Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

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(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Borrower’s obligations hereunder.

Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse such Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank (i) such Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of such Issuing Bank.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the

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Administrative Agent and the applicable Borrower of such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Bank, then, unless the applicable Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of such Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by such Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount were a Daily Rate Revolving Loan.

(i) Resignation or Removal of an Issuing Bank. Any Issuing Bank may resign at any time by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers, and may be removed at any time by the Borrowers by notice to such Issuing Bank, the Administrative Agent and the Lenders. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender that shall agree to serve as a successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of such retiring Issuing Bank. At the time such removal or resignation shall become effective, the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.05(c). The acceptance of any appointment as an Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrowers and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of such previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of an Issuing Bank hereunder (including pursuant to Section 2.21(a)), the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, the Borrowers shall on the Business Day they receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an account with the Administrative Agent, for the benefit of the Revolving Credit

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Lenders, an amount in cash equal to the L/C Exposure as of such date; provided that the obligation to deposit such cash will become effective immediately, and such deposit will become immediately payable in immediately available funds, without demand or notice of any kind, upon the occurrence of an Event of Default described in Article VII(g) or Article VII(h). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Bank Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrowers for the L/C Exposure at such time and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy the Bank Obligations. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

(k) Additional Issuing Banks. The Borrowers may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement, subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank. Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.

(l) Defaulting Lenders. If any Revolving Credit Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, such Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective applicable Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitments), but only to the extent that such reallocation does not cause (i) the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender that is a U.S. Revolving Credit Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment or (ii) the aggregate European Revolving Credit Exposure of any Non-Defaulting Lender that is a European Revolving Credit Lender to exceed such Non-Defaulting Lender’s European Revolving Credit Commitment.

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No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the reallocation described above cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, enter into arrangements reasonably satisfactory to the applicable Issuing Bank and the applicable Borrower to eliminate such Issuing Bank’s risk with respect to the participations in Letters of Credit by all Defaulting Lenders to the extent not so reallocated, including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the applicable L/C Exposures.

SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit Commitments. (a) Any Borrower may, by written notice to the Administrative Agent, on one or more occasions during the term of this Agreement request Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Facility Amount in effect at such time from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments shall be extended, (ii) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in a minimum increment equal to the Borrowing Multiple and a minimum amount of the Borrowing Minimum or equal to the remaining Incremental Amount), (iii) if the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are to be provided in a Designated Foreign Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice unless otherwise agreed to by the Administrative Agent), (v) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional U.S. Term Loans of any Class, commitments to make additional European Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”), and (vi) in the case of Incremental Revolving Credit Commitments, whether such Incremental Revolving Credit Commitments are U.S. Revolving Credit Commitments, European Revolving Credit Commitments or commitments to make Revolving Loans on terms, to Borrowers or in currencies different from the U.S. Revolving Loans and the European Revolving Loans (“Other Revolving Loans”, and such commitments, “Other Revolving Credit Commitments”).

(b) The applicable Borrower or Borrowers may seek Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith. The applicable Borrower or

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Borrowers and each Incremental Term Lender and/or Incremental Revolving Credit Lender, as applicable, shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment and/or the Incremental Revolving Credit Commitment of such Person. The terms and provisions of (x) the Incremental Term Loans shall be identical to those of the Term Loans of the applicable Class and (y) Incremental Revolving Credit Commitments shall be identical to those of the Revolving Credit Commitments of the applicable Class, in each case except as otherwise set forth herein or in the Incremental Assumption Agreement. Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Revolving Loans shall be no earlier than the Revolving Credit Maturity Date with respect to any Class of Revolving Loans, (ii) [Reserved], (iii) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made would exceed the Adjusted LIBO Rate (without giving effect to clause (a) in the definition thereof) that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (x) the average life to maturity of such Other Term Loans and (y) four) exceeds by more than 50 basis points the sum of (A) the margin then in effect for Eurocurrency Term Loans of any Class (which, with respect to the Term Loans of any such Class, shall be the sum of the Applicable Margin then in effect for such Eurocurrency Term Loans of such Class increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Term Loans of such Class on the date such Other Term Loans are made would exceed the Adjusted LIBO Rate (without giving effect to clause (a) in the definition thereof) that would be in effect for a three-month Interest Period commencing on such date) plus (B) the amount of OID initially paid in respect of the Term Loans of such Class divided by the lesser of (x) the average life to maturity of the Term Loans of such Class as in effect at the time such Term Loans were made as determined by the Administrative Agent in its sole discretion and (y) four (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (or, in the case of that portion, if any, of the Yield Differential resulting from the “LIBOR floor” applicable to such Other Term Loans being greater than that applicable to such Class of Eurocurrency Term Loans on the date such Other Term Loans are made, at the request of the Company and in the discretion of the Administrative Agent, the “LIBOR floor”) then in effect for each such affected Class of Term Loans shall automatically be increased by the Yield Differential (or relevant portion thereof), effective upon the making of the Other Term Loans, and (iv) the Applicable Margin with respect to any Incremental Revolving Loans shall be equal to the Applicable Margin for the existing Revolving Loans; provided that the

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Applicable Margin of the existing Revolving Loans may be increased to equal the Applicable Margin for such Incremental Revolving Loans to satisfy the requirements of this clause (iv). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Notwithstanding anything to the contrary herein, each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Incremental Term Loans and/or Incremental Revolving Loans evidenced thereby, and the Administrative Agent and the Borrowers may revise this Agreement to evidence such amendments.

(c) Notwithstanding the foregoing, without the consent of the Required Lenders, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Borrower or Borrowers, (ii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders and/or Incremental Revolving Credit Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement (or, if the proceeds of any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Permitted Acquisition, Section 4 of Amendment No. 6), (iii) the Administrative Agent shall have received from the applicable Borrower or Borrowers all fees and other amounts due and payable in respect of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by such Borrower or Borrowers hereunder or under any other Loan Document and (iv) Holdings shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date; provided that to the extent the proceeds of Loans made pursuant to any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Limited Condition Acquisition, notwithstanding anything to the contrary in Section 4.01, (x) to the extent agreed by the applicable Incremental Term Lenders and/or Incremental Revolving Credit Lenders, the representations and warranties referred to in Section 4.01(b) may be limited to representations and warranties consistent with the Specified Representations (as defined in Amendment No. 6) for purposes of clause (i) above, (y) the condition set forth in paragraph (c) of Section 4.01 shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into and (z) Pro Forma Compliance shall be tested on the date on which such definitive agreements are entered into by

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assuming that such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are established, and the Loans thereunder made, on such date, the proceeds thereof are applied on such date and such Limited Condition Acquisition closes on such date.

(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the applicable Borrower or Borrowers, take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Loans of the applicable Class on a pro rata basis. With respect to Incremental Term Loans, this may be accomplished by converting each outstanding Eurocurrency Term Borrowing into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurocurrency Term Borrowing of the applicable Class on a pro rata basis. With respect to Incremental Revolving Commitments, this may be accomplished by (i) requiring the outstanding Revolving Loans of the affected Class to be prepaid with the proceeds of a new Revolving Credit Borrowing of such Class, (ii) causing Lenders of the affected Class to assign portions of their outstanding Revolving Loans of such Class to Incremental Revolving Credit Lenders or (iii) any combination of the foregoing. Any conversion of Eurocurrency Loans to Daily Rate Loans contemplated in the preceding two sentences shall be subject to Section 2.16. If any Incremental Term Loan or Incremental Revolving Loan is to be allocated to an existing Interest Period for a Eurocurrency Term Borrowing or Eurocurrency Revolving Borrowing of a Class, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) or (ii), as applicable, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders of the applicable Class on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which such Lenders were entitled before such recalculation.

(e) For the avoidance of doubt, it is understood and agreed that, notwithstanding the foregoing provisions of this Section 2.23, (i) the Incremental Term Loan Commitments provided for in Amendment No. 7 shall become effective in accordance with Amendment No. 7 and (ii) no further amendments or modifications to the terms of the Credit Facilities are required after the Third Restatement Date by virtue of this Section 2.23 as a result of the effectiveness of Amendment No. 7 or the consummation of the transactions expressly contemplated thereby.

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ARTICLE III

Representations and Warranties

Each Loan Party, with respect to itself and its respective Subsidiaries, represents and warrants to each Administrative Agent, each Issuing Bank and each of the Lenders that:

SECTION 3.01. Organization; Powers. Each Loan Party and each Material Subsidiary (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted except where the failure to have the same could not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where the concept is relevant) in, every jurisdiction where such qualification is required, except where the failure so to qualify or be in good standing could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents, subject in the case of Amendment No. 7 to the limitations set forth in Schedule II to Amendment No. 7, and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of each Borrower, to borrow hereunder. With respect to each Loan Party incorporated in the Grand Duchy of Luxembourg, its place of central administration (siège de l’administration centrale) and centre of main interests (centre des intérêts principaux) is located at its registered office (siège statutaire) in the Grand Duchy of Luxembourg, and it has no establishment outside the Grand Duchy of Luxembourg (each such terms as defined respectively in the Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings or domestic Luxembourg law).

SECTION 3.02. Authorization. (a) Subject to the limitations set forth in Schedule II to Amendment No. 7, the Third Restatement Transactions and the transactions contemplated thereby (i) have been duly authorized by all requisite corporate, partnership and, if required, stockholder, works council and partner action and (ii) will not (A) (1) violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, partnership agreements or other constitutive or governing documents or by-laws of Holdings or any Subsidiary, (2) violate in any material respect any order of any Governmental Authority or (3) violate in any material respect any provision of any indenture, agreement or other instrument to which Holdings or any Material Subsidiary is a party or by which any of them or any of their property is or may be bound, (B) result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any material obligation under any such indenture, agreement or other instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings or any Material Subsidiary (other than any Lien created hereunder or under the Security Documents).

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(b) Subject to the limitations set forth in Schedule II to Amendment No. 7, the execution, delivery and performance by the Loan Parties of Amendment No. 7 and the other Loan Documents entered into in connection with Amendment No. 7 (i) have been duly authorized by all requisite corporate, partnership and, if required, stockholder, works council and partner action and (ii) will not (A) violate any provision of law, statute, rule or regulation in any material respect, or of the certificate or articles of incorporation, partnership agreements or other constitutive or governing documents or by-laws of Holdings or any Subsidiary or (B) violate in any material respect any provision of the Subordinated Notes, the Senior Secured Notes or the Senior Unsecured Notes, in each case outstanding on the Second Restatement Date.

SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by each Loan Party and constitutes, subject to Legal Reservations and the limitations set forth in Schedule II to Amendment No. 7, and each other Loan Document when executed and delivered by each Loan Party thereto will constitute, subject to Legal Reservations and the limitations set forth in Schedule II to Amendment No. 7, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms.

SECTION 3.04. Governmental Approvals. Except as set out in the legal opinions delivered in connection with Amendment No. 7, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Third Restatement Transactions or the transactions contemplated thereby, except for (a) filings in connection with the Security Documents, (b) recordation of the Mortgages, (c) the filings or other actions listed on Schedule 3.04 and (d) such as have been made or obtained and are in full force and effect or where the failure to obtain which could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Financial Statements. Holdings has heretofore furnished to the Lenders (i) its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows as of and for the fiscal year ended December 31, 2011 audited by and accompanied by the opinion of PricewaterhouseCoopers, independent public accountants, and (ii) its interim unaudited consolidated statements of comprehensive income, interim unaudited consolidated statements of financial position and related interim unaudited consolidated statements of changes in equity and cash flows as of and for the three and six month period ended June 30, 2012, certified by its Financial Officer. Such financial statements present fairly in all material respects the financial condition and results of operations and cash flows of Holdings and its consolidated subsidiaries as of such dates and for such periods. Such statements of financial position and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated subsidiaries as of the dates thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

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SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of Holdings and the Subsidiaries, taken as a whole, since December 31, 2010.

SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each Loan Party and its Subsidiaries has good and valid title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except, in each case, where the failure to have such good and valid title or such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

(b) Each Loan Party and its Subsidiaries has complied with all obligations under all material leases to which it is a party and all such leases are in full force and effect except, in each case, where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c) As of the Second Restatement Date, no Loan Party or any of its Subsidiaries has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation.

(d) As of the Second Restatement Date, no Loan Party or any of its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Second Restatement Date a list of all Subsidiaries of Holdings and the ownership percentage of Holdings or any Subsidiary of Holdings therein, together with the identity of each such holder. The shares of capital stock or other ownership interests of such Subsidiaries are, as of the Second Restatement Date, except as set forth on such Schedule 3.08, fully paid and non-assessable and are owned by Holdings or a Subsidiary, directly or indirectly, free and clear of all Liens other than Liens arising under applicable laws or permitted under Section 6.02 (other than Liens created under the Security Documents and, with respect to the Existing Collateral, under the Subordinated Note Documents).

SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as of the Second Restatement Date there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries or any business, property or rights of any such Person (i) that

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involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Since the Second Restatement Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

(c) No Loan Party or any of its Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning and building law, ordinance, code or approval, or permits, any Environmental Law and any Environmental Permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

(d) Certificates of occupancy (or the functional equivalent thereof) and permits are in effect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. Agreements. (a) No Loan Party or any of its Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b) No Loan Party or any of its Subsidiaries is in default in any manner under any provision of any material indenture or other material agreement or instrument evidencing Indebtedness owed to a third party, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Federal Reserve Regulations. (a) No Loan Party or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.

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SECTION 3.12. Investment Company Act. No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.13. Use of Proceeds. The Borrowers will use the proceeds of the Loans (other than Incremental Term Loans, which will be used as provided for in the applicable Incremental Assumption Agreement) and will request the issuance of Letters of Credit only for the purposes specified in the introductory statement to this Agreement. The Loans have not and shall not be used with a view to (a) the subscription or acquisition of any shares in the share capital or depositary receipts thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in the share capital or depositary receipts thereof in The Netherlands.

SECTION 3.14. Taxes. Each Loan Party and each of its Subsidiaries has filed or caused to be filed all material federal, state, local and foreign Tax Returns required to have been filed by it and has paid or caused to be paid all material Taxes due and payable by it and all material assessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or Subsidiary, as applicable, shall have set aside on its books adequate reserves.

SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum (together with the risk factors incorporated by reference therein) or (b) any other written information, report, exhibit or schedule (excluding the projections, forecasts, other forward-looking information and financial information referred to below) furnished by or on behalf of Holdings or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, when taken as a whole (and in the case of information relating to Graham Packaging Company Inc. and its subsidiaries contained in the Confidential Information Memorandum, to the best knowledge of Holdings), contained, contains or will contain as of the date the same was or is furnished any material misstatement of fact or, in the case of the Confidential Information Memorandum, omitted to state as of the date it was furnished any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such projections, forecasts, other forward-looking information and financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

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SECTION 3.16. Employee Benefit Plans. (a) Each Loan Party, each Material Subsidiary and each ERISA Affiliate is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder except to the extent that the liability which could reasonably be expected to result from any failure to comply with such provisions, regulations or interpretations could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of any Loan Party, any Material Subsidiary or any ERISA Affiliates, except to the extent that such liability could not reasonably be expected to have a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as amended or revised from time to time) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of such Plan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as amended or revised from time to time) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding could not reasonably be expected to have a Material Adverse Effect.

(b) Each Foreign Pension Plan is in compliance in all material respects with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent that the liability which could reasonably be expected to result from any failure to comply with such requirements could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, no Loan Party, its Affiliates or, to the knowledge of any Loan Party, any of their respective directors, officers, employees or agents has engaged in a transaction which would subject any Loan Party or any Subsidiary thereof, directly or indirectly, to a tax or civil penalty which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans could not reasonably be expected to result in a Material Adverse Effect; the present value of the aggregate accumulated benefit liabilities of all such Foreign Pension Plans (based on those assumptions used to fund each such Foreign Pension Plan) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of all such Foreign Pension Plans except in such case where the underfunding could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.17. Environmental Matters. (a) Except as set forth in Schedule 3.17 and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, as of the Second Restatement Date no Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permits, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any reasonable basis for any Environmental Liability.

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(b) Since the Second Restatement Date, there has been no change in the status of the matters disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description of all insurance maintained by or on behalf of each Loan Party or any Material Subsidiary thereof as of the Second Restatement Date that is material to Holdings and the Material Subsidiaries taken as a whole. As of the Second Restatement Date, such insurance is in full force and effect and all premiums that, as of the Second Restatement Date, are required to be paid have been duly paid. Each Loan Party and each Material Subsidiary has insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice.

SECTION 3.19. Security Documents. (a) Subject to the Legal Reservations, the U.S. Collateral Agreement creates in favor of a Collateral Agent, for the ratable benefit of the Bank Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the U.S. Collateral Agreement) and the proceeds thereof and (i) with respect to all Pledged Collateral (as defined in the U.S. Collateral Agreement) previously delivered to and in the continuing possession of a Collateral Agent, the Lien created under the U.S. Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to, and remain in the continuing possession of, a Collateral Agent in the future, the Lien created under the U.S. Collateral Agreement will constitute, a fully perfected first priority Lien (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) with respect to all other Collateral (as defined in the U.S. Collateral Agreement) (other than Intellectual Property, as defined in the U.S. Collateral Agreement) with the previous filing of financing statements in the offices specified on Schedule 3.19(a), or when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), or other appropriate instruments are filed or other actions taken, all as described in Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement constitutes or will constitute, as the case may be, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, in each case other than with respect to Liens expressly permitted by Section 6.02.

(b) The U.S. Collateral Agreement, together with the filings made pursuant to the U.S. Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office and the financing statements currently on file in the offices specified on Schedule 3.19(a) have created, as and to the extent provided in the U.S. Collateral Agreement, a Lien that is fully perfected on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the U.S. Collateral Agreement) in which a security interest

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may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. Notwithstanding the foregoing, it is understood that recordings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, may be necessary to perfect a Lien on any U.S. patents, U.S. patent applications, U.S. registered trademarks, U.S. trademark applications, and U.S. registered copyrights of any Loan Party that were acquired after the Closing Date (such intellectual property, collectively the “Post-Closing IP”). Upon the making of such recordings, together with the financing statements currently on file in the offices specified on Schedule 3.19(a), the Lien created under the U.S. Collateral Agreement shall constitute, as and to the extent provided in the U.S. Collateral Agreement, a fully perfected Lien on all right, title and interest of the Loan Parties in the Post-Closing IP, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02.

(c) Subject to the Legal Reservations and to the limitations set forth in Schedule II to Amendment No. 7 and except as set forth on Schedule 3.19(c), each Mortgage is effective to create in favor of the applicable Collateral Agent, for the ratable benefit of the Bank Secured Parties, a valid and enforceable Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed and/or recorded in the appropriate filing office, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Party in such Mortgaged Property and the proceeds thereof, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

(d) Subject to the Legal Reservations, the limitations set forth in Schedule II to Amendment No. 7 or the Agreed Security Principles and except as set forth in Schedule 3.19(d) or the applicable legal opinion, (i) each Foreign Collateral Agreement creates in favor of the applicable Collateral Agent, for the benefit of the Bank Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent permissible under applicable law, and (ii) in the case of the Pledged Collateral described in a Foreign Collateral Agreement, when actions are taken (or were taken) as required in the relevant Foreign Collateral Agreement, the applicable Collateral Agent (for the benefit of the Bank Secured Parties) shall have (or, in the case of actions taken prior to the Second Restatement Date, has) a Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Pledged Collateral and the proceeds thereto, and such Lien shall be a first priority Lien, subject to Liens permitted by Section 6.02, and shall, to the extent applicable in the relevant jurisdiction, be perfected.

SECTION 3.20. Location of Real Property and Leased Premises. Schedule 3.20 lists completely and correctly as of the Second Restatement Date all material real property owned by Holdings and the Material Subsidiaries and the addresses thereof. Holdings and the Material Subsidiaries, as of the Second Restatement Date, own in fee all the material real property set forth on Schedule 3.20.

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SECTION 3.21. Labor Matters. As of the Second Restatement Date, there are no material strikes, lockouts or slowdowns against any Loan Party or any Material Subsidiary, to the knowledge of Holdings or any Borrower, threatened. The hours worked by and payments made to employees of each Loan Party and the Subsidiaries thereof have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters in any material respects. All material payments due from any Loan Party or any Material Subsidiary, or for which any claim may be made against any Loan Party or Material Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or Material Subsidiary. The consummation of the Third Restatement Transactions and the transactions contemplated thereby will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or Material Subsidiary is bound to the extent the same could reasonably be expected to have a Material Adverse Effect.

SECTION 3.22. Solvency. Immediately after the consummation of the Third Restatement Transactions to occur on the Third Restatement Date and the issuance of the September 2012 Senior Secured Notes and the application of the proceeds therefrom on the Third Restatement Date, (i) the fair value of the assets of the Loan Parties (on a consolidated basis), at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties (on a consolidated basis) will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties (on a consolidated basis) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties (on a consolidated basis) will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Third Restatement Date.

SECTION 3.23. Senior Indebtedness. The Obligations constitute “Senior Indebtedness” and “Designated Senior Debt” under and as defined in the Subordinated Note Documents and “Senior Liabilities” under and as defined in the Existing Intercreditor Agreement.

SECTION 3.24. Sanctioned Persons. No Loan Party or subsidiary thereof nor, to the knowledge of any Loan Party, any director, officer, agent, employee or Affiliate of any Loan Party or subsidiary thereof is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or sanctions under other similar applicable laws of other jurisdictions in which it conducts business with the result that any Lender would be in violation of applicable law; and no Borrower will knowingly directly or indirectly use the proceeds of the Loans

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or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC or sanctions under other similar applicable laws of other jurisdictions in which it conducts business with the result that any Lender would be in violation of applicable law.

SECTION 3.25. Austrian Business Reorganization. With respect to each Austrian Borrower, the preconditions for the opening of an Austrian Business Reorganisation as set out under the Austrian Business Reorganisation Act (Unternehmensreorganisationsgesetz) are not met.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions:

SECTION 4.01. All Credit Events. On the date of each Borrowing (other than (i) a conversion or a continuation of a Borrowing or (ii) as set forth in Section 2.23(c) with respect to Incremental Term Loans and Incremental Revolving Credit Commitments) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):

(a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.22(b).

(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by the Borrowers and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

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ARTICLE V

Affirmative Covenants

Each of Holdings and the Borrowers covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than indemnification and other contingent obligations for which no claim has been made) payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each of Holdings and the Borrowers will, and will cause the Material Subsidiaries to:

SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations (including any unconditional works council authorizations), patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property and assets material to the conduct of such business and keep such property and assets in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

SECTION 5.02. Insurance. (a) Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, as is customary with companies in the same or similar businesses operating in the same or similar locations; and maintain such other insurance as may be required by law.

(b) Cause all such policies covering any Collateral material to Holdings and the Subsidiaries taken as a whole (to the extent it is a property policy) to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance satisfactory to the Administrative Agent, which endorsement

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shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or a Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to any Borrower or the Loan Parties under such policies directly to such Collateral Agent; and cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium without at least 10 days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent and such Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason without at least 30 days’ prior written notice thereof by the insurer to the Administrative Agent.

(c) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as is customary with companies in the same or similar businesses operating in the same or similar locations, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as is customary with companies in the same or similar businesses operating in the same or similar locations.

(d) With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against claims that are customarily insured under such insurance, in no event for a combined single limit of less than that which is customary for companies in the same or similar businesses operating in the same or similar locations, naming the applicable Collateral Agent as an additional insured, on forms satisfactory to the Administrative Agent.

SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon or payable by it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge or levy, so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and Holdings, the applicable Borrower or the applicable Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, Tax, assessment or charge or enforcement of a Lien.

SECTION 5.04. Financial Statements, Reports, etc. In the case of Holdings, furnish to the Administrative Agent, which shall furnish to each Lender:

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(a) within 90 days after the end of each fiscal year, its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of Holdings and such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” explanatory note or any similar qualification or exception and without any qualification or exception as to the scope of such audit (other than any such explanatory note or exception that is expressed solely with respect to, or resulting solely from, (i) a maturity date in respect of any Term Loans or Revolving Credit Commitments or Revolving Loans that is scheduled to occur within one year from the date of delivery of such opinion or (ii) any inability or potential inability to satisfy the covenant set forth in Section 6.12 of this Agreement on a future date or in a future period)) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated statements of comprehensive income, consolidated statements of financial position and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of Holdings and such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by its Financial Officer as fairly presenting in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the lack of notes thereto, together with a customary “management discussion and analysis” section;

(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of its Financial Officer in the form of Exhibit K (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent (which shall include a reasonably detailed calculation of Consolidated EBITDA for the relevant period) demonstrating compliance with the covenant contained in Section 6.12 and (iii) setting forth computations of the Total Leverage Ratio as of the last day of the relevant period in reasonable detail satisfactory to the Administrative Agent;

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(d) within 90 days after the beginning of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders or equityholders, as the case may be;

(f) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent (on its own behalf or on behalf of any Lender acting through the Administrative Agent) may reasonably request;

(h) provide all information reasonably requested by the Administrative Agent on behalf of any Lender required in order to manage such Lender’s anti-money laundering, counter-terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations; and

(i) upon or reasonably promptly after each designation of a Subsidiary as an “Unrestricted Subsidiary” and each Subsidiary Redesignation, in each case in accordance with the terms of this Agreement, provide written notice of such designation or Subsidiary Redesignation, as applicable, to the Administrative Agent (who shall promptly notify the Lenders).

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of the following:

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against Holdings or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect;

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(c) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and

(d) any change in Holdings’ public corporate rating by S&P, in Holdings’ public corporate family rating by Moody’s or in the public ratings of the Credit Facilities by S&P or Moody’s, or any notice from either such agency indicating its intent to effect such a change or to place Holdings or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating Holdings or the Credit Facilities.

SECTION 5.06. Information Regarding Collateral. (a) Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or (ii) in the jurisdiction of organization or formation of any Loan Party. Holdings and the Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made or will be made promptly under the Uniform Commercial Code or otherwise that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Holdings and the Borrowers also agree promptly to notify the Administrative Agent if any portion of the Collateral that is material to Holdings and the Subsidiaries taken as a whole is damaged or destroyed.

(b) In the case of Holdings, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06.

SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of clauses (ii) and (iii) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent or any Lender to have reasonable discussions regarding the affairs, finances and condition of such Person with the officers thereof (provided that such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default).

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(b) In the case of Holdings and the Borrowers, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated publicly by S&P and Moody’s, and in the case of Holdings, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Moody’s, in each case in respect of Holdings.

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes specified in the introductory statement to this Agreement or, in the case of Incremental Term Loans and Incremental Revolving Loans, in the applicable Incremental Assumption Agreement. The Loans shall not be used with a view to (a) the subscription or acquisition of any shares in the share capital or depositary receipts thereof in a company organized in The Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in the share capital or depositary receipts thereof in The Netherlands.

SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and the laws applicable to any Foreign Pension Plan except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect and (b) furnish to the Administrative Agent as soon as possible after, and in any event within ten days after any responsible officer of Holdings or any Borrower knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of Holdings, any Borrower or any ERISA Affiliate in an aggregate amount exceeding $75,000,000, a statement of a Financial Officer of Holdings or such Borrower setting forth details as to such ERISA Event and the action, if any, that Holdings or such Borrower proposes to take with respect thereto.

SECTION 5.10. Compliance with Environmental Laws. Comply, and cause all lessees and other Persons occupying or operating its properties to comply with all Environmental Laws applicable to its operations and properties; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any response or remedial action in accordance with Environmental Laws except in each case where the failure to comply or so act could not reasonably be expected to result in a Material Adverse Effect; provided, however, that none of Holdings or any Material Subsidiary shall be required to undertake any response or remedial action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP, except to the extent such response or remedial action is necessary to prevent or abate an imminent and substantial danger to human health and/or the environment.

SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than 30 days without Holdings or any Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, the Loan Parties shall provide to the Lenders within 45 days after such request, at the expense of the Loan Parties, an environmental site

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assessment report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating, to the extent relevant, the presence or absence of Hazardous Materials and the estimated cost of any compliance with, or response or remedial action under, Environmental Law in connection with such Default.

SECTION 5.12. Further Assurances. (a) Execute any and all further documents, financing statements, agreements, assignments, transfers, charges, notices and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under the Agreed Security Principles, or that the Required Lenders or the Administrative Agent may reasonably request (and in such form as any Collateral Agent may reasonably require in respect of such Collateral Agent or its nominee(s)) in accordance with the Agreed Security Principles, in order to effectuate the transactions contemplated by the Loan Documents and (to the extent applicable and required) in order to (i) grant, preserve, protect and perfect the validity and first priority (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) of the security interests created or intended to be created by the Security Documents in accordance with the Agreed Security Principles and (ii) facilitate the realization of the assets which are, or are intended to be, the subject of such security interests. Subject to the Agreed Security Principles, Holdings, each Borrower and each other Loan Party will cause any subsequently acquired or organized Subsidiary of such Person and any Unrestricted Subsidiary that becomes a Subsidiary of such Person pursuant to a Subsidiary Redesignation (in each case other than an Excluded Subsidiary, for so long as such Subsidiary is permitted to remain an Excluded Subsidiary hereunder) to become a Loan Party by executing a Guarantor Joinder and each applicable Loan Document in favor of the Collateral Agents, in each case within a reasonable period of time after such acquisition, organization, Subsidiary Redesignation, or ceasing to be an Excluded Subsidiary. In addition, from time to time and subject to the Agreed Security Principles, Holdings, each Borrower and each other Loan Party will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected (to the extent required under the Agreed Security Principles) first priority (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate. Such security interests and Liens will be created under the Loan Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and applicable Collateral Agent, and Holdings, the Borrowers and the other Loan Parties shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request in accordance with the Agreed Security Principles to evidence compliance with this Section. Subject to the Agreed Security Principles, each of Holdings, the Borrowers and the other Loan Parties agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection (where applicable) and priority status of each such security interest and Lien. In furtherance of the foregoing, Holdings and the Borrowers will give prompt notice to the Administrative Agent of the acquisition by any of them or any of their respective Subsidiaries of any owned real property (or any interest in owned real property) having a value in excess of $20,000,000.

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(b) If, at any time and from time to time on or after the Second Restatement Date, subsidiaries that are not Loan Parties because they are Excluded Subsidiaries (i) had gross assets (excluding intra group items but including, without duplication, investments in Subsidiaries) in excess of 33 ¹/₃% of the Consolidated Total Assets as of, in each case, the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available or (ii) had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 33 ¹/₃% of the Consolidated EBITDA for, in each case, the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, then Holdings shall, not later than 45 days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (or such later date as the Administrative Agent may agree), cause one or more of such subsidiaries that are not Loan Parties to become additional Loan Parties (notwithstanding that such subsidiaries are, individually, Excluded Subsidiaries and notwithstanding anything to the contrary in the Agreed Security Principles) such that the foregoing condition ceases to be true.

SECTION 5.13. Post-Closing Obligations. Schedule III to Amendment No. 7 sets forth certain matters to be effected following the Third Restatement Date.

SECTION 5.14. [Reserved].

SECTION 5.15. [Reserved].

SECTION 5.16. Thai Approval. (a) Prior to any Subsidiary incorporated or otherwise organized in Thailand that is not a Loan Party (a “Thai Subsidiary”) becoming a Guarantor pursuant to the terms of this Agreement, and subject to the Agreed Security Principles, each of Holdings and the Borrowers will cause the relevant Thai Subsidiary to (i) apply to the Bank of Thailand for in-principle approval for the remittance of any foreign currency sum from Thailand to the Bank Secured Parties pursuant to the obligation of payment under Article X, and further, to use commercially reasonable efforts to obtain such Bank of Thailand approval and provide evidence that such application has been submitted to the Bank of Thailand seeking its in-principle approval for such remittance to the Bank Secured Parties and (ii) following receipt of the Bank of Thailand in-principle approval, apply for a permit under the Alien Business Act of Thailand B.E. 2542 from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand (the “Requisite Thai Business Permit”) permitting the Thai Subsidiary to provide a guarantee of the Bank Obligations under this Agreement; provided that no Thai Subsidiary will be required to accede to this Agreement in order to become a Guarantor until such time as the Bank of Thailand in-principle approval and the Requisite Thai Business Permit have been received by such Thai Subsidiary.

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(b) Each Guarantor incorporated or otherwise organized in Thailand (each a “Thai Guarantor”) shall: (A) in respect of each Bank of Thailand in-principle approval received by such Thai Guarantor, (i) when it is required to remit the foreign currency sum pursuant to its obligations of payment under Article X, comply with the Bank of Thailand’s requirements set out in such in-principle approval for obtaining the final approval of the Bank of Thailand for the remittance of such sum (to the full amount of its guarantee obligations), within the time limits specified by the Bank of Thailand (if any); (ii) if such in-principle approval has an expiry date, apply for the renewal or extension of such approval prior to the expiry date of such approval, so long as any of the obligations under the Loan Documents are outstanding; and (iii) comply with the conditions set out in final approval (if any) to allow such Thai Guarantor to remit the approved foreign currency sum (to the fullest extent) for the payment under Article X and (B) in respect of the Requisite Thai Business Permit, the existing permit which has been obtained by the Existing Thai Guarantor (as defined in Section 4 of Schedule 10.03) or any other permit received by such Thai Guarantor and issued by the Director-General of the Department of Business Development, Ministry of Commerce of Thailand under the Alien Business Act of Thailand B.E. 2542 (as relevant) (collectively referred to as the “Thai Business Permits”), comply with all and any conditions, limitations, restrictions or other requirements set out in the terms of each of the applicable Thai Business Permits.

SECTION 5.17. German Domination Agreements. Each Loan Party organized in Germany (a “German Loan Party”) and each other Loan Party that is party to a Domination Agreement shall (a) to the extent not prohibited by applicable law, comply with such Domination Agreement and do all that is necessary to maintain the Domination Agreements in full force and effect, provided that, (i) with respect to any Domination Agreements other than any Domination Agreements with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) in connection with a transaction permitted by Section 6.05 of this Agreement involving a German Loan Party that is a dominated entity (beherrschtes Unternehmen) under a Domination Agreement that leads to such German Loan Party ceasing to be a Loan Party, or (y) if a replacement domination agreement reasonably acceptable to the Administrative Agent will be executed and filed for registration concurrently with the termination thereof or (z) as otherwise permitted by the Administrative Agent, and (ii) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be terminated (x) to the extent SIG Euro Holding AG & Co KGaA has changed its corporate legal form into that of a German limited liability company (Gesellschaft mit beschränkter Haftung) or limited partnership pursuant (Kommanditgesellschaft), if a replacement domination agreement reasonably acceptable to the Administrative Agent will be executed and filed for registration concurrently with the termination thereof provided, or (y) as otherwise permitted by the Administrative Agent; and (b) provide the Administrative Agent with at least ten days, but in the case of any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen) at least six weeks, prior written notice of any intention to cancel any Domination Agreement, unless such cancellation is permitted under clause (a) of this Section 5.17.

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ARTICLE VI

Negative Covenants

Each of Holdings and (other than with respect to Section 6.15) the Borrowers covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than indemnification and contingent obligations for which no claim has been made) payable under any Loan Document have been paid in full and all Letters of Credit have been cancelled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, none of Holdings or any Borrower will, and each will cause the Material Subsidiaries not to:

SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the Second Restatement Date and set forth in Schedule 6.01;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of Holdings and the Subsidiaries to the extent permitted by Section 6.04(c) so long as, at all times after the date that is 90 days after the Closing Date (or such later date as the Administrative Agent may permit), any such Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party that is in excess of $35,000,000 is subordinated in right of payment to the Bank Obligations pursuant to an Affiliate Subordination Agreement (or in another manner acceptable to the Administrative Agent);

(d) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any property (real or personal); provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

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(e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(f) Indebtedness assumed in connection with the acquisition of any property (real or personal) or secured by a Lien on any such property prior to the acquisition thereof, in each case in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Capital Lease Obligations under Section 6.01(e), shall not exceed $400,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.0% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(g) Indebtedness under performance bonds, bid and appeal bonds and completion guarantees or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business;

(h) Indebtedness incurred under any local working capital facilities in an aggregate principal amount not to exceed €300,000,000 at any time outstanding, provided that the aggregate principal amount of Indebtedness incurred under the Local Facilities shall not exceed €200,000,000 at any time outstanding;

(i) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(i) shall not exceed $300,000,000 at any time outstanding (or, if greater, the maximum principal amount that, at the time of the incurrence thereof and after giving effect thereto, would not cause the Senior Secured First Lien Leverage Ratio to exceed 3.5 to 1.0);

(j) Indebtedness in respect of Hedging Agreements incurred in the ordinary course of business and consistent with prudent business practices;

(k) (i) The Senior Secured Notes described in clauses (a), (b), (c), (d) and (e) of the definition thereof, (ii) the Senior Unsecured Notes described in clauses (a), (b), (c), (d) and (e) of the definition thereof and (iii) the Subordinated Notes;

(l) Senior Secured Notes; provided that at the time of such incurrence and after giving effect thereto, (i) the Senior Secured First Lien Leverage Ratio would not exceed 3.5 to 1.0 and (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing;

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(m) Senior Secured Notes and Senior Unsecured Notes; provided that at the time of such incurrence and after giving effect thereto, (i) such Indebtedness (whether or not in the form of Senior Secured Notes) complies with proviso (i) to clause (f) of the definition of the term “Senior Secured Notes”, (ii) at the time of issuance the principal amount of such Indebtedness does not exceed the Incremental Facility Amount, (iii) Holdings shall be in Pro Forma Compliance and (iv) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing;

(n) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures so long as the aggregate principal amount incurred pursuant to this paragraph (n) after the Second Restatement Date, when combined with the aggregate outstanding amounts invested, loaned or advanced pursuant to Section 6.04(j) after the Second Restatement Date, does not exceed $350,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 1.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(o) Guarantees by Holdings of Indebtedness of any Subsidiary and by any Subsidiary (other than BP II) of any Indebtedness of Holdings or any other Subsidiary; provided that (i) Guarantees of any Indebtedness by any Loan Party of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (ii) Guarantees of Indebtedness by any Subsidiary that is not a Loan Party shall only be permitted if the borrower of such Indebtedness is organized in the same jurisdiction as such Subsidiary providing such Guarantee;

(p) (i) Cash Management Obligations with respect to Cash Management Services not to exceed $300,000,000 at any time outstanding (it being understood that any Indebtedness outstanding under intra-day settlement accounts at the end of the day shall be treated as an incurrence of Indebtedness for purposes of, and be subject to the restrictions contained in, this Section 6.01) and (ii) obligations with respect to Cash Management Services entered into in the ordinary course of business;

(q) Indebtedness of Holdings or the Subsidiaries consisting of obligations (including guarantees thereof) to repurchase equipment sold to customers or third party leasing companies pursuant to the terms of sale of such equipment in the ordinary course of business;

(r) Indebtedness incurred in connection with the Company Post-Closing Reorganization and set forth in Schedule 6.01(r);

(s) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of Holdings or any of the Subsidiaries incurred in the ordinary course of business or in connection with an acquisition or any other investment permitted pursuant to Section 6.04 (including as a result of the cancellation or vesting of outstanding options and other equity based awards in connection therewith);

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(t) Indebtedness representing obligations arising under agreements of Holdings or a Subsidiary providing for indemnification, adjustment of purchase price or other post-closing payment adjustments, including wholly contingent earn-outs and other similar arrangements, in each case incurred in connection with an investment permitted under Section 6.04 or a Permitted Acquisition or a permitted disposition;

(u) Indebtedness consisting of Subordinated Indebtedness issued by Holdings or any Subsidiary to current or former officers, directors and employees thereof or any Parent Company thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Holdings or any Parent Company to the extent described in clause (iii) of Section 6.06(a);

(v) Indebtedness consisting of Subordinated Shareholder Loans;

(w) unsecured Indebtedness of Holdings or any Subsidiary; provided that at the time thereof and after giving effect thereto, (i) Holdings shall be in Pro Forma Compliance, (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing, and (iii) if such Indebtedness constitutes Subordinated Indebtedness, the subordination provisions relating thereto are reasonably satisfactory to the Administrative Agent;

(x) unsecured subordinated Indebtedness of any Loan Party; provided that at the time thereof and after giving effect thereto, (i) Holdings shall be in Pro Forma Compliance, (ii) both before and after giving effect to such incurrence, no Default or Event of Default shall have occurred and be continuing, and (iii) the subordinations provisions relating thereto are reasonably satisfactory to the Administrative Agent;

(y) Indebtedness in respect of any Permitted Receivables Financing;

(z) other Indebtedness of Holdings or any Subsidiary in an aggregate principal amount not exceeding $500,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(aa) Indebtedness of Graham Packaging or any of its subsidiaries existing on the Graham Packaging Closing Date; provided that such Indebtedness existed at the time Graham Packaging became a Subsidiary and was not created in contemplation of or in connection with Graham Packaging becoming a Subsidiary;

(bb) any extensions, renewals, refinancings and replacements of the Indebtedness permitted to be incurred under Sections 6.01(a), (d), (i), (k), (l), (m), (w), (bb) and (cc) (the Indebtedness being extended, renewed, refinanced or replaced being referred to herein as the “Refinanced Indebtedness”; and the Indebtedness incurred under this Section 6.01(bb) being referred to herein as “Permitted Refinancing Indebtedness”); provided that (i) the principal amount of the Permitted

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Refinancing Indebtedness is not increased (except by an amount equal to the accrued interest and premium on, or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement), (ii) (A) if the Refinanced Indebtedness is in the form of Senior Secured Notes or Senior Unsecured Notes incurred under Sections 6.01 (k), (l), (m) or (w) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), (I) the final maturity date of the Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Refinanced Indebtedness and (y) 90 days after the Latest Term Loan Maturity Date and (II) the average life to maturity of the Permitted Refinancing Indebtedness is greater than or equal to the lesser of (x) the weighted average life to maturity of the Refinanced Indebtedness and (y) the weighted average life to maturity of the Class of Term Loans then outstanding with the greatest remaining weighted average life to maturity and (B) if the Refinanced Indebtedness is not Indebtedness described under clause (A) above, neither the final maturity nor the weighted average life to maturity of the Permitted Refinancing Indebtedness is decreased, (iii) if the Refinanced Indebtedness is in the form of Senior Secured Notes, the Permitted Refinancing Indebtedness complies with provisos (i) and (ii) to clause (f) of the definition of the term “Senior Secured Notes”, (iv) if the Refinanced Indebtedness is subordinated to the Bank Obligations, the Permitted Refinancing Indebtedness is subordinated to the Bank Obligations on terms no less favorable to the Lenders and (v) the obligors in respect of the Refinanced Indebtedness remain the only obligors on the Permitted Refinancing Indebtedness (unless each such subsequent obligor is a Loan Party);

(cc) Senior Secured Notes and Senior Unsecured Notes; provided that 100% of the Net Cash Proceeds thereof are applied substantially concurrently with the incurrence thereof (taking into account any escrow mechanics relating to the incurrence thereof) to prepay, repay, refinance or replace Term Loans, together with accrued interest thereon, and to pay related fees and expenses;

(dd) Indebtedness of Holdings or any Subsidiary arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of it being incurred;

(ee) Indebtedness of Holdings or any Subsidiary in respect of letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes);

(ff) Indebtedness of Holdings or any Subsidiary in respect of the financing of insurance premiums in the ordinary course of business; and

(gg) Indebtedness of Holdings or any Subsidiary in respect of take-or-pay obligations under supply arrangements incurred in the ordinary course of business.

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SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of Holdings and the Subsidiaries existing on the Second Restatement Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the Second Restatement Date (including the Subordinated Notes) and extensions, renewals, refinancings, and replacements thereof permitted hereunder;

(b) any Lien created under the Loan Documents to secure the Obligations;

(c) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on any property or assets or shares of stock of any Person that becomes a Subsidiary after the Second Restatement Date prior to the time such Person becomes such a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings or any Subsidiary (other than proceeds thereof) and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and any extensions, renewals, refinancings or replacements thereof that do not increase the outstanding principal amount thereof (except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement);

(d) Liens for taxes not yet due or which are being contested;

(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not overdue for a period of more than 60 days or which are being contested;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Borrower or any of the Subsidiaries;

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(i) purchase money security interests in property (real or personal) or improvements thereto hereafter acquired (or, in the case of improvements, made) by Holdings or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or improvement), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such property or improvements at the time of such acquisition (or improvement) and (iv) such security interests do not apply to any other property or assets of Holdings or any Subsidiary (other than proceeds thereof);

(j) judgment Liens securing judgments not constituting an Event of Default under Article VII;

(k) Liens securing Indebtedness or other obligations of Holdings or the Subsidiaries incurred pursuant to Section 6.01(d), (e), (f), (k)(i), (k)(iii), (l), (m) or (cc) (including any Guarantees in respect thereof) (or, except in the case of clause (k)(iii), Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof); provided that (x) in the case of any Liens securing Indebtedness permitted by Section 6.01(d), (e) or (f) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), such Liens do not encumber any property or assets other than the property or assets financed by such Indebtedness (or the proceeds thereof), (y) in the case of Liens securing Indebtedness permitted by Section 6.01(k)(i), (l) or (m) (or Permitted Refinancing Indebtedness in respect thereof, including with respect to successive extensions, renewals, refinancings or replacements thereof), such Liens do not encumber any property other than Collateral and (z) in the case of Liens securing Indebtedness permitted by Section 6.01(k)(iii), such Liens do not encumber any property other than the property encumbered by such Liens in existence on the Second Restatement Date;

(l) Liens on the assets of Subsidiaries that are not Loan Parties to secure Indebtedness (other than Local Facilities) incurred by such Subsidiaries pursuant to Section 6.01(h);

(m) Liens securing Hedging Agreements permitted hereunder; provided that the fair market value of the property and assets of Holdings and the Subsidiaries securing the obligations of Holdings or any Subsidiary in respect of any such Hedging Agreement that are not Bank Obligations shall not exceed $150,000,000;

(n) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(o) leases, subleases, licenses and sublicenses of property (real or personal) which do not materially interfere with the ordinary conduct of the business of Holdings or the Subsidiaries;

(p) Liens in favor of any Loan Party;

(q) deposits made in the ordinary course of business to secure liability to insurance carriers;

(r) grants of software and other technology and intellectual property licenses in the ordinary course of business;

(s) Liens on equipment of Holdings or any Subsidiary granted in the ordinary course of business to Holdings’ or any such Subsidiary’s client at which location such equipment is located;

(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the purchase or sale of goods entered into in the ordinary course of business;

(u) Liens arising by virtue of any statutory, common law or contractual provisions relating to banker’s liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, including any lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen), with whom a Loan Party or any Subsidiary of a Loan Party maintains a banking relationship in the ordinary course of business;

(v) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture;

(w) Liens arising from Uniform Commercial Code filings (or the non-US equivalent thereof) regarding operating leases entered into by Holdings and the Subsidiaries in the ordinary course of business;

(x) Liens on securities that are the subject of repurchase agreements constituting Investments permitted by Section 6.04;

(y) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets prior to completion;

(z) Liens arising in connection with any sale or other disposition of assets; provided that such Liens do not at any time encumber any assets other than the assets to be sold or disposed of;

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(aa) Liens that are created or provided for by (i) a transfer of an account receivable or chattel paper or (ii) a commercial consignment that in each case does not secure payment or performance of an obligation;

(bb) Liens (other than Liens securing Indebtedness for borrowed money) arising by operation of law;

(cc) Liens on Securitization Assets, and any other assets of any Securitization Subsidiary, in each case securing any Permitted Receivables Financing;

(dd) other Liens securing liabilities in an aggregate amount not to exceed $500,000,000 at any time outstanding (or, if greater at the time of incurrence thereof, 2.50% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(ee) a deemed security interest, as described in section 17(1)(b) of the Personal Property Securities Act 1999 (NZ), which does not secure Indebtedness or performance of an obligation; and

(ff) Liens on the Equity Interests of Unrestricted Subsidiaries.

SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (each such transaction, a “Sale and Lease-Back Transaction”) unless any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.

SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, except:

(a) (i) investments by Holdings and the Subsidiaries existing on the Second Restatement Date in the Equity Interests of Holdings and the Subsidiaries and (ii) additional investments by Holdings and the Subsidiaries in the Equity Interests of Holdings, the Subsidiaries, the Unrestricted Subsidiaries and the Escrow Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Collateral Agreement or another Security Document (subject to Agreed Security Principles), (B) the aggregate amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Escrow Subsidiaries shall not exceed the amount reasonably determined by Holdings to be the amount such Escrow Subsidiary would be required to pay in respect of accrued interest, accreted original issue discount, premium, fees and expenses in the event that the related Permitted Acquisition is not consummated at the applicable Escrow Release

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Effective Time and (C) the aggregate outstanding amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Escrow Subsidiaries and Subsidiaries of Holdings that are not Loan Parties, and investments by Holdings or any Subsidiary in, and loans and advances by Holdings or Subsidiary to, any Unrestricted Subsidiary made after the Second Restatement Date (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed (at the time such investment, loan or advance is made) the greater of (x) $400,000,000 (it being understood that any investment, loan and advance subject to this proviso shall no longer be deemed to be outstanding if the Escrow Subsidiary, Unrestricted Subsidiary or Subsidiary that received such investment, loan or advance subsequently becomes, or is merged into, amalgamated or consolidated with, a Loan Party) and (y) 15% of Consolidated EBITDA as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission;

(b) Permitted Investments;

(c) loans or advances made by Holdings to any Subsidiary or by any Subsidiary to Holdings or another Subsidiary; provided that (i) such loans and advances shall be subordinated to the Obligations to the extent required by Section 6.01(c) and (ii) the amount of such loans and advances made after the Second Restatement Date by Loan Parties to Subsidiaries that are not Loan Parties and outstanding at any time shall be subject to the limitation set forth in clause (a) above;

(d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(e) Holdings and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees, directors, officers and consultants so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $50,000,000;

(f) Holdings and the Subsidiaries may enter into Hedging Agreements that are permitted under Section 6.01(j);

(g) investments resulting from Letters of Credit issued pursuant to Section 2.22 and guarantees (other than in respect of Indebtedness) for the account of Wholly Owned Subsidiaries of Holdings that are not Loan Parties;

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(h) Holdings and the Subsidiaries may acquire all or substantially all the assets of a Person or division, product line or line of business of such Person, or not less than 75% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”), or, in connection with a tender offer or similar multi-step acquisition, such lesser percentage (but not less than a majority of the voting Equity Interests) if Holdings has publicly stated its intention to acquire, directly or indirectly, not less than 75% of the Equity Interests (other than directors’ qualifying shares) of such Acquired Entity at the end of such process; provided that (i) the Acquired Entity shall be in a Similar Business; and (ii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) Holdings would be in Pro Forma Compliance; (C) [reserved]; (D) Holdings shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; and (E) subject to the Agreed Security Principles, Holdings shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Loan Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(h) being referred to herein as a “Permitted Acquisition”); provided that, in the case of any such Permitted Acquisition that is a Limited Condition Acquisition, clauses (A) and (B) above shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into and Pro Forma Compliance shall be tested on the date on which such definitive agreements are entered into by assuming that the Indebtedness to be incurred to finance such Limited Condition Acquisition is incurred on such date, the proceeds thereof are applied on such date and such Limited Condition Acquisition closes on such date;

(i) Holdings and the Subsidiaries may acquire any Acquired Entity for aggregate consideration (including the aggregate principal amount of all assumed Indebtedness) not to exceed $200,000,000 per annum, provided that (i) any amount that is not used in a given year (less any amount carried forward to such year) since the Closing Date may be carried forward to the subsequent year, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (iii) subject to the Agreed Security Principles, Holdings shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Loan Documents.

(j) acquisitions of, investments in, and loans and advances to, joint ventures so long as the aggregate outstanding amount invested, loaned or advanced after the Second Restatement Date pursuant to this paragraph (j) (determined without regard to any write-downs or write-offs of such investments, loans or advances), together with the outstanding aggregate principal amount of Indebtedness incurred after the Second Restatement Date under Section 6.01(n), does not exceed $350,000,000 at any time outstanding (or, if greater at the time thereof, 1.5% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings));

(k) investments in connection with the Transactions and the Company Post-Closing Reorganization;

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(l) investments existing on the Second Restatement Date or made pursuant to binding commitments in effect on the Second Restatement Date and, in each case, set forth on Schedule 6.04(l);

(m) investments the payment for which consists of Equity Interests or Subordinated Shareholder Loans of Holdings (other than Disqualified Stock) or any Parent Company, as applicable;

(n) investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(o) investments of any Person existing, or made pursuant to binding commitments in effect, at the time such Person becomes a Subsidiary or consolidates or merges with Holdings or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments and commitments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;

(p) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) that are otherwise permitted under Section 6.02 or made in connection with a Lien permitted by Section 6.02;

(q) investments, loans and advances by Holdings, the Borrowers and the Subsidiaries in an amount not to exceed the Available Amount;

(r) investments arising directly out of the receipt of non-cash consideration for any Asset Sale permitted pursuant to Section 6.05;

(s) investments in, and loans and advances to, Securitization Subsidiaries in accordance with any Permitted Receivables Financing Documents;

(t) in addition to investments permitted by paragraphs (a) through (s) above, additional investments, loans and advances by Holdings, the Borrowers and the Subsidiaries so long as the aggregate outstanding amount invested, loaned or advanced pursuant to this paragraph (t) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed (at the time such investment, loan or advance is made) the greater of (i) $400,000,000 and (ii) 15% of Consolidated EBITDA as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission;

(u) other investments by Holdings or any Subsidiary in another Subsidiary resulting from an Asset Sale permitted under Section 6.05 or other dispositions permitted hereunder; provided that the amount of such investments made after the Second Restatement Date resulting from Asset Sales by Loan Parties to Subsidiaries that are not Loan Parties, based on the fair market value of the assets or property sold (as determined reasonably and in good faith by a Financial Officer of Holdings and without regard to any write-downs or write-offs of such investments) shall be subject to the limitation set forth in clause (a) above;

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(v) investments arising as the result of payments permitted pursuant to Sections 2.12(b) and 6.09 and investments in Senior Secured Notes; and

(w) investments in receivables owing to Holdings or any Subsidiary.

It is further understood and agreed that for purposes of determining the value of any investment, loan or advance outstanding for purposes of this Section 6.04, such amount shall deemed to be the amount of such investment, loan or advance when made, purchased or acquired less any returns of principal or capital thereon (not to exceed the original amount invested).

SECTION 6.05. Mergers, Consolidations and Sales of Assets. (a) Merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of Holdings and the Subsidiaries, taken as a whole, except that (i) the Transactions and the Company Post-Closing Reorganization shall be permitted, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any Person may merge into, amalgamate with or consolidate with any Borrower in a transaction in which such Borrower is the surviving corporation, (B) any Person may merge into, amalgamate with or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (C) any Subsidiary (other than any Borrower that is not an Ancillary Borrower) may merge into, amalgamate with or consolidate with any other Person in order to effect a Permitted Acquisition or other acquisition permitted by Section 6.04 and (D) any Subsidiary (other than any Borrower that is not an Ancillary Borrower) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge, amalgamate or consolidate as contemplated in the Transactions or the Company Post-Closing Reorganization or if such transaction is not adverse to the Lenders in any material respect and if Holdings determines in good faith that such liquidation or dissolution, merger, amalgamation or consolidation is in the best interest of Holdings and the Subsidiaries, taken as a whole and (iii) any Asset Sale (other than one in which Holdings or a Borrower that is not an Ancillary Borrower is sold or otherwise disposed of) that complies with clause (b) below shall be permitted.

(b) Make any Asset Sale not otherwise permitted under clause (i) or (ii) of paragraph (a) above (other than any Non-Consensual Asset Sale, as to which this paragraph (b) shall not apply) unless such Asset Sale is for consideration at least 75% of which is cash and such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of; provided that any Designated Non-Cash Consideration in respect of such Asset Sale having an

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aggregate fair market value, taken together with all other Designated Non-Cash Consideration received that is at that time outstanding, not in excess of an amount equal to 1.25% of Consolidated Total Assets (calculated on a pro forma basis and with reference to the most recent consolidated balance sheet of Holdings) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash.

SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that:

(i) any Subsidiary of Holdings may declare and pay dividends or make other Restricted Payments ratably to its equity holders,

(ii) (a) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital Stock of the same class, and may exchange one class or type of Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (b) Holdings may make distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder Loans, and may capitalize the interest on its Subordinated Shareholder Loans;

(iii) Holdings may make Restricted Payments to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any Parent Company held by any future, present or former employee, director or consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate Restricted Payments made under this clause (iii) after the Second Restatement Date do not exceed $25,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment of $50,000,000 in any calendar year);

(iv) Holdings may make Restricted Payments to any Parent Company in amounts required for such Parent Company to pay national, state or local income taxes (as the case may be) imposed directly on such Parent Company to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries (including, without limitation, by virtue of such Parent Company being the common parent of a consolidated or combined tax group of which Holdings or its Subsidiaries are members); provided, however, that in no event shall Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater than the amount Holdings would pay on such income to a taxing authority were such income taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking into account tax attributes from prior years);

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(v) Holdings may make Restricted Payments (A) in amounts required for any Parent Company or any Affiliate thereof, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Company or of any Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including compliance and reporting expenses) of any Parent Company or any Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as such Parent Company owns no material assets other than Equity Interests in Holdings or any Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to be attributable to such ownership or operation and (B) in amounts required for any Parent Company to pay fees and expenses, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such Parent Company; and provided further that such amounts reduce Consolidated Net Income pursuant to the definition of such term;

(vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person;

(viii) after a Qualified Public Offering, Holdings may pay dividends and make distributions to any Parent Company, so that such Parent Company can pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount generating a 3.00% annual yield payable to all equity holders (such yield to be determined based on the initial public offering price of the Equity Interests sold in such Qualified Public Offering); provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;

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(ix) Holdings may make Restricted Payments, in an aggregate amount not to exceed the Available Amount, provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(h) and 6.04(i) occurring after such period) as if such transaction had occurred as of the first day of such period, Holdings would be in Pro Forma Compliance;

(x) Holdings may make Restricted Payments in an amount equal to proceeds received in connection with any sale, transfer or other disposition of Non-Strategic Land, provided that the aggregate amount of Restricted Payments made pursuant to this clause (x) shall not exceed €25,000,000;

(xi) Holdings may make Restricted Payments to pay Management Fees, plus out-of-pocket expense reimbursement; provided that both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and

(xii) Holdings may make Restricted Payments to consummate or fund the Transactions and the Company Post-Closing Reorganization (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) and pay fees and expenses incurred in connection with the Transactions and the Company Post-Closing Reorganization (including fees and expenses incurred by any Parent Company).

(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Bank Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdings or any Subsidiary or to Guarantee Indebtedness of Holdings or any Subsidiary, except in each case for such encumbrances or restrictions existing under or by reason of:

(A) contractual encumbrances or restrictions in effect on the Second Restatement Date and set forth on Schedule 6.06(b);

(B) the Loan Documents, the Senior Secured Note Documents with respect to Senior Secured Notes outstanding on the Third Restatement Date, the Senior Unsecured Note Documents with respect to Senior Unsecured Notes outstanding on the Third Restatement Date, the Subordinated Note Documents and the Intercreditor Agreements;

(C) applicable law or any applicable rule, regulation or order;

(D) any agreement or other instrument of a Person acquired by Holdings or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

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(E) customary provisions in joint venture agreements relating solely to such joint venture;

(F) Capital Lease Obligations and purchase money obligations for property acquired in the ordinary course of business, provided that such encumbrances and restrictions do not apply to any property or assets other than the property or assets financed by such Capital Lease Obligations and purchase money obligations;

(G) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business, provided that such encumbrances and restrictions only apply to the property or assets that are the subject of such leases, licenses and agreements;

(H) contracts or agreements for the sale of assets, provided that such encumbrances and restrictions only apply to any property or assets that are the subject of such contracts and agreements;

(I) any encumbrance or restriction arising under a local working capital facility permitted by Section 6.01;

(J) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Second Restatement Date permitted by Section 6.01 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Loan Documents, the Senior Secured Note Documents with respect to the Senior Secured Notes described in clauses (a), (b), (c), (d) or (e) of the definition of “Senior Secured Notes”, the Senior Unsecured Note Documents with respect to the Senior Unsecured Notes described in clauses (a), (b), (c), (d) or (e) of the definition of “Senior Unsecured Notes” or in the Subordinated Note Documents;

(K) any customary restrictions and conditions contained in agreements relating to any Permitted Receivables Financing; provided such restrictions and conditions apply solely to (A) the Securitization Assets involved in such Permitted Receivables Financing and (B) any applicable Securitization Subsidiary; and

(L) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (K) above; provided that the encumbrances and restrictions contained in such amendments, modifications, restatements, renewals,

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increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings no more restrictive than those encumbrances and restrictions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 6.07. Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that Holdings or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to Holdings or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, except that the foregoing provisions shall not apply to the following:

(a) transactions between or among Holdings or any Loan Parties (or an entity that becomes a Loan Party as a result of such transaction) or between or among Loan Parties;

(b) (i) Restricted Payments permitted under Section 6.06 and (ii) Management Fees and out-of-pocket expense reimbursement to the extent such Management Fees and out-of-pocket expense reimbursements would be permitted by Section 6.06(xi) if such Management Fees and out-of-pocket expense reimbursements were included as Restricted Payments for purposes of Section 6.06(xi);

(c) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Subsidiary or any direct or indirect parent of Holdings;

(d) transactions in which Holdings or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent investment bank, valuation or accounting firm of recognized national standing stating that such transaction is fair to Holdings or such Subsidiary from a financial point of view or meets the requirements of this Section 6.07;

(e) the execution of the Transactions and the Company Post-Closing Reorganization and the payment of all fees and expenses, bonuses and awards related to the Transactions and the Company Post-Closing Reorganization, including fees to the Permitted Investors, that are described on Schedule 6.07 or contemplated by the Reynolds Acquisition Documents or by any of the other documents related to the Transactions or the Company Post-Closing Reorganization;

(f) the formation and maintenance of any consolidated or combined group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

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(g) transactions with Securitization Subsidiaries in connection with any Permitted Receivables Financing;

(h) investments, loans and advances permitted by Section 6.04;

(i) mergers, consolidations, amalgamations and transfers of assets permitted by Section 6.05;

(j) any issuance of Equity Interests or capital contributions otherwise permitted hereunder;

(k) any issuance of Equity Interests, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans, or indemnities provided on behalf of employees, directors or consultants and approved by the board of directors or senior management of Holdings; and

(l) any transaction with a value of less than $75,000,000.

SECTION 6.08. Conduct of Business. With respect to each Subsidiary other than BP II, engage at any time in any business or business activity other than a Similar Business or, in the case of a Securitization Subsidiary, Permitted Receivables Financings and business activities that are required by or incidental to such Permitted Receivables Financings.

SECTION 6.09. Other Indebtedness and Agreements. (a) Permit any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, (ii) any Senior Unsecured Note Documents or Subordinated Note Documents, in each case to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any Indebtedness to the extent otherwise permitted by Section 6.01.

(b) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Senior Unsecured Notes or Subordinated Notes except (A) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being understood that, in the case of the Subordinated Notes, this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such Subordinated Notes and pay related accrued interest, premium, fees and expenses), (B) [reserved], (C) payments financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (D) the payment of secured Indebtedness that becomes due as a result of the sale or transfer of property or assets securing such Indebtedness, (E) so

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long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of any Senior Unsecured Notes or Subordinated Notes pursuant to applicable “change of control” or other asset sale offer requirements, (F) payments to redeem, repurchase, repay, prepay, retire or otherwise acquire for consideration any Indebtedness of a Person acquired by Holdings or any Subsidiary and (G) payments, using solely the remaining proceeds of any Senior Secured Notes or Senior Unsecured Notes incurred in connection with the Pactiv Transactions, to redeem, repurchase or otherwise retire any of the senior unsecured notes issued by Pactiv LLC pursuant to the Indenture dated as of September 29, 1999, between Tenneco Packaging Inc. and the Chase Manhattan Bank, as trustee, and the supplements thereto as in effect on the Amendment No. 3 Effective Date, each as amended on or prior to the Pactiv Closing Date, so long as, in the case of clause (G), at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

(c) Notwithstanding the foregoing, Holdings and the Subsidiaries may expend up to an amount equal to the Available Amount to pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, in each case so long as (x) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) Holdings and the Subsidiaries would be in Pro Forma Compliance.

SECTION 6.10. [Reserved].

SECTION 6.11. [Reserved].

SECTION 6.12. Maximum Senior Secured First Lien Leverage Ratio. Permit the Senior Secured First Lien Leverage Ratio as of the last day of any fiscal quarter to be greater than 4.50 to 1.00.

SECTION 6.13. Fiscal Year. With respect to Holdings, (a) change its fiscal year-end to a date other than December 31 or (b) change its accounting principles used for financial reporting; provided, however, that Holdings may change its accounting principles from IFRS to U.S. GAAP or from U.S. GAAP to IFRS, in each case upon not less than 30 days prior notice to the Administrative Agent.

SECTION 6.14. Certain Equity Securities. Issue any Equity Interest that is not Qualified Capital Stock.

SECTION 6.15. Limitation on Activities of BP II. (a) In the case of BP II, for so long as the Subordinated Notes are outstanding: conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Equity Interests of its Subsidiaries and those incidental to Investments by or in BP II permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and

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legal, tax and accounting matters related thereto and activities relating to its employees, (iii) the entry into and activities relating to the performance of obligations in respect of (A) the Loan Documents, the Senior Secured Note Documents, the Senior Unsecured Note Documents, the Subordinated Note Documents, the Intercreditor Agreements, any Additional Intercreditor Agreement (as defined in the Subordinated Note Indentures), the Reynolds Acquisition Documents, any other agreement to which it is a party on the Closing Date; and any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorship, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (iv) the receipt and payment of Restricted Payments permitted under Section 6.06, (v) those related to the Transactions, the Company Post-Closing Reorganization and in connection with the other agreements contemplated hereby, (vi) to the extent that Article VI expressly permits Holdings and the Subsidiaries to enter into a transaction with BP II, (vii) activities in connection with or in preparation for a public offering, (viii) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (ix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (x) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, and (xi) activities incidental to the foregoing activities.

(b) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, in the event of a Midco Reorganization, Holdings shall be released from any and all of its obligations under this Agreement and any other Loan Document and Holdings shall be permitted to complete the Midco Reorganization.

SECTION 6.16. Certain Country Limitations. With respect to each Subsidiary organized in Austria and Germany and notwithstanding the provisions of Article VI specified in Schedule 6.16, the provisions set forth in Schedule 6.16 shall apply with respect to such Subsidiary. In addition, Schedule II to Amendment No. 7 sets forth certain limitations with respect to the Loan Parties incorporated or otherwise organized under the laws of a jurisdiction other than the United States or any state thereof (other than, unless designated as a Limited Loan Party by the Administrative Agent in accordance with Schedule II to Amendment No. 7, Holdings, the Luxembourg Issuer, the Luxembourg Borrower and BP I).

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ARTICLE VII

Events of Default

In case of the happening of any of the following Events of Default:

(a) any representation or warranty made or deemed made by a Loan Party in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b) default shall be made by a Loan Party in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made by a Loan Party in the payment of any interest on any Loan or any Fee or L/C Disbursement or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance by Holdings or any Material Subsidiary of any covenant, condition or agreement contained in Section 5.01(a), 5.05(a) or 5.08 or in Article VI;

(e) default shall be made in the due observance or performance by Holdings or any Subsidiary of any material covenant, condition or agreement contained in any Loan Document (other than a Security Document) (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agent to each applicable Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof by a Responsible Officer of any Loan Party;

(f) Holdings or any Material Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable beyond the period of grace, if any, provided in the instrument or agreement pursuant to which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event of default shall occur that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with or without the giving of notice, the lapse of time or both but after any period of grace shall have lapsed and if any

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notice shall be required to commence a grace period or declare the occurrence of an event of default before a notice of acceleration may be delivered, such notice shall have been given) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness and clause (ii)(B) shall not apply to any Permitted Receivables Financing; provided further that this clause (f) shall not apply where such default, event of default or failure to pay is validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the occurrence of an Event of Default hereunder;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings or any Material Subsidiary, or of a substantial part of the property or assets of Holdings, or any Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, provisional liquidator, administrator or similar official for Holdings or any Material Subsidiary or for a substantial part of the property or assets of Holdings or any Material Subsidiary or (iii) the winding-up or liquidation of Holdings or any Material Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) Holdings or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of, or shall appoint in its own right, a receiver, trustee, custodian, sequestrator, conservator, administrator or similar official for Holdings or any Material Subsidiary or for a substantial part of the property or assets of Holdings or any Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay or thereafter to stop paying its debts as they become due (or with respect to any Loan Party incorporated in Germany, is unable to pay its debts as they fall due (Zahlungsunfähigkeit) or is deemed to be unable to pay its debts as they fall due (drohende Zahlungsunfähigkeit) or is over-indebted (Überschuldung) within the meaning of Sections 17 - 19 of the German Insolvency Code (Insolvenzordnung), or (vii) take any action for the purpose of effecting any of the foregoing;

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(i) one or more judgments shall be rendered against Holdings or any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings or any Material Subsidiary to enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount in excess of $75,000,000 or (ii) is for injunctive relief and could reasonably be expected to result in a Material Adverse Effect;

(j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;

(k) the Guarantee provided for in Article X for any reason, other than as expressly permitted hereunder or thereunder, shall fail to remain in full force or effect, or any action shall be taken by any Loan Party to discontinue or to assert the invalidity or unenforceability thereof, or any Guarantor shall deny or disaffirm in writing that it has any further liability thereunder (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);

(l) default shall be made in the due observance or performance by Holdings or any Material Subsidiary of any material covenant, condition or agreement contained in any Security Document to which it is a party and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agent to each applicable Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof by a Responsible Officer of any Loan Party;

(m) the security interest in the Collateral created under any Loan Document shall, at any time, cease to be in full force and effect and constitute a valid and, to the extent applicable and required by the Agreed Security Principles, perfected, lien with the priority required by this Agreement or the applicable Loan Documents for any reason other than the satisfaction in full of all obligations under this Agreement and discharge of this Agreement or as provided under the provisions governing the release of security interests (other than any such failure that would not be material to the Lenders), or any Loan Party or any Affiliate thereof shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and such failure or assertion shall have continued uncured for a period of (i) 30 days after any Loan Party becomes aware of such failure with respect to any Collateral of a U.S. Subsidiary (other than Collateral which is an Equity Interest of a Subsidiary that is not a U.S. Subsidiary) or (ii) 60 days after any Loan Party becomes aware of such failure otherwise;

(n) the Indebtedness under the Subordinated Notes or any other Subordinated Indebtedness of Holdings and the Subsidiaries constituting Material Indebtedness shall cease (or any Loan Party or an Affiliate of any Loan Party shall so assert), for any reason, to be validly subordinated to the Bank Obligations as provided in the Subordinated Note Documents or the agreements evidencing such other Subordinated Indebtedness;

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(o) so long as any Senior Subordinated Notes are outstanding, the Existing Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create the rights and obligations purported to be created thereunder, unless the same results directly from the action or inaction of the Administrative Agent or are not materially adverse to the Lenders;

(p) with respect to any Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen), (i) such Domination Agreement is terminated except as otherwise permitted pursuant to Section 5.17(b)(i), or (ii) the Administrative Agent receives notice from any Loan Party of the intention of a party to such Domination Agreement to terminate such Domination Agreement except as permitted by Section 5.17(b)(i);

(q) any step is taken to appoint, or with a view to appointing, a statutory manager (including the making of any recommendation in that regard by the New Zealand Financial Markets Authority) under the New Zealand Corporations (Investigation and Management) Act 1989 in respect of Holdings or any Material Subsidiary, or Holdings or any Material Subsidiary is declared at risk pursuant to the provisions of that Act; or

(r) there shall have occurred a Change in Control;

then, and (x) in every such event (other than an event with respect to any U.S. Borrower or any of its Subsidiaries described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Holdings and each applicable Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; and (y) in any event with respect to any U.S. Borrower or any of its Subsidiaries described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.

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ARTICLE VIII

The Administrative Agent and the Collateral Agents

Each Lender and each Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agents (for purposes of this Article VIII, the Administrative Agent and the Collateral Agents are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. Each Bank Secured Party (other than the applicable Collateral Agent) hereby authorizes the Administrative Agent to appoint and designate, on its behalf, a Collateral Agent with respect to Collateral at any time located in the Province of Quebec, Canada, including by way of appointment and designation of a fondé de pouvoir and of a depositary, mandatary and custodian, the whole with respect to taking security over such Collateral under the laws of the Province of Quebec, and take all other actions in furtherance thereof.

The institution serving as Administrative Agent and/or the Collateral Agent under any Loan Documents shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

The Administrative Agent shall have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 or in the First Lien Intercreditor Agreement), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings or any Subsidiary that is communicated to or obtained by the bank serving as the Administrative Agent and/or any Collateral Agent or any of their respective Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08

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or in the First Lien Intercreditor Agreement) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, a Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor, so long as no Event of Default shall have occurred and be continuing, shall be subject to approval by Holdings (which approval shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by Holdings (to the extent required) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank and, which successor, so long as no Event of Default shall have occurred and be continuing, shall be subject to approval by Holdings (which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by

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the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Any such resignation by the Administrative Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Bank, in which case such resigning Administrative Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

Without limiting the foregoing, no Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of the First Lien Intercreditor Agreement). Each Lender (a) acknowledges that it has received a copy of each Intercreditor Agreement, (b) without limiting the foregoing, agrees that it will be bound by and will take no actions contrary to the provisions of any Intercreditor Agreement and (c) acknowledges that each Administrative Agent and the Collateral Agents will, and hereby authorizes the Administrative Agent and each Collateral Agent to, enter into (and be a party to) the First Lien Intercreditor Agreement on behalf of themselves, such Lender and other holders of Bank Obligations. The Lenders further acknowledge that, pursuant to the First Lien Intercreditor Agreement, the applicable Collateral Agent will have the sole right to proceed against the Collateral, and that the provisions of the First Lien Intercreditor Agreement may, in certain circumstances, limit the ability of the Administrative Agent to direct such Collateral Agent. In the event of a foreclosure by any Collateral Agent on any of the

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Collateral pursuant to a public or private sale or other disposition, any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Bank Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Bank Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead Arranger, the Syndication Agent and each Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Lead Arranger, the Syndication Agent and each Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Without limitation of the foregoing, neither the Lead Arranger, the Syndication Agent nor any Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Subject to the terms of the First Lien Intercreditor Agreement each Lender and each Issuing Bank hereby:

(a) authorizes the Collateral Agents (whether or not by or through employees or agents and with the right of sub-delegation) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Lender or Issuing Bank in connection with the German Security Documents (as defined in the First Lien Intercreditor Agreement) under German law and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments or alterations to any German Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security;

(b) releases each of the Administrative Agent and the Collateral Agents from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) with the right of sub-delegation of such release, to make use of any authorization granted under this Agreement and to perform its duties and obligations as Administrative Agent or Collateral Agent, respectively hereunder and under the German Security Documents; and

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(c) ratifies and approves all acts and declarations previously done by any Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by such Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Lender or Issuing Bank as future pledgee or otherwise).

The Lenders hereby authorize (i) the Administrative Agent, in its discretion, and (ii) each Collateral Agent, to enter into (and, in the case of the Administrative Agent, to instruct each Collateral Agent to enter into) any agreement, amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 9.26.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices; Electronic Communications. Subject to Section 9.20, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(a) if to any Borrower, Holdings or any Guarantor, to it at Reynolds Group Holdings Limited, Level 22, 20 Bond Street, Sydney NSW 2000, Australia, Attention of Helen Golding (Fax No. +61 2 9268 6693), Email: helen.golding@rankgroup.co.nz;

(b) if to the Administrative Agent, to Credit Suisse AG, Agency Manager, Eleven Madison Avenue, New York, NY 10010, Fax No. 212-322-2291, Email: agency.loanops@credit-suisse.com; and

(c) if to a Lender, to it at its address (or fax number) set forth in the Administrative Questionnaire provided by such Lender to the Administrative Agent.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. No communication (including fax, electronic message or communication in any other written form) under or in connection with the Loan Documents shall be made to or from an address located inside of the Republic of Austria.

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Holdings and each Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and each Borrower agree, and agree to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

Holdings and each Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to each Borrower or its securities) (each, a “Public Lender”). Holdings and each Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and any Borrower or its securities for purposes of foreign, United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless Holdings or a Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities.

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Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or a Borrower or its securities for purposes of foreign, United States Federal or state securities laws.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

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SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by each Loan Party herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Banks, regardless of any investigation made by the Lenders or the Issuing Banks or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank.

SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall have been executed by each Loan Party and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.

SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Loan Parties, the Administrative Agent, the Issuing Banks or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) (with the prior written consent of the applicable Borrower or Borrowers, if required by the definition of the term “Eligible Assignee”, being deemed given unless such Borrower or Borrowers shall have objected to such assignment by written notice to the Administrative Agent within five Business Days after having received notice thereof); provided, however, that (i) notwithstanding anything to the contrary in the definition of the term “Eligible Assignee”, the consent of the applicable Borrower shall not be required to any such assignment made in connection with the initial syndication of the Credit Facilities to Persons identified by the Administrative Agent to the Borrowers on or prior to the Third Restatement Date; (ii) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than, $1,000,000 or €1,000,000, as the case may be (or, if less, the entire remaining amount of such Lender’s Commitment or Loans of the relevant Class); provided that

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simultaneous assignments to or by two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met; (iii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable tax forms. Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and be subject to the obligations, of Sections 2.14, 2.16, 2.20 and 9.05, as well as to the benefit of any Fees accrued for its account and not yet paid). Notwithstanding the foregoing, no Lender shall be permitted to make assignments under this Agreement to any Disqualified Institutions.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Term Loan Commitment and Revolving Credit Commitment, and the outstanding balances of its Term Loans and Revolving Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings or any Subsidiary or the performance or observance by any Loan Party of any of its obligations under this Agreement, any other Loan Document or any other

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instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and of each Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee agrees that it will be bound by and will take no actions contrary to the provisions of each Intercreditor Agreement; (vii) such assignee appoints and authorizes the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agents, respectively, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (viii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Administrative Agent, the Issuing Banks, the Collateral Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank, the Collateral Agents and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent and, if required, the Borrowers and each Issuing Bank to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

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(f) Each Lender may without the consent of any Borrower, any Issuing Bank or Administrative Agent sell participations to one or more banks or other Persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other Persons shall be entitled to the benefit, and be subject to the obligations, of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant) and (iv) the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable to such participating bank or Person hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such participating bank or Person has an interest, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such participating bank or Person has an interest, increasing or extending the Commitments in which such participating bank or Person has an interest or releasing any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral). To the extent permitted by law, each participating bank or other Person also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such participating bank or other Person agrees to be subject to Section 2.18 as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell participations under this Agreement to any Disqualified Institutions.

(g) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(h) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to Holdings or any Subsidiary furnished to such Lender by or on behalf of Holdings and the Subsidiaries; provided that, prior to any such disclosure of information, each such assignee or participant or proposed assignee or

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participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(i) Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. In the event that a Lender makes a grant to an SPV pursuant to this Section 9.04(j) or an SPV elects to exercise an option granted to it pursuant to this Section 9.04(j), no Loan Party shall be required to make payments under Section 2.20 in an amount in excess of the amount that it would be required to pay in the absence of such grant or election.

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(k) Except in connection with a Midco Reorganization permitted under Section 6.05, none of Holdings or any Borrower shall assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.

(l) In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long-term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider or any Issuing Bank shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then such Issuing Bank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in paragraph (b) above) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) such Issuing Bank or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder.

(m) (i) Notwithstanding the definition of “Eligible Assignee” or anything else to the contrary contained in this Agreement, any Term Lender may assign all or a portion of its Term Loans to any Person who, after giving effect to such assignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Administrative Agent and the applicable Borrower or Borrowers, such acknowledgment not to be unreasonably withheld or delayed); provided that:

(A) the assigning Lender and the Affiliated Lender purchasing such Term Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement reasonably satisfactory to the Administrative Agent in which such Affiliated Lender will be identified as such;

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(B) at the time of such assignment and after giving effect to such assignment, the aggregate outstanding principal amount of all Term Loans held by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans then outstanding under this Agreement;

(C) any such Term Loans acquired by (x) Holdings, a Borrower or a subsidiary shall be retired or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of the Borrowers, be contributed to Holdings (and then to any Borrower), whether through a Parent Company or otherwise, and exchanged for equity securities or Subordinated Shareholder Loans of Holdings, the Borrowers or such Parent Company that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by Holdings, any Borrower or any subsidiary shall be retired and cancelled promptly upon the acquisition thereof; and

(D) no proceeds of Revolving Loans shall be used to fund any such acquisition by an Affiliated Lender.

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited or (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials or communication have been made available to any Loan Party or its representatives.

(iii) Notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent, the Collateral Agents or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its pro rata share of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or consent (1) of the type described in Section 9.08(b)(i), (b)(ii), (b)(iii), (b)(iv) or (b)(vi) of this Agreement or (2) that adversely affects such Affiliated Lender in its capacity as a Lender in any respect as compared to other Lenders; and in furtherance of the foregoing, (x) the

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Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 9.04(m); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by the Affiliated Lender as the Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of the Affiliated Lender and in the name of the Affiliated Lender, from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph (m)(iii).

(iv) Each Affiliated Lender, solely in its capacity as a Lender, hereby agrees, and each assignment agreement relating to an assignment to such Affiliated Lender shall provide a confirmation that, if any Loan Party shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Laws (“Bankruptcy Proceedings”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede or delay the exercise of any right or the taking of any action by the Administrative Agent or the Collateral Agents (or the taking of any action by a third party that is supported by the Administrative Agent or the Collateral Agents) in relation to such Affiliated Lender’s claim with respect to its Loans (a “Claim”) (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) with respect to any matter requiring the vote of Lenders during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with clause (iii) of this Section 9.04(m), so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv) of Section 9.04(m), and the related provisions set forth in each assignment agreement relating to an assignment to such Affiliated Lender, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for protection under any Debtor Relief Law applicable to the Loan Party (it being understood and agreed that the foregoing shall not cause the Loans held by any Affiliated Lender to be subordinated in right of payment to any other Obligations).

The foregoing provisions of Sections 9.04(m)(ii), (iii) and (iv) shall not apply to an Investment Fund, and a Term Lender shall be permitted to assign all or a portion of such Term Lender’s Term Loans to any Investment Fund without regard to the foregoing provisions of Sections 9.04(m)(ii), (iii) and (iv).

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SECTION 9.05. Expenses; Indemnity. (a) The Loan Parties agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, each Collateral Agent and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all documented and out-of-pocket expenses incurred by the Administrative Agent, any Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender.

(b) The Loan Parties agree, jointly and severally, to indemnify the Administrative Agent, each Lender, each Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions, the Company Post-Closing Reorganization, the Pactiv Transactions, the Graham Packaging Transactions, the other transactions contemplated thereby (including the syndication of the Credit Facilities) and any Borrowing hereunder, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (iv) any Release or actual or alleged presence of Hazardous Materials on, at or under any property currently or formerly owned, leased or operated by Holdings or any of its subsidiaries or any Environmental Liability related in any way to Holdings or any of its subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (or settlement tantamount thereto) to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee or

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Related Party of such Indemnitee or (ii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that (x) did not arise out of any action or inaction on the part of Holdings or any of its Affiliates and (y) do not involve the Lead Arranger or an Agent in its capacity as such. This Section 9.05 shall not apply with respect to Taxes except as necessary to hold such Indemnitee harmless from any and all losses, claims, damages, liabilities and related expenses with respect to any non-Tax claim.

(c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Collateral Agent under paragraph (a) or (b) of this Section or under any other Loan Document, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought and, in the case of the Collateral Agents, subject to pro rata allocation with the holders of the Senior Secured Notes to the extent provided for in any Intercreditor Agreement) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender).

(d) To the extent permitted by applicable law, none of Holdings and the Borrowers shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Company Post-Closing Reorganization, the Pactiv Transactions, the Graham Packaging Transactions and any Borrowing, Loan or Letter of Credit or the use of the proceeds thereof.

(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Loan Party

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against any of and all the obligations of any Loan Party now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any

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Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k) or the provisions of this Section or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Collateral Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent or such Issuing Bank, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended (x) to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent and (y) to allow the Borrowers to make loan modification offers to all the Lenders of one or more Classes of Loans that, if accepted, would (A) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended, (B) increase the Applicable Margins and/or Fees payable with respect to the Loans and Commitments of the accepting Lenders and (C) treat the modified Loans and Commitments of the accepting Lenders as a new tranche of Loans and Commitments for all purposes under this Agreement.

(c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.

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SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit), to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders and, (a) solely with respect to Article VIII, Section 9.22 and Article X, the Collateral Agents and (b) solely with respect to Section 9.22 and Article X, the Local Facility Providers, Hedge Providers and Cash Management Banks) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

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SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent, any Issuing Bank and any Lender under this Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) Each Loan Party hereby irrevocably designates and appoints Reynolds Consumer Products Holdings LLC as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement that may be instituted by the Administrative Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the U.S. Borrower, with written notice of said service to such Person at the address above shall be effective service of process for any action, suit or proceeding brought in any such court.

SECTION 9.16. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Holdings or any Subsidiary or any of their respective obligations, (f) with the consent of Holdings or a Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16. For the purposes of this Section, “Information” shall mean all information received from the Borrowers or Holdings and related to such Person or its or their business, other than any such information that was available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure by the Borrowers or Holdings. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Section 9.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively.

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SECTION 9.17. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of each party in respect of any sum due to any other party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Loan Parties contained in this Section 9.17 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of and each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act.

SECTION 9.19. Place of Performance. The Parties shall perform their obligations under or in connection with the Loan Documents exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Loan Documents within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means:

(a) in relation to any payment under or in connection with a Loan Document, the place at which such payment is to be made pursuant to Section 2.19; and

(b) in relation to any other obligation or liability under or in connection with the Loan Documents, the premises of the Administrative Agent in New York or any other place outside of Austria as the Administrative Agent may specify from time to time.

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SECTION 9.20. Austrian Stamp Duty. (a) No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:

(i) it does not cause a liability of a Party to pay stamp duty in the Republic of Austria;

(ii) a Party wishes to enforce any of its rights under or in connection with a Loan Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such Party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or

(iii) a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.

(b) Holdings and the Borrowers shall indemnify each Administrative Agent, each Lender and each Issuing Bank against any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability is incurred as a result of the Administrative Agent, a Lender or an Issuing Bank breaching any obligations under Section 9.20(a), in which case the breaching party shall be liable for payment of such stamp duty.

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SECTION 9.21. Additional Borrowers; Resignation of Borrowers. (a) (i) Holdings or any Borrower may designate any of its Wholly Owned Subsidiaries as a Borrower under any of the Revolving Credit Commitments or pursuant to an Incremental Assumption Agreement; provided that (x) the Administrative Agent shall be reasonably satisfied that the Lenders of the applicable Class may make loans and other extensions of credit to such Person in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense and (y) the Administrative Agent shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Wholly Owned Subsidiary of Holdings, Holdings and the Borrowers, such Wholly Owned Subsidiary of Holdings shall be a Borrower and a party to this Agreement.

(ii) A Person shall cease to be a Borrower hereunder at such time as (x) in the case of an Ancillary Borrower, (A) such Person (1) ceases to be a Subsidiary or (2) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up or otherwise ceases to exist, in each case pursuant to a transaction or other event permitted pursuant to this Agreement or (B) Holdings delivers a written notice to the Administrative Agent (which notice may be contained in the applicable Borrowing Subsidiary Termination) certifying that it is intended such Ancillary Borrower be subject to an event described in paragraph (A)(2) above that is otherwise permitted pursuant to this Agreement and that the release of such Ancillary Borrower is necessary or desirable to effect such event, provided that the related events contemplated by (A)(2) above are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (y) no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and, in each case, Holdings shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination.

(b) Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 9.21 unless (i) on the effective date of such addition, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable potential Borrower or Borrowers and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement.

SECTION 9.22. Application of Proceeds. Upon receipt from any Collateral Agent of the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, following the exercise of remedies provided for in Article VII (or after the Loans have automatically become due and payable as set forth in Article VII), the Administrative Agent shall apply such proceeds as follows:

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(a) FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement or any other Loan Document, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

(b) SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); and

(c) THIRD, to the payment in full of all other Bank Obligations (the amounts so applied to be distributed among the Bank Secured Parties pro rata in accordance with the amounts of the Bank Obligations owed to them on the date of any such distribution).

The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.

SECTION 9.23. Loan Parties’ Agent. (a) Each Loan Party (other than the Loan Parties’ Agent) by its execution of this Agreement or a Guarantor Joinder irrevocably appoints the Loan Parties’ Agent to act on its behalf in relation to the Loan Documents and irrevocably authorizes:

(b) the Loan Parties’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Bank Secured Parties and to give all notices and instructions (including, in the case of a Borrower, Borrowing Requests), to execute on its behalf any Guarantor Joinder, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Loan Party notwithstanding that they may affect such Loan Party, without further reference to or the consent of such Loan Party; and

(c) each Bank Secured Party to give any notice, demand or other communication to such Loan Party pursuant to any Loan Document to the Loan Parties’ Agent, and in each case such Loan Party shall be bound as though such Loan Party itself had given the notices and instructions (including without limitation, any Borrowing Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

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(d) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Loan Parties’ Agent or given to the Loan Parties’ Agent under any Loan Document on behalf of another Loan Party or in connection with any Loan Document (whether or not known to any other Loan Party and whether occurring before or after such other Loan Party became a Loan Party under any Loan Document) shall be binding for all purposes on such Loan Party as if such Loan Party had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Loan Parties’ Agent and any other Loan Party, those of the Loan Parties’ Agent shall prevail.

(e) Each Loan Party (other than the Loan Parties’ Agent) hereby releases the Loan Parties’ Agent from any restrictions on self-dealings under any applicable law arising under section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

SECTION 9.24. Loan Modification Offers. (a) Holdings may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Holdings. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made.

(b) Holdings, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Notwithstanding anything to the contrary herein, each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 9.24 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and/or an officer’s certificate consistent with those delivered on the Closing Date under Section 4.02(a) and (c) of the Original Credit Agreement.

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SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a Permitted Receivables Financing. In the event that Securitization Assets become subject to a Permitted Receivables Financing, whether by transfer or conveyance or by placing a security interest, trust or other encumbrance required by a Permitted Receivables Financing with respect to such Securitization Assets, the Lien on such Securitization Assets (including proceeds thereof and any deposit accounts holding exclusively such proceeds) will be automatically released or re-assigned and, effective as of the Amendment No. 3 Effective Date, the Lenders hereby consent to such release or re-assignment and any steps any Agent may take or request to give effect to such release or re-assignment under the governing law of such Lien.

SECTION 9.26. Additional Intercreditor and Security Arrangements. (a) In connection with the incurrence by Holdings or any Subsidiary of any Senior Secured Notes in the form of senior secured loans the obligations in respect of which are to be secured by a Lien on the Collateral that has the same priority as the Liens securing the Bank Obligations, the Administrative Agent agrees, in its discretion, to execute and deliver (and to instruct each Collateral Agent to execute and deliver, as applicable) one or more intercreditor agreements in form and substance reasonably satisfactory to both Holdings and the Administrative Agent containing customary intercreditor provisions as between credit agreement parties and which provide that the holders of a majority in aggregate principal amount of Term Loans and such Senior Secured Notes in the form of senior secured loans, voting as a single class, may direct the Collateral Agents and the Administrative Agent in its capacity as “Applicable Representative” under the First Lien Intercreditor Agreement and “Senior Agent” under the Existing Intercreditor Agreement (and any similar role under any other Intercreditor Agreement) with respect to enforcement or the actions concerning the Collateral (“Other Intercreditor Agreements”) and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement or any Other Intercreditor Agreement as may be reasonably deemed necessary or desirable by Holdings and the Administrative Agent (acting reasonably) to give effect to such Other Intercreditor Agreements.

(b) In connection with any incurrence permitted hereunder by Holdings or any Subsidiary of any Senior Secured Notes the obligations in respect of which are to be secured by a Lien on the Collateral that is junior to the Liens securing the Bank Obligations (including by the application of waterfall or other payment ordering provisions), the Administrative Agent agrees, in its discretion, to execute and deliver (and to instruct each Collateral Agent to execute and deliver, as applicable) (i) one or more Junior Lien Intercreditor Agreements and (ii) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the other Intercreditor Agreements and any Security Document as may be reasonably deemed necessary or desirable by Holdings and the Administrative Agent (acting reasonably) to give effect to the incurrence of such Senior Secured Notes and to permit such Senior Secured Notes to be secured by a Lien with such priority as may be designated by Holdings, to the extent such priority is permitted hereunder.

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SECTION 9.27. Effect of Certain Inaccuracies. In the event that any financial statement or certificate delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, is inaccurate within one year after delivery thereof, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Holdings shall promptly deliver to the Administrative Agent a corrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) the Applicable Margin for any Applicable Period within the one year period preceding the delivery of such corrected compliance certificate shall be determined based on the corrected compliance certificate and (iii) Holdings shall promptly pay to the Administrative Agent (for the accounts of the applicable Lenders during the Applicable Period or their successors and assigns) the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. This Section 9.27 shall not limit the rights of the Administrative Agent or the Lenders with respect to Section 2.07 or Article VII.

ARTICLE X

Guarantee

SECTION 10.01. Guarantee. Each Guarantor hereby agrees that it is jointly and severally liable for, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Bank Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration after notice of prepayment or otherwise, and at all times thereafter, of the Bank Obligations. Each Guarantor further agrees that the Bank Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its Guarantee notwithstanding any such extension or renewal.

SECTION 10.02. Guarantee of Payment. This Guarantee is a guarantee of payment when due and not of collection. Each Guarantor waives any right to require any Agent, any Issuing Bank or any Bank Secured Party to sue any Borrower, any other Guarantor, any other guarantor, or any other Person obligated for all or any part of the Bank Obligations (each, an “Obligated Party”), or otherwise to enforce its rights in respect of any collateral securing all or any part of the Bank Obligations.

SECTION 10.03. No Discharge or Diminishment of Guarantee. (a) Except as otherwise provided for herein or set forth on Schedule 10.03 (to the extent that such Schedule 10.03 includes limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the Required Lenders, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Bank Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar

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proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions.

(b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Bank Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Bank Obligations or any part thereof.

(c) Further, subject to the limitations in Schedule 10.03 the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Agent, any Issuing Bank or any Bank Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Bank Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Bank Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Bank Obligations or any obligations of any other guarantor of or other Person liable for any of the Bank Obligations; (iv) any action or failure to act by any Agent, any Issuing Bank or any Bank Secured Party with respect to any collateral securing any part of the Bank Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Bank Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of the Bank Obligations).

(d) Notwithstanding any provision to the contrary contained in this Agreement the Bank Obligations and liabilities of each applicable Guarantor shall be limited by the applicable local provisions and laws set forth in Schedule 10.03 with respect to such Guarantor.

SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Bank Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the indefeasible payment in full in cash of the Bank Obligations. Furthermore, to the extent specified in Schedule 10.03, each Guarantor waives the rights and defenses therein specified. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Any Collateral Agent may, at its election, foreclose or enforce on any Collateral held by or on behalf of it by one or more judicial or

172

nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Bank Obligations, and the Administrative Agent may, at its election, compromise or adjust any part of the Bank Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Guarantor under this Guarantee except to the extent the Bank Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Obligated Party or any security.

SECTION 10.05. Rights of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party (including against any Guarantor that is released from its obligations hereunder pursuant to Section 10.12), or any Collateral, until the Loan Parties have fully performed all their obligations to the Agents, the Issuing Banks and the Bank Secured Parties and the other Secured Parties.

SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Bank Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Guarantor’s obligations under this Guarantee with respect to that payment shall be reinstated at such time as though the payment had not been made. If acceleration of the time for payment of any of the Bank Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Bank Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Administrative Agent.

SECTION 10.07. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Bank Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Guarantee, and agrees that none of any Agent, any Issuing Bank or any Bank Secured Party or any other Secured Party shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08. Maximum Liability. The provisions of this Guarantee are severable, and in any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Bank Secured Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as

173

determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Bank Secured Parties to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Bank Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guarantee or affecting the rights and remedies of the Bank Secured Parties hereunder; provided that nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.09. Contribution. In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Guarantee or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guarantee, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Guarantor Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from any Borrower after the Closing Date (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from any Borrower after the Closing Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Bank Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guarantee from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Bank Obligations. This provision is for the benefit of the Agents, the Issuing Banks, the Lenders, the other Bank Secured Parties and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.10. Subordination. Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed by it to Holdings or any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

174

SECTION 10.11. Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Agents, the Issuing Banks, the Lenders and the other Bank Secured Parties under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.12. Release of Guarantors. Notwithstanding anything in Section 9.08(b) to the contrary, a Guarantor that is a subsidiary of Holdings (other than BP I or any Borrower) shall automatically be released from its obligations hereunder and its Guarantee shall be automatically released (A) upon the consummation of any transaction permitted hereunder as a result of which such Guarantor (i) ceases to be a Subsidiary or (ii) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up, reorganised or otherwise ceases to exist (including as a result of a merger or consolidation into a Person that is not a Guarantor to the extent permitted hereunder), (B) upon delivery by Holdings of a written notice to the Administrative Agent certifying that it is intended that such Guarantor be subject to an event described in paragraph (A)(ii) of this Section 10.12 that is otherwise permitted hereunder and that the release of such Guarantor is necessary or desirable to be able to effect such event; provided that the related events contemplated by paragraph (A)(ii) of this Section 10.12 are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (C) upon such Guarantor being designated as an Unrestricted Subsidiary. In connection with any such release, the Agents shall execute and deliver to any such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agents.

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Schedule 1.01(a)

to the Third Amended and Restated Credit Agreement

Existing Letters of Credit

1. Letter of Credit No. LS2007/006 by order of SIG Euro Holding AG & Co. KGaA in favor of Deutsche Bank AG for the amount of €20,000,000.00, expiring September 11, 2011.

2. Letter of Credit No. LS2007/007 by order of SIG Austria Holding GmbH in favor of Raffeisen Zentralbank Oesterreich AG for the amount of €4,000,000.00, expiring September 11, 2011.

Schedule 1.01(b)

to the Third Amended and Restated Credit Agreement

Company Post-Closing Reorganization

See attached Company Post-Closing Reorganization slides.

Schedule 1.01(c)

to the Third Amended and Restated Credit Agreement

Excluded Subsidiaries

The following entities are Excluded Subsidiaries until Holdings otherwise notifies the Administrative Agent in writing:

(a) denotes an investment in associate companies and joint ventures accounted for under the equity method and not controlled by Holdings

(b) denotes an investment that is not accounted for as an associate company or joint venture under the equity method

COUNTRY	COMPANY
ARGENTINA
	ALUSUD ARGENTINA S.R.L.
	GRAHAM PACKAGING ARGENTINA S.A.
	GRAHAM PACKAGING SAN MARTIN S.A.
	LIDO PLAST SAN LUIS S.A.
	SIG COMBIBLOC ARGENTINA S.R.L.
BAHRAIN, KINGDOM OF
	GULF CLOSURES W.L.L.
BELGIUM
	GRAHAM PACKAGING BELGIUM BVBA
	GRAHAM PACKAGING LUMMEN BVBA
BRAZIL
	GRAHAM PACKAGING DO BRASIL INDUSTRIA E COMERCIO S.A.
	GRAHAM PACKAGING PARANA LTDA.
	RESIN RIO COMERCIO LTD.
BULGARIA
	REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD
CANADA
	GRAHAM PACKAGING CANADA COMPANY
CHILE
	ALUSUD EMBALAJES CHILE LTDA.
	SIG COMBIBLOC CHILE LIMITADA
CHINA
	CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED
	CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED
	CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.
	CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.
	DONGGUAN PACTIV PACKAGING CO., LTD.
	EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED
	GRAHAM PACKAGING (GUANGZHOU) CO., LTD.
	GRAHAM PACKAGING TRADING (SHANGHAI) CO., LTD.
	REYNOLDS METALS (SHANGHAI) LTD.
	SIG COMBIBLOC (SUZHOU) CO. LTD.

	ZHEIJING ZHONGBAO PACKAGING CO., LTD.
COLOMBIA
	ALUSUD EMBALAJES COLOMBIA LTDA.
CZECH REPUBLIC
	SIG COMBIBLOC S.R.O.
EGYPT
	CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC
EL SALVADOR
	EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.
FINLAND
	GRAHAM PACKAGING COMPANY OY
FRANCE
	GRAHAM PACKAGING EUROPE S.N.C.
	GRAHAM PACKAGING FRANCE S.A.S.
	GRAHAM PACKAGING NORMANDY S.A.R.L.
	GRAHAM PACKAGING VILLECOMTAL S.A.R.L.
	SIG COMBIBLOC S.A.R.L.
GERMANY
	PACTIV FOREST PRODUCTS GMBH
GUERNSEY
	CRYSTAL INSURANCE COMPANY LIMITED
	MANNEQUIN INSURANCE PCC LIMITED CELL SIG65 (b)
HONG KONG
	GRAHAM PACKAGING ASIA LIMITED
	ROOTS INVESTMENT HOLDING PRIVATE LIMITED
HUNGARY
	SIG COMBIBLOC KFT
INDIA
	CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED
	SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD. (IN LIQUIDATION)
INDONESIA
	PT. GRAHAM PACKAGING INDONESIA
ISRAEL
	DUCART EVERGREEN PACKAGING LTD (a)
	HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.
ITALY
	GRAHAM PACKAGING COMPANY ITALIA S.R.L.
	S.I.P. S.R.L. SOCIETA IMBALLAGGI PLASTICI S.R.L. (IN LIQUIDATION)
	SIG COMBIBLOC S.R.L.
JAPAN
	GRAHAM PACKAGING JAPAN GODO KAISHA
KOREA
	CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.
	EVERGREEN PACKAGING KOREA LIMITED
	SIG COMBIBLOC KOREA LTD.
LUXEMBOURG
	BEVERAGE PACKAGING FACTORING (LUXEMBOURG) S.À R.L.

	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) S.À R.L. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) I S.À R.L. GRAHAM PACKAGING EUROPEAN HOLDINGS (LUXEMBOURG) II S.À R.L.
MEXICO
	ASESORES Y CONSULTORES GRAHAM, S. DE R.L. DE C.V.
	GRAHAM PACKAGING PLASTIC PRODUCTS DE MEXICO S. DE R.L. DE C.V.
	MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)
	SERVICIOS GRAHAM PACKAGING S. DE R.L. DE C.V.
	SERVICIOS INTEGRALES DE OPERACIÓN, S.A. DE C.V.
	SIG COMBIBLOC MÉXICO S.A. DE C.V.
	SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)
MOROCCO
	BANAWI EVERGREEN PACKAGING AFRICA SAS (b)
NEPAL
	CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED
NETHERLANDS
	BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.
	GRAHAM PACKAGING COMPANY B.V.
	GRAHAM PACKAGING HOLDINGS B.V.
	GRAHAM PACKAGING ZOETERMEER B.V.
	PACTIV EUROPE B.V.
	SIG COMBIBLOC B.V.
PERU
	ALUSUD PERU S.A.
PHILIPPINES
	CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.
POLAND
	GRAHAM PACKAGING POLAND SP. Z.O.O.
	OMNI PAC POLAND SP Z.O.O.
	SIG COMBIBLOC SP. Z.O.O.
RUSSIA
	CSI VOSTOK LIMITED LIABILITY COMPANY
	OOO SIG COMBIBLOC
SAUDI ARABIA
	BANAWI EVERGREEN PACKAGING COMPANY LIMITED (a)
	SIG COMBIBLOC OBEIKAN COMPANY LIMITED (a)
SINGAPORE
	PACTIV ASIA PTE LTD
SPAIN
	CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.
	GRAHAM PACKAGING IBERICA S.L.
	REYNOLDS FOOD PACKAGING SPAIN, S.L.U.
	SIG COMBIBLOC S.A.
SWEDEN
	SIG COMBIBLOC AB

SWITZERLAND
	WIBILEA AG (b)
TAIWAN
	EVERGREEN PACKAGING (TAIWAN) CO. LIMITED
	SIG COMBIBLOC TAIWAN LTD.
TURKEY
	CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT IHRACAT SANAYI VE TICARET LIMITED SIRKETI
	GRAHAM PLASTPAK PLASTIK AMBALAJ SANAYI A.S.
	SIG COMBIBLOC PAKETLEME VE TICARET LTD. ŞTI.
UK
	ALPHA PRODUCTS (BRISTOL) LIMITED
	GRAHAM PACKAGING EUROPEAN SERVICES LIMITED
	GRAHAM PACKAGING U.K. LIMITED
	GRAHAM PACKAGING PLASTICS LIMITED
	PACTIV (CAERPHILLY) LIMITED
	PACTIV (FILMS) LIMITED
UNITED ARAB EMIRATES
	SIG COMBIBLOC OBEIKAN FZCO (a)
USA
	COAST-PACKING COMPANY (CALIFORNIA GENERAL PARTNERSHIP)
	ECLIPSE CLOSURES, LLC (b)
	GRAHAM PACKAGING COMERC USA LLC
	GRAHAM PACKAGING COMPANY EUROPE LLC
	GRAHAM PACKAGING CONTROLLERS USA LLC
	GRAHAM PACKAGING FRANCE PARTNERS
	GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
	GRAHAM PACKAGING LATIN AMERICA, LLC
	GRAHAM PACKAGING LEASING USA LLC
	GRAHAM PACKAGING POLAND L.P.
	GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
	PACTIV NA II LLC
VENEZUELA
	ALUSUD VENEZUELA S.A.
	GRAHAM PACKAGING PLASTICOS DE VENEZUELA C.A.
VIETNAM
	SIG VIETNAM LTD.

Schedule 1.01(d)

to the Third Amended and Restated Credit Agreement

Mortgaged Property

Property Address	Record Owner
600 DairyPak Road Athens, GA	Blue Ridge Paper Products Inc.
1500 South 14th Street Clinton, IA	Blue Ridge Paper Products Inc.
1329 Howell Mill Road Waynesville, NC	Blue Ridge Paper Products Inc.
175 Main Street Canton, NC	Blue Ridge Paper Products Inc.
7920 Mapleway Drive Olmsted Falls, OH	Blue Ridge Paper Products Inc.
4915 Norman Road Sandston, VA	Closure Systems International Americas, Inc.
1205 East Elmore Street Crawfordsville, IN	Closure Systems International Inc.
1604 East Elmore Street Crawfordsville, IN	Closure Systems International Inc.
8363 Metro Drive Olive Branch, MS	Closure Systems International Inc.
26 Center Street Randolph, NY	Closure Systems International Packaging Machinery, Inc.
5201 Fairfield Boulevard Pine Bluff, AR	Evergreen Packaging Inc.
1500 West Main Street Turlock, CA	Evergreen Packaging Inc.
2104 Henderson Way Plant City, FL	Evergreen Packaging Inc.
3300 West Segerstrom Avenue Santa Ana, CA	Graham Packaging Company, L.P.

13300 Interstate Drive Maryland Heights, MO	Graham Packaging Company, L.P.
500 Windsor Street York, PA	Graham Packaging Company, L.P.
415 South 104th Avenue Tolleson, AZ	Graham Packaging PET Technologies Inc.
513 South McClure Modesto, CA	Graham Packaging PET Technologies Inc.
280 Industrial Park Road, Northeast Cartersville, GA	Graham Packaging PET Technologies Inc.
7959 Vulcan Drive Florence, KY	Graham Packaging PET Technologies Inc.
875 American Pacific Drive Henderson, NV	Graham Packaging PET Technologies Inc.
7 Technology Drive Bedford, NH	Graham Packaging PET Technologies Inc.
725 Industrial Drive Fremont, OH	Graham Packaging PET Technologies Inc.
700 Industrial Boulevard Rockwall, TX	Graham Packaging PET Technologies Inc.
1111 Imco Parkway Vandalia, IL	Graham Packaging Plastic Products Inc.
2515 Independence Road Iowa City, IA	Graham Packaging Plastic Products Inc.
170 Stanford Parkway Findlay, OH	Graham Packaging Plastic Products Inc.
1000 Diamond Avenue Red Bluff, CA	Pactiv LLC
2024 Norris Road Bakersfield, CA	Pactiv LLC
15101 Lake Forest Court Covington, GA	Pactiv LLC

1100 Taylor Road Romeoville, IL	Pactiv LLC
1900 West Field Court Lake Forest, IL	Pactiv LLC
437 Centre Road Frankfort, IL	Pactiv LLC
578 Old Jackson Highway Jackson, SC	Pactiv LLC
3002 Pegasus Drive Temple, TX	Pactiv LLC
172 Pactiv Way Winchester, VA	Pactiv LLC
2226 East Morton Avenue Jacksonville, IL	Reynolds Consumer Products Inc.
2230 East Morton Avenue Jacksonville, IL	Reynolds Consumer Products Inc.
500 East Superior Avenue Jacksonville, IL	Reynolds Consumer Products Inc.
777 Wheeling Road Wheeling, IL	Reynolds Consumer Products Inc.
3000 Pegasus Drive Temple, TX	Reynolds Consumer Products Inc.
1333 Highway 270 Malvern, AR	Reynolds Manufacturing, Inc.
2827 Hale Avenue, Louisville, KY	Reynolds Manufacturing, Inc.
1110 East 200 South Lewiston, UT	Reynolds Presto Products Inc.
2225 Philpott Road South Boston, VA	Reynolds Presto Products Inc.

204 East Third Avenue Weyauwega, WI	Reynolds Presto Products Inc.
670 North Perkins Street Appleton, WI	Reynolds Presto Products Inc.
1010 Energy Drive Kilgore, TX	Southern Plastics Inc.
DE-52441 Linnich Rurstrasse 58, Germany	SIG Combibloc GmbH (Germany)
DE-06886 Wittenberg Platanweg 13, Germany	SIG Combibloc GmbH (Germany)
DE-67547 Worms Mainzer Strasse 185, Germany	Closure Systems International Deutschland GmbH (formerly owned by Closure Systems International Deutschland Real Estate GmbH & Co. KG (Germany) and transferred by operation of law as part of a merger)
Indiana 435 Fracc. Industrial Valle de Saltillo 25100, Saltillo, Coahuila Mexico	The Bank of New York Mellon, S.A., Institución de Banca Múltiple, exclusively in its capacity as trustee under the Irrevocable Security Trust Agreement with Reversion Rights number F/00737 (Contrato de Fideicomiso de Garantía con Derechos de Reversión No. F/00737), executed by and among CSI en Saltillo, S. de R.L. de C.V. (formerly named Alcoa CSI de Mexico en Saltillo, S. de R.L. de C.V., and formerly named H-C Industries de Mexico, S.A. de C.V.), as trustor, The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary.
Lot 1 Deposited Plan 21268 (SA657/97)	Whakatane Mill Limited (New Zealand)
Lot 1 Deposited Plan South Auckland 713 (SA1006/36)	Whakatane Mill Limited (New Zealand)
Lot 3 Deposited Plan 11091 (SA658/133)	Whakatane Mill Limited (New Zealand)

Lot 2 Deposited Plan 25604 (SA5B/958)	Whakatane Mill Limited (New Zealand)
Lot 1-3 Deposited Plan South Auckland 5082 (SA1743/3)	Whakatane Mill Limited (New Zealand)
Lot 4 and Part Lot 3 Deposited Plan 21268 (SA1443/56)	Whakatane Mill Limited (New Zealand)
Lot 1 Deposited Plan 30647 (SA802/138)	Whakatane Mill Limited (New Zealand)
Deposited Plan 25358 (SA685/3)	Whakatane Mill Limited (New Zealand)
Allotment 163 Rangitaiki Parish (SA942/52)	Whakatane Mill Limited (New Zealand)
Lot 6 Deposited Plan 375880 (305221 South Auckland registry)	Whakatane Mill Limited (New Zealand)
Allotment 309 Parish of Rangitaiki (577451 South Auckland registry)	Whakatane Mill Limited (New Zealand)

Schedule 1.01(e)

to the Third Amended and Restated Credit Agreement

Subsidiary Guarantors

COUNTRY	COMPANY
AUSTRALIA
	WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659)
AUSTRIA
	SIG AUSTRIA HOLDING GMBH
	SIG COMBIBLOC GMBH
	SIG COMBIBLOC GMBH & CO. KG
BRAZIL
	CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
	SIG BEVERAGES BRASIL LTDA
	SIG COMBIBLOC DO BRASIL LTDA
BRITISH VIRGIN ISLANDS
	CSI LATIN AMERICAN HOLDINGS CORPORATION
CANADA
	EVERGREEN PACKAGING CANADA LIMITED
	PACTIV CANADA INC.
COSTA RICA
	CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA
GERMANY
	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
	OMNI-PAC GMBH VERPACKUNGSMITTEL
	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
	SIG BEVERAGES GERMANY GMBH
	SIG COMBIBLOC GMBH
	SIG COMBIBLOC HOLDING GMBH
	SIG COMBIBLOC SYSTEMS GMBH
	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
	SIG EURO HOLDING AG & CO. KGAA
	SIG INFORMATION TECHNOLOGY GMBH
	SIG INTERNATIONAL SERVICES GMBH
	SIG BETEILIGUNGS GMBH
GUERNSEY
	SIG ASSET HOLDINGS LIMITED
HONG KONG
	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	EVERGREEN PACKAGING (HONG KONG) LIMITED
	SIG COMBIBLOC LIMITED
HUNGARY
	CSI HUNGARY KFT.
JAPAN
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK

COUNTRY	COMPANY
	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
LUXEMBOURG
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
	EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L.
	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
MEXICO
	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
	CSI EN ENSENADA, S. DE R.L. DE C.V.
	CSI EN SALTILLO, S. DE R.L. DE C.V.
	CSI TECNISERVICIO, S. DE R.L. DE C.V.
	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.
	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.
	REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.
	TECNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
	PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
	GRUPO CORPORATIVO JAGUAR S.A. DE C.V.
	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
	SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
	PACTIV MEXICO S. DE R.L. DE C.V.
NETHERLANDS
	CLOSURE SYSTEMS INTERNATIONAL B.V.
	EVERGREEN PACKAGING INTERNATIONAL B.V.
	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
	REYNOLDS PACKAGING INTERNATIONAL B.V.
NEW ZEALAND
	WHAKATANE MILL LIMITED
SWITZERLAND
	SIG ALLCAP AG
	SIG COMBIBLOC GROUP AG
	SIG COMBIBLOC PROCUREMENT AG
	SIG COMBIBLOC (SCHWEIZ) AG
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	SIG TECHNOLOGY AG
THAILAND
	SIG COMBIBLOC LTD.
UNITED KINGDOM
	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	IVEX HOLDINGS, LTD.
	J. & W. BALDWIN (HOLDINGS) LIMITED
	KAMA EUROPE LIMITED
	OMNI-PAC U.K. LIMITED
	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
	REYNOLDS SUBCO (UK) LIMITED
	SIG COMBIBLOC LIMITED
	SIG HOLDINGS (UK) LIMITED
	THE BALDWIN GROUP LIMITED

COUNTRY	COMPANY
UNITED STATES
	BAKERS CHOICE PRODUCTS, INC.
	BCP/GRAHAM HOLDINGS L.L.C.
	BLUE RIDGE HOLDING CORP.
	BLUE RIDGE PAPER PRODUCTS INC.
	BRPP, LLC
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY, INC.
	CLOSURE SYSTEMS INTERNATIONAL, INC.
	CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	CSI MEXICO LLC
	CSI SALES & TECHNICAL SERVICES INC.
	EVERGREEN PACKAGING INC.
	EVERGREEN PACKAGING INTERNATIONAL (US) INC.
	EVERGREEN PACKAGING USA INC.
	GPACSUB LLC
	GPC CAPITAL CORP. I
	GPC CAPITAL CORP. II
	GPC HOLDINGS LLC
	GPC OPCO GP LLC
	GPC SUB GP LLC
	GRAHAM PACKAGING ACQUISITION CORP.
	GRAHAM PACKAGING COMPANY INC.
	GRAHAM PACKAGING COMPANY, L.P.
	GRAHAM PACKAGING GP ACQUISITION LLC
	GRAHAM PACKAGING HOLDINGS COMPANY
	GRAHAM PACKAGING LC, L.P.
	GRAHAM PACKAGING LP ACQUISITION LLC
	GRAHAM PACKAGING MINSTER LLC
	GRAHAM PACKAGING PET TECHNOLOGIES INC.
	GRAHAM PACKAGING PLASTIC PRODUCTS INC.
	GRAHAM PACKAGING PX COMPANY
	GRAHAM PACKAGING PX HOLDING CORPORATION
	GRAHAM PACKAGING PX, LLC
	GRAHAM PACKAGING REGIOPLAST STS INC.
	GRAHAM PACKAGING WEST JORDAN, LLC
	GRAHAM RECYCLING COMPANY, L.P.
	NEWSPRING INDUSTRIAL CORP.
	PACTIV GERMANY HOLDINGS, INC.
	PACTIV INTERNATIONAL HOLDINGS INC.
	PACTIV LLC

COUNTRY	COMPANY
	PACTIV MANAGEMENT COMPANY LLC
	PCA WEST INC.
	PRAIRIE PACKAGING, INC.
	PWP INDUSTRIES, INC.
	RENPAC HOLDINGS INC.
	REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
	REYNOLDS CONSUMER PRODUCTS INC.
	REYNOLDS FLEXIBLE PACKAGING INC.
	REYNOLDS FOOD PACKAGING LLC
	REYNOLDS GROUP HOLDINGS INC.
	REYNOLDS GROUP ISSUER INC.
	REYNOLDS GROUP ISSUER LLC
	REYNOLDS MANUFACTURING INC.
	REYNOLDS PACKAGING HOLDINGS LLC
	REYNOLDS PACKAGING KAMA INC.
	REYNOLDS PACKAGING LLC
	REYNOLDS PRESTO PRODUCTS INC.
	REYNOLDS SERVICES INC.
	SIG COMBIBLOC INC.
	SIG HOLDING USA, LLC
	SOUTHERN PLASTICS INC.
	ULTRA PAC, INC.

Schedule 1.01(f)

to the Third Amended and Restated Credit Agreement

Transactions

See attached Project Swing Steps Plan & Structure Chart slides.

Schedule 2.01

to the Third Amended and Restated Credit Agreement

Lenders and Commitments

Lender	US Revolving Credit Commitment		European Revolving Credit Commitment		U.S. Term  Loan Commitment		European Term Loan Commitment
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH			€	16,670,000.00	$	2,235,000,000.00	€	300,000,000.00
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED			€	16,670,000.00
DZ BANK AG			€	10,000,000.00
COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.			€	23,940,000.00
SUMITOMO MITSUI BANKING CORP	$	11,133,000.00	€	12,720,000.00
BOS INTERNATIONAL (AUSTRALIA) LTD	$	30,000,000.00
COMMONWEALTH BANK OF AUSTRALIA	$	10,000,000.00
WESTPAC BANKING CORP	$	25,000,000.00
CITIBANK, N.A.	$	8,867,000.00
HSBC BANK USA, NATIONAL ASSOCIATION	$	10,000,000.00
MIZUHO CORPORATE BANK, LTD.	$	25,000,000.00
TOTAL	$	120,000,000.00	€	80,000,000.00	$	2,235,000,000.00	€	300,000,000.00

Schedule 3.04

to the Third Amended and Restated Credit Agreement

Governmental Approvals

None.

Schedule 3.08

to the Third Amended and Restated Credit Agreement

Subsidiaries

(a) denotes non-Wholly Owned Subsidiaries

(b) denotes an investment in associate companies and joint ventures accounted for under the equity method and not controlled by Holdings

(c) denotes an investment that is not accounted for as an associate company or joint venture under the equity method

(d) held as a nominee or on trust for the majority shareholder of the applicable entity

(e) directors hold the remaining interests in the entity

(f) Evergreen Packaging International B.V. holds a 50% interest in this shareholder

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
ALUSUD ARGENTINA S.R.L.	ARGENTINA	CSI LATIN AMERICAN HOLDINGS CORPORATION CLOSURE SYSTEMS INTERNATIONAL B.V.		95 5	8,662,750 QUOTAS 455,934 QUOTAS
SIG COMBIBLOC ARGENTINA S.R.L.	ARGENTINA	SIG COMBIBLOC DO BRASIL LTDA SIG COMBIBLOC GMBH, AUSTRIA		97.7 2.3	14,844 QUOTAS 348 QUOTAS
WHAKATANE MILL AUSTRALIA PTY LIMITED	AUSTRALIA	WHAKATANE MILL LIMITED		100	10 ORDINARY
SIG AUSTRIA HOLDING GMBH	AUSTRIA	SIG COMBIBLOC GROUP AG		100	1 SHARE
SIG COMBIBLOC GMBH	AUSTRIA	SIG COMBIBLOC GROUP AG		100	1 SHARE
SIG COMBIBLOC GMBH & CO. KG	AUSTRIA	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GMBH, AUSTRIA		99.984 0.016	1 LIMITED PARTNER 1 GENERAL PARTNER

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
GULF CLOSURES W.L.L. (a)	BAHRAIN, KINGDOM OF	CLOSURE SYSTEMS INTERNATIONAL B.V.		49	7,399 SHARES
CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDACAO LTDA.	BRAZIL	CLOSURE SYSTEMS INTERNATIONAL B.V. CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.		99.999996 0.000004	24,833,565 QUOTAS 1 QUOTA
SIG BEVERAGES BRASIL LTDA	BRAZIL	SIG EURO HOLDING AG & CO KG AA SIG BEVERAGES GERMANY GMBH		99.99 0.01	1,093,274,329 SHARES 10 SHARES
SIG COMBIBLOC DO BRASIL LTDA	BRAZIL	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC S.A., SPAIN		99.99 0.01	180,573,961 SHARES 1 SHARE
CSI LATIN AMERICAN HOLDINGS CORPORATION	BRITISH VIRGIN ISL.	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	889,282 ORDINARY
REYNOLDS CONSUMER PRODUCTS BULGARIA EOOD	BULGARIA	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.		100	10,500 SHARES
EVERGREEN PACKAGING CANADA LIMITED	CANADA	EVERGREEN PACKAGING INTERNATIONAL B.V.		100	11,000,001 COMMON SHARES
PACTIV CANADA INC.	CANADA	REYNOLDS PACKAGING INTERNATIONAL B.V.		100	6,988,001 COMMON SHARERS
DOPACO CANADA, INC.	CANADA	PACTIV CANADA INC.		100	1 COMMON SHARE
GARVEN INCORPORATED	CANADA	DOPACO CANADA, INC.		100	240 COMMON SHARES
CONFERENCE CUP LTD.	CANADA	GARVEN INCORPORATED		100	300 COMMON SHARES 1,636,855,894 CLASS A SPECIAL SHARES

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
ALUSUD EMBALAJES CHILE LTDA.	CHILE	CSI LATIN AMERICAN HOLDINGS CORPORATION CLOSURE SYSTEMS INTERNATIONAL B.V.		99.3059 0.6941	OF QUOTAS OF QUOTAS
SIG COMBIBLOC CHILE LIMITADA	CHILE	SIG COMBIBLOC DO BRASIL LTDA SMART, CRISTIAN EYZAGUIRRE (d)		99.9975 0.0025	N/A
CLOSURE SYSTEMS INTERNATIONAL (GUANGZHOU) LIMITED	CHINA	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED		100	N/A
CLOSURE SYSTEMS INTERNATIONAL (WUHAN) LIMITED	CHINA	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED		100	N/A
CSI CLOSURE SYSTEMS (HANGZHOU) CO., LTD.	CHINA	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED		100	N/A
CSI CLOSURE SYSTEMS (TIANJIN) CO., LTD.	CHINA	CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED		100	N/A
DONGGUAN PACTIV PACKAGING CO., LTD. (a)	CHINA	PACTIV ASIA PTE LTD		51	1,428,000 ORDINARY
EVERGREEN PACKAGING (SHANGHAI) CO., LIMITED	CHINA	EVERGREEN PACKAGING INTERNATIONAL B.V.		100	N/A
REYNOLDS METALS (SHANGHAI) LTD.	CHINA	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.		100	N/A
SIG COMBIBLOC (SUZHOU) CO. LTD.	CHINA	SIG COMBIBLOC GROUP AG		100	N/A

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
SIG COMBIBLOC PACKAGING TECHNOLOGY SERVICES (SHANGHAI) CO. LTD. (IN LIQUIDATION)	CHINA	SIG COMBIBLOC GROUP AG		100	N/A
ZHEJIANG ZHONGBAO PACKAGING CO., LTD. (a)	CHINA	PACTIV ASIA PTE LTD		62.5	12,050,000 UNITS
ALUSUD EMBALAJES COLOMBIA LTDA.	COLOMBIA	CSI LATIN AMERICAN HOLDINGS CORPORATION CLOSURE SYSTEMS INTERNATIONAL B.V.		99.99922 0.00078	8,100,864,800 QUOTAS 63,000 QUOTAS
CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA	COSTA RICA	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	10 Quotas (SERIES A)
SIG COMBIBLOC S.R.O.	CZECH REPUBLIC	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GMBH, AUSTRIA		99 1	N/A
CLOSURE SYSTEMS INTERNATIONAL (EGYPT) LLC	EGYPT	CLOSURE SYSTEMS INTERNATIONAL B.V. CLOSURE SYSTEMS INTERNATIONAL INC.		99 1	27,720 QUOTAS 280 QUOTAS
EVERGREEN PACKAGING DE EL SALVADOR S.A. DE C.V.	EL SALVADOR	EVERGREEN PACKAGING INTERNATIONAL B.V. SIG COMBIBLOC HOLDING GMBH		99.99972 0.00028	358,749 SHARES 1 SHARE
SIG COMBIBLOC S.A.R.L.	FRANCE	SIG COMBIBLOC GMBH, GERMANY		100	N/A
CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH	GERMANY	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH		100	N/A

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH	GERMANY	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	N/A
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL	GERMANY	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH		100	N/A
OMNI-PAC GMBH VERPACKUNGSMITTEL	GERMANY	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH		100	N/A
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH	GERMANY	PACTIV HAMBURG HOLDINGS GMBH PACTIV CORPORATION		94 6	23,500 UNITS 1,500 UNITS
PACTIV FOREST PRODUCTS GMBH	GERMANY	PACTIV CORPORATION PACTIV GERMANY HOLDINGS, INC.		50 50	511,300 UNITS 511,300 UNITS
PACTIV HAMBURG HOLDINGS GMBH	GERMANY	SIG COMBIBLOC HOLDING GMBH		100	25,000 UNITS
SIG BEVERAGES GERMANY GMBH	GERMANY	SIG EURO HOLDING AG & CO KG AA		100	1 SHARE OF EUR 50,000
SIG COMBIBLOC GMBH	GERMANY	SIG COMBIBLOC HOLDING GMBH SIG EURO HOLDING AG & CO KG AA		99 1	1 SHARE OF EUR 30,392,500 AND 1 SHARE OF EUR 500 1 SHARE OF EUR 307,000
SIG COMBIBLOC HOLDING GMBH	GERMANY	SIG EURO HOLDING AG & CO KG AA SIG COMBIBLOC GROUP AG		94.99 5.01	1 SHARE OF EUR 4,939,480 1 SHARE OF EUR 260,520
SIG COMBIBLOC SYSTEMS GMBH	GERMANY	SIG COMBIBLOC HOLDING GMBH		100	1 SHARE OF EUR 1,000,000
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH	GERMANY	SIG COMBIBLOC SYSTEMS GMBH		100	1 SHARE OF EUR 256,000

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
SIG EURO HOLDING AG & CO. KGAA	GERMANY	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GROUP AG		94.99 5.01	9,499 REGISTERED 501 REGISTERED
SIG INFORMATION TECHNOLOGY GMBH	GERMANY	SIG EURO HOLDING AG & CO KG AA		100	1 SHARE OF EUR 100,000 AND 1 SHARE OF EUR 400,000
SIG INTERNATIONAL SERVICES GMBH	GERMANY	SIG EURO HOLDING AG & CO KG AA		100	1 SHARE OF EUR 1,000,000
SIG VIETNAM BETEILIGUNGS GMBH	GERMANY	SIG COMBIBLOC HOLDING GMBH		100	1 SHARE OF EUR 25,000
CRYSTAL INSURANCE COMPANY LIMITED	GUERNSEY	SIG ASSET HOLDINGS LIMITED		100	N/A
MANNEQUIN INSURANCE PCC LIMITED CELL SIG65 (c)	GUERNSEY	SIG ASSET HOLDINGS LIMITED		100	1,100
SIG ASSET HOLDINGS LIMITED	GUERNSEY	SIG COMBIBLOC GROUP AG		100	656 ORDINARY AND 81,647 NON-VOTING RED PREF
CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED	HONG KONG	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	725,353 CLASS A ORDINARY AND 1 CLASS B NON-VOTING
EVERGREEN PACKAGING (HONG KONG) LIMITED	HONG KONG	EVERGREEN PACKAGING INTERNATIONAL B.V.		100	1 SHARE
SIG COMBIBLOC LIMITED	HONG KONG	SIG COMBIBLOC GROUP AG		100	1,029,042,836 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.	HUNGARY	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	1 ORDINARY BUSINESS QUOTA
CSI HUNGARY KFT.	HUNGARY	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	1 ORDINARY BUSINESS QUOTA
SIG COMBIBLOC KFT	HUNGARY	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GMBH, AUSTRIA		99.05 0.95	2 ORDINARY BUSINESS QUOTAS

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%			ISSUED CAPITAL
CLOSURE SYSTEMS INTERNATIONAL (I) PRIVATE LIMITED	INDIA	CLOSURE SYSTEMS INTERNATIONAL B.V. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		99.9998 0.0002		975,205 EQUITY SHARES 1 EQUITY SHARE
SIG BEVERAGE MACHINERY AND SYSTEMS (INDIA) PVT. LTD. (IN LIQUIDATION) (a)	INDIA	SIG EURO HOLDING AG & CO KG AA		99.98 (e	)	854,400 SHARES
DUCART EVERGREEN PACKAGING LTD (b)	ISRAEL	EVERGREEN PACKAGING INTERNATIONAL B.V.		50		100 ORDINARY
HA’LAKOACH HA’NEEMAN H’SHEESHIM OU’SHENAYIM LTD.	ISRAEL	PACTIV INTERNATIONAL HOLDINGS INC.		100		N/A
SIG COMBIBLOC S.R.L.	ITALY	SIG AUSTRIA HOLDING GMBH		100		N/A
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK	JAPAN	CLOSURE SYSTEMS INTERNATIONAL B.V.		100		2 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED	JAPAN	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK		100		174 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL (KOREA), LTD.	KOREA	CLOSURE SYSTEMS INTERNATIONAL B.V.		100		510,000 COMMON STOCK
EVERGREEN PACKAGING KOREA LIMITED	KOREA	EVERGREEN PACKAGING INTERNATIONAL B.V.		100		89,948 COMMON STOCK
SIG COMBIBLOC KOREA LTD.	KOREA	SIG COMBIBLOC LTD. (THAILAND)		100		N/A
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.	LUXEMBOURG	REYNOLDS GROUP HOLDINGS LIMITED		100		13,063,527 SHARES
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.	LUXEMBOURG	REYNOLDS GROUP HOLDINGS LIMITED		100		1,000 SHARES
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.	LUXEMBOURG	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.		100		16,198,773 SHARES

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.	LUXEMBOURG	SIG COMBIBLOC HOLDING GMBH		100	500 SHARES
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.	LUXEMBOURG	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.		100	3,306 SHARES
BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.	MEXICO	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. CLOSURE SYSTEMS INTERNATIONAL B.V.		99.9996 0.0004	243,596 SHARES 1 SHARE
CENTRAL DE BOLSAS S. DE R.L DE C.V.	MEXICO	CSI EN SALTILLO, S. DE R.L. DE C.V. GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.		99.99 0.01	1 EQUITY PARTICIPATION OF $1,069,004,270 PESOS 1 EQUITY PARTICIPATION OF $1 PESO
CSI EN ENSENADA, S. DE R.L. DE C.V.	MEXICO	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. CSI EN SALTILLO, S. DE R.L. DE C.V.		99.9999992 0.0000008	2 EQUITY PARTICIPATIONS OF $132,876,531 PESOS IN THE AGGREGATE 1 EQUITY PARTICIPATION OF $1 PESO
CSI EN SALTILLO, S. DE R.L. DE C.V.	MEXICO	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. CSI MEXICO LLC		99.9999906 0.0000094	2 EQUITY PARTICIPATIONS OF $31,814,675 PESOS IN THE AGGREGATE 2 EQUITY PARTICIPATIONS OF $3 PESOS IN THE AGGREGATE

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
CSI TECNISERVICIO, S. DE R.L. DE C.V.	MEXICO	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. CSI EN SALTILLO, S. DE R.L. DE C.V.		99.9999955 0.0000045	2 EQUITY PARTICIPATIONS OF $22,064,404 PESOS IN THE AGGREGATE 1 EQUITY PARTICIPATION OF $1 PESO
EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.	MEXICO	EVERGREEN PACKAGING INTERNATIONAL B.V. EVERGREEN PACKAGING INC.		99.6667 0.3333	1 EQUITY PARTICIPATION OF $2,990 PESOS 1 EQUITY PARTICIPATION OF $10 PESOS
GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.	MEXICO	CENTRAL DE BOLSAS, S. DE R.L. DE C.V. SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.		98.83 1.17	2,430,050 SHARES 28,943 SHARES
GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.	MEXICO	CSI MEXICO LLC CLOSURE SYSTEMS MEXICO HOLDINGS LLC CLOSURE SYSTEMS INTERNATIONAL B.V.		52.5 42.5 5	1 EQUITY PARTICIPATION OF $94,265,462.41 PESOS 2 EQUITY PARTICIPATIONS OF $76,378,902.79 PESOS IN THE AGGREGATE 1 EQUITY PARTICIPATION OF $8,981,282.38 PESOS
MAXPACK, S. DE R.L. DE C.V.	MEXICO	REYNOLDS PACKAGING INTERNATIONAL B.V. REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.		99.99998 0.00002	2 EQUITY PARTICIPATIONS OF $4,999,999 PESOS IN THE AGGREGATE 1 EQUITY PARTICIPATION OF $1 PESO

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
MIDDLE AMERICA M.A., S.A. DE C.V. (IN LIQUIDATION)	MEXICO	SIG EURO HOLDING AG & CO KG AA SIG COMBIBLOC MEXICO S.A DE C.V.		99.99 0.01	N/A
PACTIV MEXICO, S. DE R.L. DE C.V.	MEXICO	PACTIV INTERNATIONAL HOLDINGS INC PACTIV CORPORATION		99.998 0.002	1 EQUITY PARTICIPATION OF $49,999 PESOS 1 EQUITY PARTICIPATION OF $1 PESO
REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V.	MEXICO	REYNOLDS PACKAGING INTERNATIONAL B.V. CLOSURE SYSTEMS INTERNATIONAL B.V.		99.99 0.01	1 EQUITY PARTICIPATION OF $744,562 PESOS 1 EQUITY PARTICIPATION OF $30 PESOS
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.	MEXICO	CENTRAL DE BOLSAS, S. DE R.L. DE C.V. GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.		99.999 0.001	729,549 SHARES 1 SHARE
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.	MEXICO	CENTRAL DE BOLSAS, S. DE R.L. DE C.V. SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.		99.998 0.002	49,999 SHARES 1 SHARE
SERVICIOS INTEGRALES DE OPERACION, S.A. DE C.V.	MEXICO	PACTIV MEXICO, S. DE R.L. C.V. PACTIV CORPORATION		99.998 0.002	49,999 SHARES 1 SHARE
SIG COMBIBLOC MÉXICO S.A. DE C.V.	MEXICO	SIG COMBIBLOC INC SIG HOLDING USA INC		99.9 0.1	999 SHARES 1 SHARE

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
SIG SIMONAZZI MÉXICO S.A. DE C.V. (IN LIQUIDATION)	MEXICO	SIG EURO HOLDING AG & CO KG AA CONZALEZ DE CASTILLA, FERNAN (d)		99.99 0.01	N/A
TECNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.	MEXICO	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. CLOSURE SYSTEMS INTERNATIONAL B.V.		98 2	49 SHARES 1 SHARE
BANAWI EVERGREEN PACKAGING AFRICA SAS (c)	MOROCCO	BANAWI EVERGREEN PACKAGING COMPANY LIMITED (f) EVERGREEN PACKAGING INTERNATIONAL B.V.		98 1	980 SHARES 10 SHARES
CLOSURE SYSTEMS INTERNATIONAL NEPAL PRIVATE LIMITED (a)	NEPAL	CLOSURE SYSTEMS INTERNATIONAL B.V.		76	3,176,960 ORDINARY
BEVERAGE PACKAGING HOLDINGS (NETHERLANDS) B.V.	NETHERLANDS	REYNOLDS PACKAGING INTERNATIONAL B.V.		100	180 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL B.V.	NETHERLANDS	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		100	180 ORDINARY
EVERGREEN PACKAGING INTERNATIONAL B.V.	NETHERLANDS	EVERGREEN PACKAGING (LUXEMBOURG) S.A.R.L.		100	186 ORDINARY
PACTIV EUROPE B.V.	NETHERLANDS	PACTIV CORPORATION		100	176 COMMON, 12 PREFERRED A AND 12 PREFERRED B
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.	NETHERLANDS	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	181 ORDINARY
REYNOLDS PACKAGING INTERNATIONAL B.V.	NETHERLANDS	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	180 ORDINARY

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%			ISSUED CAPITAL
SIG COMBIBLOC B.V.	NETHERLANDS	SIG COMBIBLOC GMBH, GERMANY		100		5,000 ORDINARY
WHAKATANE MILL LIMITED	NEW ZEALAND	SIG COMBIBLOC HOLDING GMBH		100		10,100 ORDINARY
ENVASES PANAMA, S.A.	PANAMA	EVERGREEN PACKAGING INTERNATIONAL B.V.		100		241,000 ACCIONNES
ALUSUD PERU S.A.	PERU	CSI LATIN AMERICAN HOLDINGS CORPORATION CLOSURE SYSTEMS INTERNATIONAL B.V.		99.99996 0.00004		2,347,018 1
CLOSURE SYSTEMS INTERNATIONAL (PHILIPPINES), INC.	PHILIPPINES	CLOSURE SYSTEMS INTERNATIONAL B.V. SMITH, ROBERT EUGENE (d) MANALANG, ARNEL (d) ORTIZ, RAYMUNDO (d) REYES, GLENDA (d) SANGALANG, OLIVER (d)		99.9996 0.00007 0.00007 0.00007 0.00007 0.00007		1,426,220 COMMON 1 COMMON 1 COMMON 1 COMMON 1 COMMON 1 COMMON
OMNI PAC POLAND SP Z.O.O.	POLAND	OMNI PAC EKCO GMBH VERPACKUNGSMITTEL		100		N/A
SIG COMBIBLOC SP. Z.O.O.	POLAND	SIG AUSTRIA HOLDING GMBH		100		N/A
CSI VOSTOK LIMITED LIABILITY COMPANY	RUSSIA	CLOSURE SYSTEMS INTERNATIONAL B.V. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		99.09 0.01	%	N/A N/A
OOO SIG COMBIBLOC	RUSSIA	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GMBH, AUSTRIA		99.984 0.016		N/A

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
BANAWI EVERGREEN PACKAGING COMPANY LIMITED (b)	SAUDI ARABIA	EVERGREEN PACKAGING INTERNATIONAL B.V.		50	2,500 SHARES
SIG COMBIBLOC OBEIKAN COMPANY LIMITED (b)	SAUDI ARABIA	SIG COMBIBLOC GMBH, GERMANY		50	N/A
PACTIV ASIA PTE LTD	SINGAPORE	PACTIV CORPORATION		100	2 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL ESPAÑA, S.L.U.	SPAIN	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.		100	447,602 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (SPAIN), S.A.	SPAIN	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	249,049 SHARES
REYNOLDS FOOD PACKAGING SPAIN, S.L.U.	SPAIN	REYNOLDS PACKAGING INTERNATIONAL B.V.		100	165,289 SHARES
SIG COMBIBLOC S.A.	SPAIN	SIG COMBIBLOC GMBH, GERMANY		100	N/A
SIG COMBIBLOC AB	SWEDEN	SIG COMBIBLOC GMBH, GERMANY		100	1,000 SHARES OF SEK 100 EACH
SIG ALLCAP AG	SWITZERLAND	SIG COMBIBLOC GROUP AG		100	7,000 REGISTERED SHARES
SIG COMBIBLOC (SCHWEIZ) AG	SWITZERLAND	SIG COMBIBLOC GROUP AG		100	300 REGISTERED SHARES
SIG COMBIBLOC GROUP AG	SWITZERLAND	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		100	6,321,900 REGISTERED SHARES
SIG COMBIBLOC PROCUREMENT AG	SWITZERLAND	SIG COMBIBLOC GROUP AG		100	2,000 REGISTERED SHARES
SIG REINAG AG	SWITZERLAND	SIG COMBIBLOC GROUP AG		100	1,000 REGISTERED SHARES
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG	SWITZERLAND	SIG COMBIBLOC GROUP AG		100	12,700 REGISTERED SHARES
SIG TECHNOLOGY AG	SWITZERLAND	SIG ALLCAP AG		100	6,000 REGISTERED SHARES
WIBILEA AG (c)	SWITZERLAND	SIG COMBIBLOC GROUP AG		42.5	425 SHARES

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
EVERGREEN PACKAGING (TAIWAN) CO. LIMITED	TAIWAN	EVERGREEN PACKAGING INTERNATIONAL B.V.		100	1,000 SHARES
SIG COMBIBLOC TAIWAN LTD.	TAIWAN	SIG COMBIBLOC LTD. (THAILAND)		100	N/A
SIG COMBIBLOC LTD.	THAILAND	SIG COMBIBLOC HOLDING GMBH SIG EURO HOLDING AG & CO KGAA SIG COMBIBLOC GROUP AG		99.99999	30,706,928 ORDINARY 1 ORDINARY 1 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL PLASTIK ITHALAT IHRACAT SANAYI VE TICARET LIMITED SIRKETI	TURKEY	CLOSURE SYSTEMS INTERNATIONAL B.V. BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		99.998 0.002	41,999 ORDINARY 1 ORDINARY
SIG COMBIBLOC PAKETLEME VE TICARET LTD. ŞTI.	TURKEY	SIG AUSTRIA HOLDING GMBH SIG COMBIBLOC GMBH, AUSTRIA		98.8 1.2	N/A
ALPHA PRODUCTS (BRISTOL) LIMITED	UK	J. & W. BALDWIN (HOLDINGS) LIMITED		100	1,000 ORDINARY
CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED	UK	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	406,794 ORDINARY
IVEX HOLDINGS, LTD.	UK	REYNOLDS PACKAGING INTERNATIONAL B.V.		100	10,833,337 ORDINARY
J. & W. BALDWIN (HOLDINGS) LIMITED	UK	THE BALDWIN GROUP LTD.		100	65,000 DEFERRED ORDINARY AND 47,565,000 ORDINARY
KAMA EUROPE LIMITED	UK	IVEX HOLDINGS LTD.		100	6,667,666 ORDINARY
OMNI-PAC UK LIMITED	UK	THE BALDWIN GROUP LTD.		100	5,000 ORDINARY GBP0.01 9,950 ORDINARY GBP1.00 500,000 DEFERRED

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
PACTIV (CAERPHILLY) LIMITED	UK	J. & W. BALDWIN (HOLDINGS) LIMITED		100	35,450 ORDINARY
PACTIV (FILMS) LIMITED	UK	J. & W. BALDWIN (HOLDINGS) LIMITED		100	100,000 ORDINARY
PACTIV (STANLEY) LIMITED (IN LIQUIDATION)	UK	J. & W. BALDWIN (HOLDINGS) LIMITED		100	45,442 “A” ORDINARY, 1,511,029 “B” ORDINARY 63,912 “C” ORDINARY 4,020 “D” ORDINARY 2,392 “E” ORDINARY 1,309 “F” ORDINARY 1,078 “G” ORDINARY 662 “H” ORDINARY 325,000 PREFERENCE
PACTIV LIMITED (IN LIQUIDATION)	UK	THE BALDWIN GROUP LTD.		100	52 ORDINARY
REYNOLDS CONSUMER PRODUCTS (UK) LIMITED	UK	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.		100	3,711,990 ORDINARY
REYNOLDS SUBCO (UK) LIMITED	UK	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED		100	42,912,160 ORDINARY
SIG COMBIBLOC LIMITED	UK	SIG COMBIBLOC HOLDING GMBH		100	1,500,000 ORDINARY
SIG HOLDINGS (UK) LIMITED	UK	SIG COMBIBLOC GROUP AG		100	1,000,000 ORDINARY
THE BALDWIN GROUP LIMITED	UK	IVEX HOLDINGS, LTD.		100	5,000,000 COMMON
SIG COMBIBLOC OBEIKAN FZCO (b)	UNITED ARAB EMIRATES	SIG COMBIBLOC GMBH, GERMANY		50	N/A
BAKER’S CHOICE PRODUCTS, INC.	USA	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.		100	1,000 COMMON STOCK
BLUE RIDGE HOLDING CORP.	USA	EVERGREEN PACKAGING INC		100	100 COMMON SHARES
BLUE RIDGE PAPER PRODUCTS INC.	USA	BLUE RIDGE HOLDING CORP.		100	1,000 COMMON
BRPP, LLC	USA	BLUE RIDGE PAPER PRODUCTS INC.		100	100 UNITS

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
BUCEPHALAS ACQUISITION CORP.	USA	REYNOLDS GROUP HOLDINGS INC.		100	1,000 SHARES
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.	USA	CLOSURE SYSTEMS INTERNATIONAL INC.		100	8,000 COMMON
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.	USA	REYNOLDS GROUP HOLDINGS INC.		100	2,000 COMMON
CLOSURE SYSTEMS INTERNATIONAL INC.	USA	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.		100	100 COMMON STOCK
CLOSURE SYSTEMS MEXICO HOLDINGS LLC	USA	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	N/A
COAST-PACKAGING COMPANY (CALIFORNIA GENERAL PARTNERSHIP) (a)	USA	PCA WEST INC.		50	N/A
CSI MEXICO LLC	USA	CLOSURE SYSTEMS INTERNATIONAL B.V.		100	N/A
CSI SALES & TECHNICAL SERVICES INC.	USA	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.		100	1,000 COMMON STOCK
DOPACO, INC.	USA	PACTIV CORPORATION		100	100 SHARES OF COMMON
EVERGREEN PACKAGING INC.	USA	REYNOLDS GROUP HOLDINGS INC.		100	1,640 COMMON STOCK
EVERGREEN PACKAGING INTERNATIONAL (US) INC.	USA	EVERGREEN PACKAGING USA INC		100	1,000 SHARES
EVERGREEN PACKAGING USA INC.	USA	EVERGREEN PACKAGING INC		100	1,000 SHARES
NEWSPRING INDUSTRIAL CORP.	USA	PACTIV CORPORATION		100	3,291 COMMON STOCK AND 296.24 PREFERRED STOCK SERIES A
PACTIV CORPORATION	USA	REYNOLDS GROUP HOLDINGS INC.		100	1,000 COMMON STOCK
PACTIV FACTORING LLC	USA	PACTIV CORPORATION		100	N/A

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
PACTIV GERMANY HOLDINGS, INC.	USA	PACTIV CORPORATION		100	200 COMMON STOCK
PACTIV INTERNATIONAL HOLDINGS INC.	USA	PACTIV CORPORATION		100	200 COMMON STOCK
PACTIV MANAGEMENT COMPANY LLC	USA	PACTIV CORPORATION		100	N/A
PACTIV NA II LLC	USA	PACTIV CORPORATION		100	N/A
PACTIV RETIREMENT ADMINISTRATION LLC	USA	PACTIV FACTORING LLC		100	N/A
PACTIV RSA LLC	USA	PACTIV FACTORING LLC		100	N/A
PCA WEST INC.	USA	PACTIV CORPORATION		100	200 COMMON STOCK
PRAIRIE PACKAGING, INC.	USA	PACTIV CORPORATION		100	1,000 COMMON STOCK
PWP HOLDINGS, INC.	USA	PACTIV CORPORATION		100	1,000 COMMON STOCK
PWP INDUSTRIES, INC.	USA	PWP HOLDINGS, INC.		100	100 COMMON STOCK
REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.	USA	REYNOLDS GROUP HOLDINGS INC.		100	2,000 COMMON STOCK
REYNOLDS CONSUMER PRODUCTS, INC.	USA	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.		100	100 COMMON STOCK
REYNOLDS FLEXIBLE PACKAGING INC.	USA	REYNOLDS PACKAGING INC.		100	2,000 COMMON STOCK
REYNOLDS FOIL INC.	USA	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.		100	2,000 COMMON STOCK
REYNOLDS FOOD PACKAGING LLC	USA	REYNOLDS PACKAGING INC.		100	N/A
REYNOLDS GROUP HOLDINGS INC.	USA	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.R.L.		100	1,000 COMMON
REYNOLDS GROUP ISSUER INC.	USA	REYNOLDS GROUP HOLDINGS INC.		100	1,000 COMMON
REYNOLDS GROUP ISSUER LLC	USA	REYNOLDS GROUP HOLDINGS INC.		100	N/A

COMPANY	COUNTRY OF INCORPORATION	SHAREHOLDER	%		ISSUED CAPITAL
REYNOLDS PACKAGING INC.	USA	REYNOLDS GROUP HOLDINGS INC.		100	2,000 COMMON STOCK
REYNOLDS PACKAGING KAMA INC.	USA	REYNOLDS PACKAGING INC.		100	1,000 COMMON STOCK
REYNOLDS PACKAGING LLC	USA	REYNOLDS PACKAGING INC.		100	N/A
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.	USA	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.		100	100 COMMON STOCK
REYNOLDS SERVICES INC.	USA	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.		100	1,000 COMMON STOCK
SIG COMBIBLOC INC.	USA	SIG HOLDING USA INC.		100	35,000 CLASS A COMMON STOCK AND 23,500 6% CUMULATIVE PREFERRED STOCK
SIG HOLDING USA, INC.	USA	SIG COMBIBLOC GROUP AG		100	1,000 SHARES OF CAPITAL STOCK
SOUTHERN PLASTICS, INC.	USA	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.		100	15,000 CLASS A COMMON STOCK
THE CORINTH AND COUNCE RAILROAD COMPANY	USA	PACTIV CORPORATION		100	3,600 COMMON STOCK
ULTRA PAC, INC.	USA	REYNOLDS PACKAGING INC.		100	1,064 COMMON STOCK
ECLIPSE CLOSURES, LLC (c)	USA	CLOSURE SYSTEMS INTERNATIONAL INC.		49	N/A
ALUSUD VENEZUELA S.A.	VENEZUELA	CSI LATIN AMERICAN HOLDINGS CORPORATION		100	1,154,262 SHARES
SIG VIETNAM LTD.	VIETNAM	SIG VIETNAM BETEILIGUNGS GMBH		100	N/A

Schedule 3.09

to the Third Amended and Restated Credit Agreement

Litigation

None.

Schedule 3.17

to the Third Amended and Restated Credit Agreement

Environmental Matters

None.

Schedule 3.18

to the Third Amended and Restated Credit Agreement

Insurance

RGHI / RGHL Summary of Material Local Insurance as at August 9, 2011

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
General Liability	Reynolds Group Holdings, Inc.	Commercial General Liability USD 1,000,000 each occurrence Damage Rented Premises USD 1,000,000 Medical Expense USD 5,000 Personal and Advertising Injury USD 1,000,000 General Aggregate Limit (other than Products / Completed Operations) USD 10,000,000 Products / Completed Operations Aggregate Limit USD 4,000,000	USD 1,000,000 per occurrence	Ace American Insurance Company
International Liability	Reynolds Group Holdings Limited	General Aggregate Limit USD 4,000,000 Products-Completed Operations USD 4,000,000 Personal and Advertising Injury USD 2,000,000 Each Occurrence USD 2,000,000 Premises Damage USD 1,000,000 Medical Expenses USD 50,000 any one person Employee Benefits Liability USD 1,000,000 Contingent Auto Liability USD 2,000,000 per occurrence Foreign Voluntary Workers Compensation: Statutory Bodily Injury by Accident USD 2,000,000 each accident Bodily Injury by Disease USD 2,000,000 Bodily Injury by Disease USD 2,000,000 each employee	Self Insured Retention USD500,000 per occurrence for all products and services offered by Closure Systems International Employee Benefits Liability USD 1,000	Ace American Insurance Company

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
Workers Compensation	Reynolds Group Holdings, Inc.	Part One: Statutory Part Two: Bodily Injury by Accident USD 1,000,000 each accident Bodily Injury by Disease USD 1,000,000 Policy Limit Bodily Injury by Disease USD 1,000,000 each employee Part Three applies to all States except ND, OH, WA, WY	USD 1,000,000 each accident	Ace American Insurance Company & Indemnity Insurance Co. of North America
Automobile Liability	Reynolds Group Holdings, Inc.	Liability USD 2,000,000 Medical Payments USD 5,000 Personal Injury Protection Stat & Reject Uninsured Motorist Stat Min/Reject Underinsured Motorist Stat Min/Reject	USD 1,000,000	Ace American Insurance Company

SIG Summary of Material Local Insurance as at August 9, 2011

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
General Liability	SIG Combibloc Group Limited	USD 50,000,000 per occurrence and in the aggregate for all losses combined. Limit of indemnity of local policies (USD or equivalent): USA: $5,000,000 Combined single limit each occurrence and in the aggregate All Other Countries: Sales Companies: $2,000,000 Combined single limit each occurrence and in the aggregate Producing Companies: $2,000,000 Combined single limit each occurrence and in the aggregate	General Deductible USD 50,000 Each Occurrence Special Deductibles: Buildings/Premises USD 10,000 Leasehold Property USD 10,000 Excess Automobile Liability USD 10,000 Incidental Risks USD 10,000 Personal Liability USD 100 (The equivalent deductible of the Master Contract will apply for the issued local policies)	AXA Corporate Solutions

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
Employment Practices Liability	SIG Combibloc Group AG	CHF 5,000,000 each claim and in the aggregate USD 2,300,000 Sublimit in USA	USA, Canada or based on law applicable in the USA or Canada CHF 150,000 per loss Mass / class/ multiparty litigation CHF 300,000 per loss Rest of World CHF 50,000 Punitive Damages CHF 150,000 per loss	Zurich Insurance Company Limited
Workers Compensation & Employers liability (USA)	SIG Combibloc	Workers Compensation: Per state legislation Employers Liability: Bodily Injury by Accident USD 1,000,000 each accident Bodily Injury by Disease USD 1,000,000 policy limit Bodily Injury by Disease USD 1,000,000 each employee	Nil	ACE Property & Casualty Insurance Company
Automobile Liability	SIG Combibloc Inc.	Liability USD 1,000,000 Medical Payments USD 5,000 Personal Injury Protection Stat & Reject Uninsured Motorist Stat Min/Reject Underinsured Motorist Stat Min/Reject	USD2,500/1,000	Ace American Insurance Company

Summary of Material Global Insurance as at August 9, 2011

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
Material Damage & Business Interruption	Rank Group Limited and its Subsidiaries and its Sister Companies as per the Schedule No. 1 and any Subsidiary Company thereof and any other organization or entity under the control of the Insured’s named above and over which it is exercising active management.	USD 850,000,000 any one loss	USD 7,000,000 any one loss	Carter Holt Harvey Insurance Limited 100% reinsured as follows: Various Europe Insurers 42.5% Vero Insurance Limited 15% XL Group 15% HDI Gerling 12.5% ACE Insurance Limited 9% Chartis Insurance 6%
Directors and Officers Liability	Rank Group Limited, its Subsidiaries, its Sister Companies as listed in Schedule A (“Sister Companies”) and the Subsidiaries of each of the Sister Companies but excluding those companies listed in Schedule B (“Dormant Companies”).	USD 150,000,000	Directors and Officers -Nil Company Reimbursement - US $250,000 each & every claim worldwide excluding USA/Canada US $500,000 each & every claim USA/Canada Company Securities - US $500,000 each & every claim	Primary Chartis Insurance 1st Excess Zurich Insurance Plc (UK) 2nd Excess Allianz Australia Insurance Ltd 3rd Excess Ace Insurance Ltd 4th Excess Liberty International Underwriters 5th Excess Chubb Insurance Company of Australia 6th Excess Axis Specialty Europe Ltd 7th Excess Zurich Insurance Plc (UK)

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
Personal Accident & Business Travel	Rank Group Limited and its Subsidiaries and its Sister Companies as per the Schedule No. 1 and any Subsidiary Company thereof and any other organization or entity under the control of the Insured’s named above and over which it is exercising active management.	USD 20,000,000 in the Aggregate Extra Territorial Workers Compensation USD 2,000,000 Charter/Non-Scheduled Flights USD 2,000,000 War Risk USD 1,000,000	Nil	Accident & Health International Underwriting Pty Ltd
Marine Transit	Rank Group Limited and its Subsidiaries and its Sister Companies as per the Schedule No. 1 and any Subsidiary Company thereof and any other organization or entity under the control of the Insured’s named above and over which it is exercising active management.. (Note Pactiv has elected not to insure Marine Transit Insurance).	USD15,000,000 (or equivalent in any other currency) any one conveyance, location in the ordinary course of transit or (in respect of parcel post) package.	Global sendings have various deductibles, per entity. Inland USA shipments – USD 100,000 however claims exceeding USD 100,000 payable in full by Chartis Cover includes DIC/DIL Buyers and Sellers Interest in respect to claims under USD 100,000 SIG Holdings AG – USD 50,000 All Assureds - Employee Relocations USD 100 – wholly internal within countries USD 250 – Overseas except for USD 500 – Motor Vehicles (containerised) USD 1,000 – Motor Vehicles (otherwise) All other sendings not mentioned above – Nil	Chartis Insurance

Policy	Named Insured	Limit of Indemnity	Deductible	Insurer
Umbrella & Excess Umbrella Program	Rank Group Limited as per Underlying insurances arranged for: Carter Holt Harvey Limited, Evergreen Packaging Inc, Reynolds Packaging Company Inc, SIG Combibloc Group AG (f.k.a. SIG Holding AG), Pactiv Corporation	Primary USD 25M excess Primary 1st Excess USD 25M excess USD 25M 2nd Excess USD 25M excess USD 50M 3rd Excess USD 25M excess USD 75M 4th Excess USD 25M excess USD 100M 5th Excess USD 50M excess USD 125M 6th Excess USD 25M excess USD 175M 7th Excess USD 50M excess USD 200M 8th Excess USD 50M excess USD 250M USD 300,000,000 Limits in Total	Self Insured Retention USD 10,000	Primary Umbrella Layer Chartis Insurance Company 1st Excess Umbrella Layer XL Insurance 2nd Excess Umbrella Layer Chubb Insurance 3rd Excess Umbrella Layer Great American 4th Excess Umbrella Layer Zurich Insurance 5th Excess Umbrella Layer AWAC 6th Excess Umbrella Layer Great American Insurance Group 7th Excess Umbrella Layer Chartis Insurance 8th Excess Umbrella layer Endurance 50% and Arch 50%.

Schedule 3.19(a)

to the Third Amended and Restated Credit Agreement

UCC Filing Offices

Grantor	State	Filing Office
Graham Packaging PX, LLC Graham Packaging PX Company	CA	California Secretary of State Uniform Commercial Code 1500 11th Street, Room 255 Sacramento, CA 95814
Bakers Choice Products, Inc. BCP/Graham Holdings L.L.C. Blue Ridge Holding Corp. Blue Ridge Paper Products Inc. Closure Systems International Americas, Inc. Closure Systems International Holdings Inc. Closure Systems International Inc. Closure Systems International Packaging Machinery Inc. Closure Systems Mexico Holdings LLC CSI Mexico LLC CSI Sales & Technical Services Inc. Evergreen Packaging Inc. Evergreen Packaging International (US) Inc. Evergreen Packaging USA Inc. GPACSUB LLC GPC Capital Corp. I GPC Capital Corp. II GPC Holdings LLC GPC Opco GP LLC GPC Sub GP LLC Graham Packaging Acquisition Corp. Graham Packaging Company Inc. Graham Packaging Company, L.P. Graham Packaging GP Acquisition LLC Pactiv LLC Graham Packaging LC, L.P. Graham Packaging LP Acquisition LLC Graham Packaging PET Technologies Inc. Graham Packaging Plastic Products Inc. Graham Packaging PX Holding Corporation Graham Packaging Regioplast STS Inc. Pactiv Germany Holdings, Inc. Pactiv International Holdings Inc. Pactiv Management Company LLC PCA West Inc. Prairie Packaging, Inc.	DE	Delaware Secretary of State Department of Corporations Uniform Commercial Code Division 401 Federal Street Dover, DE 19901

Grantor	State	Filing Office
PWP Industries, Inc. RenPac Holdings Inc. Reynolds Consumer Products Holdings LLC Reynolds Presto Products Inc. Reynolds Consumer Products Inc. Reynolds Flexible Packaging Inc. Reynolds Food Packaging LLC Reynolds Group Holdings Inc. Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Manufacturing, Inc. Reynolds Services Inc. Reynolds Packaging Holdings LLC Reynolds Packaging Kama Inc. Reynolds Packaging LLC SIG Holding USA, LLC SIG Combibloc Inc.
Ultra Pac, Inc.	MN	Minnesota Office of the Secretary of State Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St. Paul, MN 55103
Newspring Industrial Corp	NJ	Department of Treasury of the State of New Jersey, UCC Section
BRPP, LLC	NC	If the filing is sent via mail, the UCC filing address is as follows: NC Secretary of State The Uniform Commercial Code Section PO Box 29626 Raleigh, NC 27626-0626 If the filing is sent via overnight courier, the UCC filing address is as follows: NC Secretary of State Uniform Commercial Code Section 2 South Salisbury St Raleigh NC 27601-2903
Southern Plastics Inc.	LA	East Baton Rouge Clerk of Court PHYSICAL LOCATION: Governmental Building 222 St. Louis St. Baton Rouge, LA 70802

Grantor	State	Filing Office
		MAILING ADDRESS: Attention: Recording Department (1st Floor) P.O. 1991 Baton Rouge, LA 70821-1991 UCC-1 financing statements can be filed with the clerk of court of any Louisiana parish. UCC-3 filings have to be filed in the same parish in which the UCC-1 was filed.
Graham Packaging Holdings Company Graham Recycling Company, L.P.	PA	Pennsylvania Department of State Uniform Commercial Code Section 401 North Street Room 206 Harrisburg, PA 17120
Graham Packaging Minster LLC	OH	Ohio Secretary of State Uniform Commercial Code Division 180 East Broad Street, 16th Floor Columbus OH 43215
Graham Packaging West Jordan, LLC	UT	Utah Department of Commerce Division of Corporations and Commercial Code 160 East, 300 South, 2nd Floor Salt Lake City, UT 84111
Closure Systems International B.V. Beverage Packaging Holdings (Luxembourg) III S.àr.l. SIG Combibloc Group AG	DC	District of Columbia Government Recorder of Deeds 1101 4th Street, SW, 5th Floor Washington DC 20024

Other filings or actions:

1. The execution and delivery to the Collateral Agent of Deposit Account Control Agreements and Security Account Control Agreements (as such terms are defined in the U.S. Collateral Agreement), as applicable, in accordance with the terms of the U.S. Collateral Agreement.

2. The filing and/or recordation of Mortgages as described in Section 3.19(c) of this Agreement.

3. The taking of the actions required by Article III of the U.S. Collateral Agreement (or that would be so required in the absence of the monetary thresholds set forth therein).

4. The taking of any action required by applicable law with respect to contracts, accounts or receivables on which the United States government or any department, agency or instrumentality thereof is the obligor or with respect to property and assets subject to any rights reserved in favor of the United States government.

Schedule 3.19(c)

to the Third Amended and Restated Credit Agreement

Post-Closing Mortgage Amendments

Mortgage amendments need to be recorded as contemplated in Amendment No. 7 for the Mortgages to secure the U.S. Term Loans and the European Term Loans.

Schedule 3.19(d)

to the Third Amended and Restated Credit Agreement

Foreign Pledge Agreement Filing Requirements

Australia

Registration may be required in respect of security interests:

(a) granted by Loan Parties that are incorporated in any jurisdiction of Australia or registered under Part 5B.2 of the Corporations Act 2001 (Cth); and

(b) for the purposes of the Personal Property Securities Act 2009 (Cth), granted in respect of goods or property located in Australia or where the grantor of the security interest is an Australian entity.

Hungary

Registration with (i) the relevant Hungarian court of registration is required in order to perfect quota charges granted over the ownership interests in Hungarian incorporated Loan Parties; and (ii) the central registry of fixed charges and floating charges kept and maintained by the Chamber of Hungarian Public Notaries is required in order to perfect floating charges and fixed charges granted by Hungarian incorporated Loan Parties.

Mexico

Registration of the floating lien pledge agreements with the Public Registry of Commerce is required to be effective before third parties.

The Netherlands

A Dutch law pledge over receivables, a pledge of IP rights and a pledge of moveable must be registered with the Belastingdienst Ondernemingen in order to be valid and enforceable. Under a pledge of bank accounts, a pledge of intercompany receivables and a pledge of insurance rights, notice must be given of the pledge to the respective debtors thereunder for the security that is created thereby to be valid and enforceable. In addition, a pledge of IP rights must be registered with all relevant IP registers in order to be enforceable against third parties. A deed of mortgage of real estate must be registered with the Land Registry (Kadaster) in order to be valid and enforceable.

United Kingdom

Registration with Companies House is required in order to perfect certain types of security interest granted by English incorporated Loan Parties.

Schedule 3.20

to the Third Amended and Restated Credit Agreement

Material Owned Real Property

UNITED STATES OF AMERICA

Site Name / Address	Property Owner
15101 Lake Forest Drive Covington, GA 30014 USA	Pactiv Corporation
1900 West Field Court Lake Forest, IL 60045 USA	Pactiv Corporation
1100 Taylor Road Romeoville, IL 60446 USA	Pactiv Corporation
5250 North Street Canandiaigua, NY 14424 USA	Pactiv Corporation
3000 Pegasus Drive Temple, TX 76501-6682 USA	Pactiv Corporation

GERMANY

Site Name / Address	Property Owner
Rurstraße 58 Linnich, NRW 52441 Germany	SIG Combibloc GmbH

THAILAND

Site Name / Address	Property Owner
33 Moo 4 Pluakdaeng Rayong, 21140 Thailand	SIG Combibloc Ltd.

Schedule 6.01

to the Third Amended and Restated Credit Agreement

Existing Indebtedness

1. Pactiv Corporation’s 5.875% Notes due 2012, in principal amount of $249.3 million, issued pursuant to the Pactiv Base Indenture.

2. Pactiv Corporation’s 8.125% Debentures due 2017 in principal amount of $299.7 million, issued pursuant to the Pactiv Base Indenture.

3. Pactiv Corporation’s 6.400% Notes due 2018 in principal amount of $15.7 million, issued pursuant to the Pactiv Base Indenture.

4. Pactiv Corporation’s 7.95% Debentures due 2025, in principal amount of $276.4 million, issued pursuant to the Pactiv Base Indenture.

5. Pactiv Corporation’s 8.375% of Senior Notes due 2027, in principal amount of $200.0 million, issued pursuant to the Pactiv Base Indenture.

Schedule 6.01(r)

to the Third Amended and Restated Credit Agreement

Company Reorganization Indebtedness

Part 1

Closure Systems International Deutschland GmbH will have an amount of US$800,000 owing to Closure Systems International Holdings (Germany) GmbH.

Part 4

Step 2

• The repayment of €1,064,000,000 of profit participating bonds owing by SIG Finance (Luxembourg) S.àr.l. to SIG Asset Holdings Ltd.

• Creation of a €610 million loan or profit participating bond owing to SIG Asset Holdings Ltd by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

• Creation of a €454 million loan owing to SIG Asset Holdings Ltd by SIG Austria Holding GmbH.

Step 3

• Assignment by way of a capital return of loans owing to SIG Asset Holdings Ltd referred to in Step 2.

• Creation of a €610 million loan or profit participating bond owing to SIG Combibloc Group AG by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

• Creation of a €454 million loan owing to SIG Combibloc Group AG by SIG Austria Holding GmbH.

Step 4

• Transfer by way of dividends of the loans owing to SIG Combibloc Group AG referred to in Step 3 resulting in the repayment of the loan owing by Beverage Packaging Holdings (Luxembourg) III S.àr.l.

• Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) III S.àr.l. by SIG Austria Holding GmbH.

Step 5

• Beverage Packaging Holdings (Luxembourg) III S.àr.l. repays existing profit participating bonds by transferring the loan owed by SIG Austria Holdings GmbH.

• Creation of a €454 million loan owing to Beverage Packaging Holdings (Luxembourg) I SA by SIG Austria Holding GmbH.

Part 5

Step 1

• Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Holdings (UK) Ltd.

Step 2

• Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Finanz AG.

Step 3

• Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to SIG Combibloc Group AG.

Step 4

• Creation of a £28 million loan owed by SIG Euro Holding AG & Co. KGaA to Beverage Packaging Holdings (Luxembourg) III S.àr.l.

Part 6

Step 1

• Creation of a €200 million loan owed by SIG allCap AG to SIG Finanz AG.

Step 2

• Creation of a €200 million loan owed by SIG allCap AG to SIG Combibloc Group AG.

Step 3

• Creation of a €200 million loan owed by SIG allCap AG to Beverage Packaging Holdings (Luxembourg) III S.àr.l.

Part 7

Step 1

• Creation of loans owing to a group entity to be determined by SIG Combibloc Argentina S.R.L. and SIG Combibloc Chile Limitada for amounts to be determined.

Step 2

• Creation of a loan of US$26.1 million owed by SIG Combibloc Argentina S.R.L. to CSI Latin American Holdings Corporation.

• Creation of a loan of US$36.3 million owed by SIG Combibloc Chile Limitada to CSI Latin American Holdings Corporation.

Step 3

• Repayment of the loans owing to CSI Latin American Holdings Corporation referred to Step 2 by the transfer of existing liabilities.

• Creation of a loan of US$26.1 million owed by Alusud Argentina S.R.L. to SIG Combibloc Argentina S.R.L.

• Creation of a loan of US$36.3 million owed by Alusud Embalajes Chile Limitada to SIG Combibloc Chile Limitada.

Step 5

• Creation of a loan owing to CSI Latin American Holdings Corporation by Closure Systems International B.V.

Schedule 6.02

to the Third Amended and Restated Credit Agreement

Existing Liens

1. Japanese property mortgages provided by Closure Systems International Japan, Limited (i) with a value up to JPY200 million, in favor of Mizuho Bank and (ii) with a value up to JPY200 million, in favor of Shinsei Bank.

2. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on December 21, 2005.

3. Security Assignment between SIG Combibloc Limited and Fortis Lease UK Limited created on March 30, 2006.

4. Assignment of Deposit between SIG Combibloc Limited and Fortis Lease UK Limited created on June 10, 2008.

5. Quebec conventional hypothec without delivery in the amount of $2,185,000.00 granted on March 4, 2010 by Emballage Alimentaire Reynolds Canada Inc./Reynolds Food Packaging Canada Inc. (a predecessor of Pactiv Canada Inc.) in favour of Banque Royale du Canada. ¹

¹  Note: This entity amalgamated with certain of its subsidiaries on July 1, 2011 and continues as the amalgamated entity, “Pactiv Canada Inc.”

Schedule 6.04(l)

to the Third Amended and Restated Credit Agreement

Existing Investments

Subordinated loan from Holdings to Rank Group Limited pursuant to a Loan Agreement dated February 15, 2008.

Schedule 6.06(b)

to the Third Amended and Restated Credit Agreement

Existing Encumbrances

None.

Schedule 6.07

to the Third Amended and Restated Credit Agreement

Transactions with Affiliates

See Project Swing Steps Plan & Structure Chart slides in Schedule 1.01(f) and Company Post-Closing Reorganization slides in Schedule 1.01(b).

Schedule 6.16

to the Third Amended and Restated Credit Agreement

Specified Negative Covenants for Certain Subsidiaries

Germany:

(a) Notwithstanding the introductory paragraph of Article VI (but without prejudice to the performance of any of the obligations under Article VI by any Loan Party other than a German Loan Party (as defined below)), the covenants set forth in Sections 6.05 (Mergers, Consolidations, Sales of Assets and Acquisitions), 6.06 (Restricted Payments; Restrictive Agreements), 6.07 (Transactions with Affiliates) and 6.08 (Conduct of Business) of the Agreement (as amended from time to time, the “Relevant German Restrictive Covenants”) are not and shall not be given by any Loan Party organized in Germany (each, a “German Loan Party”) other than as provided in this Schedule 6.16.

(b) Notwithstanding paragraph (a),

(i) if any German Loan Party or any of its subsidiaries organized in Germany (the German Loan Parties and each of their respective subsidiaries organized in Germany, the “German Group”) proposes to take or permit any action or circumstance that, if all the Relevant German Restrictive Covenants had been in force with respect to such German Loan Party, would constitute a breach of any of the Relevant German Restrictive Covenants by a member of the German Group, such German Loan Party shall give not less than 20 Business Days’ prior written notice of such action or circumstance to the Administrative Agent, and upon receipt of any such notice, the Administrative Agent shall promptly provide notice thereof to each Lender;

(ii) the Administrative Agent shall be entitled, within 10 Business Days of receipt of such notice, to request that the relevant German Loan Party supply the Administrative Agent such further relevant information (including a sufficient number of copies of such information) as the Administrative Agent, in its reasonable discretion, may consider necessary for the purposes of this Schedule 6.16 and such German Loan Party shall supply such further information promptly, and in any event within 10 Business Days following the date of request therefor;

(iii) if any Lender considers that the relevant action or circumstance (taken alone or together with other actions or circumstances, whether or not permitted hereunder) may have a Material Adverse Effect or materially and adversely affects such Lender’s interests as a Lender under the Loan Documents, it may so notify the Administrative Agent in writing;

(iv) if, within 10 Business Days after the later of (A) receipt by the Administrative Agent of a notice pursuant to clause (i) above and (B) if (x) additional information requested pursuant to clause (ii) above has been received by the Administrative Agent within the prescribed time, the date of such receipt or (y) additional information requested pursuant to clause (ii) above has not been received by the Administrative Agent within the prescribed time, the tenth day following such request, the Administrative Agent has received notices pursuant to clause (iii) above from Lenders which constitute the Required Lenders, the Administrative Agent shall promptly notify the German Loan Party and the Lenders; and

(v) if the Administrative Agent gives notice to a German Loan Party pursuant to clause (iv) above or the relevant action is undertaken or circumstance is permitted prior to the date two Business Days after the latest time for the receipt by the Administrative Agent of notices pursuant to clause (iv) above, the undertaking of the relevant action or permitting of the relevant circumstances shall immediately be deemed to constitute an Event of Default; provided that, for the avoidance of doubt, no failure of any German Loan Party to duly perform or comply with any obligation under a Relevant German Restrictive Covenant shall of itself constitute an Event of Default.

(c) If, in the opinion of the Administrative Agent or the Required Lenders, any of the measures referred to in the Relevant German Restrictive Covenant when implemented by a member of the German Group would negatively affect the risk assessment of the Lenders in respect of the ability of the relevant German Loan Party to perform its obligations under the Loan Documents, Holdings will ensure that the relevant German Loan Party will, to the fullest extent legally permissible, provide additional security (in form and substance satisfactory to the Administrative Agent) to the Bank Secured Parties as soon as possible but in any event within 20 Business Days following a request for the same by the Administrative Agent.

Austria:

(a) Notwithstanding the introductory paragraph of Article VI of (but without prejudice to the performance of any obligation under Article VI by any Loan Party other than an Austrian Loan Party (as defined below)), the covenants set forth in Sections 6.02 (Liens), 6.05 (Mergers, Consolidations, Sales of Assets and Acquisitions) and 6.08 (Conduct of Business) of the Agreement (as amended from time to time, the “Relevant Austrian Restrictive Covenants”) shall not apply to any Loan Party organized in Austria (each, an “Austrian Loan Party”), other than as provided in this Schedule 6.16.

(b) Any Austrian Loan Party shall give the Administrative Agent not less than 10 Business Days’ prior written notice of its intention to take, or omit to take, any act or step which, but for paragraph (a) above, would be restricted or prohibited under the Relevant Austrian Restrictive Covenants and shall provide to the Administrative Agent any relevant information in connection with such proposed action or step referred to in such notice.

(c) The Agent shall be entitled, within 10 Business Days following receipt of such notice, to request such further relevant information as it may consider reasonably necessary for the purposes of this Schedule 6.16, if it reasonably considers that such further information is required to assess whether or not to exercise its rights under this Schedule 6.16, and such Austrian Loan Party shall supply such further information to the Administrative Agent following such request.

(d) The Administrative Agent shall notify such Austrian Loan Party within 10 Business Days following receipt of a notice given under paragraph (b) above (or, if additional information has been requested pursuant to paragraph (c) above, not later than 10 Business Days following the Administrative Agent’s confirmed receipt of such additional information but in no event later than 25 Business Days following receipt by the Administrative Agent of the notice referred to in paragraph (b) above), whether the proposed act or step, or omission to take an act or step, referred to in that notice could reasonably be expected to give rise to a Material Adverse Effect.

(e) If the Administrative Agent notifies such Austrian Loan Party in accordance with paragraph (d) above and within the time limits set forth in paragraphs (c) to (d) above that the act or step, or omission to take an act or step, referred to in such notice given pursuant to paragraph (b) above could reasonably be expected to give rise to a Material Adverse Effect and such Austrian Loan Party nevertheless takes such act or step, or omits to take such act or step, the Administrative Agent shall be entitled to give any notice, or exercise any right or power, it would otherwise be entitled to give or exercise under Article VII (Events of Default).

Schedule 9.20

to the Third Amended and Restated Credit Agreement

Stamp Duty Guidelines

1. Introduction

1.1 These stamp duty guidelines (the “Guidelines”) shall apply to all written communication of the parties to this Agreement of which this Schedule 9.20 forms part.

1.2 In these Guidelines, unless a contrary indication appears a term defined in the Agreement (including by way of reference) has the same meaning when used in these Guidelines.

2. Guidelines for Written Communication

2.1 Signed written communication that records or otherwise provides evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the relevant communication, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be made from an address outside of the Republic of Austria to an address outside of the Republic of Austria. For the avoidance of doubt, e-mails where the server on which such e-mails will be received or from which such e-mails will be sent is located in the Republic of Austria (e.g. this may be indicated by an e-mail address having a country code top level domain “.at”) or other e-mail addresses where the person sending or the person receiving such e-mail have their ordinary workplace (Arbeitsplatz) in the Republic of Austria must not be signed (see also clause 2.2. and 2.3. below).

2.2 Letters that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the letter, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria in the following format (provided that no Stamp Duty Sensitive Document is attached):

[party’s letterhead]

Dear.,

[text of message]

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

2.3 E-mails and fax messages that record or otherwise provide evidence of a transaction (Rechtsgeschäft) contemplated by, or referenced in, any Loan Document, whether in the body of the e-mail or fax, a schedule, an attachment, an annex or an appendix referred to therein or incorporated by reference (Bezugnahme), may only be brought or sent into, or produced in, the Republic of Austria if in the following format (provided that no Stamp Duty Sensitive Document is attached):

Dear.,

[text of message].

Kind regards

NO SIGNATURE OF SENDING PARTY (WHETHER MANUSCRIPT, DIGITAL OR ELECTRONIC)

NO CONTACT DETAILS OR OTHER AUTOMATICALLY GENERATED FOOTERS THAT REFER TO A PARTY

DO NOT ATTACH A STAMP DUTY SENSITIVE DOCUMENT CONFIDENTIALITY NOTICES AND OTHER FOOTERS ALLOWED

In addition, the footer of such e-mails must not contain the company name, contact details or any other information allowing identification of the sender. The company name, contact details etc. of the original sender of a reply or forwarded message need not be deleted.

Schedule 10.03

to the Third Amended and Restated Credit Agreement

Limitations on Guarantees and Certain Waivers

SECTION 1. Limitations on Guarantees Granted by Dutch Guarantors.

Notwithstanding any provision of the Agreement or any other Loan Document, the obligations of any Loan Party organized in The Netherlands (each, a “Dutch Guarantor”) expressed to be assumed in the Agreement or the other Loan Documents shall be deemed not to be assumed by such Dutch Guarantor to the extent that such assumption would constitute unlawful financial assistance within the meaning of Article 2:207c or 2:98c of the Dutch Civil Code or any other applicable financial assistance rules of any relevant jurisdiction (the “Prohibitions”), and the provisions of the Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that each Dutch Guarantor will continue to guarantee all obligations expressed to be guaranteed in the Agreement and other Loan Documents, to the extent that such obligations do not constitute a violation of the Prohibitions.

SECTION 2. Limitations on Guarantees Granted by Swiss Guarantors.

Notwithstanding any provision of the Agreement or any other Loan Document, if the obligations expressed to be assumed in the Agreement or the other Loan Documents are assumed by any Loan Party organized, or for tax purposes resident, in Switzerland (each, a “Swiss Guarantor”), such Swiss Guarantor shall:

(a) only be liable for obligations contained in the Agreement or under the other Loan Documents (including, any restructuring of such Swiss Guarantor’s rights of set-off and/or subrogation and its duties to subordinate claims) to the extent that the payment of such obligations does not constitute a repayment of capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich geschuetzte Reserven) or a payment of a (constructive) dividend prohibited to be made by such Swiss Guarantor by the Swiss Federal Code of Obligations and in the maximum amount of its profits available for the distribution of dividends on the date on which such Swiss Guarantor’s obligations hereunder are due (it being understood that such available profits are the balance sheet profits and any free reserves made for this purpose, in each case, in accordance with the relevant Swiss law); provided that the forgoing limitations do not apply to obligations incurred by (a) any Swiss Guarantor (i) incurred as Borrower under the Agreement, (ii) incurred as borrower under any agreement pursuant to which a Local Facility is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed as Cash Management Obligations, provided the Swiss Guarantor is a beneficiary of the Cash Management Services causing such Cash Management Obligations or (v) incurred as a party to and beneficiary under any Additional Agreement (as defined in the First Lien Intercreditor Agreement) or (b) any direct or indirect subsidiary of a Swiss Guarantor (a “Swiss Guarantor’s Subsidiary”) (i) incurred as Borrower under the Agreement, (ii) incurred as borrower under any

agreement pursuant to which a Local Facility is made available, (iii) incurred as a party to and beneficiary under any Hedging Agreement, (iv) owed as Cash Management Obligations (provided the Swiss Guarantor’s Subsidiary is a beneficiary of the Cash Management Services causing such Cash Management Obligations) or (v) incurred as a party to and beneficiary under any Additional Agreement (as defined in the First Lien Intercreditor Agreement).

(b) pass for such payments shareholders’ resolutions for the distribution of dividends in accordance with the relevant provisions of the Swiss Federal Code of Obligations then in effect (it being understood that as of the Closing Date, the profits available for the distribution of dividends as described above must be determined based on an audited balance sheet and such shareholders’ resolutions must be based on a report from the such Swiss Guarantor’s auditors approving the proposed distribution); and

(c) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of 35% (or such other rate as is in effect from time to time) and, subject to any applicable double taxation treaty and/or agreement entered into with the Swiss Federal Tax Administration:

(i) pay such deduction to the Swiss Federal Tax Administration; and

(ii) give evidence to the Administrative Agent, each Lender and/or Issuing Bank (as the case may be) of such deduction in accordance with Section 2.20 of the Agreement;

(iii) but, if such a deduction is made, not be obligated to gross-up pursuant to Section 2.20 of the Agreement to the extent that such gross-up would result in the aggregate amounts paid to the Administrative Agent, each Lender and/or each Issuing Bank (as the case may be) and the Swiss Federal Tax Administration exceeding the maximum amount of such Swiss Guarantor’s profits available for the distribution of dividends.

SECTION 3. Limitations on Guarantees Granted by Austrian Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document,

(a) any guarantee or indemnity given by or other obligation assumed by any Loan Party organized in Austria (each, an “Austrian Guarantor”) under Article X of the Agreement is meant as and is to be interpreted as an abstract guarantee agreement (abstrakter Garantievertrag) and not as surety (Bürgschaft) or joint obligation as a borrower (Mitschuldnerschaft), and such Austrian Guarantor undertakes to pay the amounts due under or pursuant to such obligation unconditionally, irrevocably, upon first demand and without raising any defenses (unbedignt, unwiderruflich, über erste Anforderung und Verzicht auf alle Einwendungen);

(b) the obligation of any Austrian Guarantor under the Agreement or any other Loan Document shall be limited so that no assumption of an obligation shall required if such assumption would violate mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian company law, including Sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock Corporation Act (Aktiengesetz); and

(c) should any obligation under the Agreement or any other the Loan Document violate or contradict Austrian capital maintenance rules and should therefore be held invalid or unenforceable, such liability and/or obligation shall be deemed to be replaced by a liability and/or obligation of a similar nature that is in compliance with Austrian capital maintenance rules and that provides the best possible security interest in favour of the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties. By way of example, should it be held that the security created under any Loan Document is contradicting Austrian capital maintenance rules in relation to any amount of the secured obligations, the security created by the respective Loan Document shall be reduced to such an amount of the secured obligations which is permitted pursuant to Austrian capital maintenance rules.

SECTION 4. Waiver and Limitations on Guarantees Granted by Thai Guarantors.

(a) Each Loan Party organized in Thailand (each, a “Thai Guarantor”) irrevocably and unconditionally waives any and all rights to avoid such Thai Guarantor’s obligations under the Guarantee in the Agreement which it may have under Sections 196, 293, 294, 684, 687, 688-690, 694 and 697-701 of the Civil and Commercial Code of Thailand, and agrees not to exercise any of its rights under Sections 693 and 696 of the Civil and Commercial Code of Thailand unless and until the Loan Parties have fully performed all their obligations under the Agreement and all of such obligations have been unconditionally, irrevocably, indefeasibly and fully paid or discharged.

(b) According to the permit under the Alien Business Act of Thailand B.E. 2542 dated May 31, 2011, granted to SIG Combibloc Ltd. (the “Existing Thai Guarantor”), the Existing Thai Guarantor is permitted to guarantee the obligations of Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., SIG Euro Holding AG & Co., KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) II S.A. and Reynolds

Group Issuer (Luxembourg) S.A. (collectively, the “Relevant Obligors”) only. Subject to clause (c) below, the guarantee provided and/or assumed by the Existing Thai Guarantor shall be limited to the debts and obligations of the Relevant Obligors, regardless of whether such debts and obligations of the Relevant Obligors are incurred by themselves or by the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other party’s debts.

(c) On the effective date of any permit under the Alien Business Act of Thailand B.E. 2542 obtained by the Existing Thai Guarantor from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand in respect of the Existing Thai Guarantor’s guarantee of the obligations of any of Reynolds Group Holdings Limited, Pactiv LLC (formerly known as Pactiv Corporation), Evergreen Packaging Inc., Reynolds Consumer Products Inc. or Beverage Packaging Holdings (Luxembourg) III S.à r.l. (each an “Additional Thai Business Permit”), the guarantee provided and/or assumed by the Existing Thai Guarantor shall extend, without any further action or other formality, to include the debts and obligations of such of Reynolds Group Holdings Limited, Pactiv LLC (formerly known as Pactiv Corporation), Evergreen Packaging Inc., Reynolds Consumer Products Inc. or Beverage Packaging Holdings (Luxembourg) III S.à r.l. as are approved in such Additional Thai Business Permit, regardless of whether such debts and obligations thereof are incurred by themselves or by the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other party’s debts. For the purpose of this clause, the effective date of each Additional Thai Business Permit means the date of payment of the fees required under such permit or other date as specifically provided in such Additional Thai Business Permit.

SECTION 5. Limitations on Guarantees Granted by German Guarantors.

If the guarantee and indemnity granted in Article X of this Agreement is given by a Loan Party incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership where the sole general partner is a GmbH (“GmbH & Co. KG”) (each, a “German Guarantor”), the following shall apply:

(a) The Bank Secured Parties shall be entitled to enforce the Guarantee against the applicable German Guarantor without limitation in respect of:

(i) any and all amounts that are owed under the Loan Documents by such German Guarantor or by any of its Subsidiaries; and

(ii) any and all amounts which correspond to funds that have been borrowed under the Loan Documents to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the applicable German Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time (in aggregate, the “Unlimited Enforcement Amount”).

(b) Besides an enforcement in respect of the Unlimited Enforcement Amount applicable to any German Guarantor pursuant to paragraph (a) above, the Bank Secured Parties shall not be entitled to enforce the Guarantee against such German Guarantor if and to the extent that:

(i) the Guarantee secures the obligations of a Loan Party that is (x) a shareholder of the German Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German Guarantor (other than the German Guarantor and its Subsidiaries); and

(ii) the enforcement would have the effect of (x) reducing such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital, of causing such amount to be further reduced and (y) would thereby lead to a violation of the capital maintenance requirement as set out in Section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), in each case, provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register on the Closing Date, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Administrative Agent.

(c) The Net Assets shall be calculated as an amount equal to the sum of the values of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) assets (consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section(3) B, C and D of the German Commercial Code), except that:

(i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that is not necessary for such German Guarantor’s business (nicht betriebsnotwendig) shall be taken into account with its market value;

(ii) obligations under loans provided to such German Guarantor by any member of the Group or any other affiliated company shall not be taken into account as liabilities as far as such loans are subordinated by law or contract at least to the claims of the unsubordinated creditors of such German Guarantor; and

(iii) obligations under loans or other contractual liabilities incurred by such German Guarantor (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) in violation of the provisions of the Loan Documents shall not be taken into account as liabilities.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall be based on the same principles that were applied by such German Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz).

It is understood that the assets of the respective German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) will be assessed at liquidation values (Liquidationswerte) if the managing directors of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)), at the time they prepare the Management Determination (as defined below) are, due to factual or legal circumstances at that time, in their opinion not able to make a positive prognosis as to whether the business of the applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) can carry on as a going concern (positive Forführungsprognose), in particular when such Guarantee is enforced.

(d) The limitations set out in paragraph (b) above shall only apply if and to the extent that:

(i) without undue delay, but not later than within 5 Business Days, following receipt of a request for payment under the Guarantee by the Administrative Agent (the “Notice”), the applicable German Guarantor shall have confirmed in writing to the Administrative Agent (x) to what extent the Guarantee is an up-stream or cross-stream Guarantee as described in clause (i) of paragraph (b) above and (y) which amount of such up-stream or cross-stream Guarantee cannot be enforced as it would cause the net assets of the applicable German Guarantor to fall below its stated share capital (taking into account the adjustments set out in paragraph (c) above) and such confirmation is supported by evidence reasonably satisfactory to the Agent (acting on behalf of the Bank Secured Parties (the “Management Determination”) and the Bank Secured Parties shall not have contested this and argued that no or a lesser amount would be necessary to maintain the German Guarantor’s stated share capital; or

(ii) within 20 Business Days following the date the Bank Secured Parties shall have contested the Management Determination, the Bank Secured Parties shall have received from the applicable German Guarantor an up-to-date balance sheet prepared by a firm of internationally recognized auditors (the “Determining Auditors”) that shows the value of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) Net Assets (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above, provided that the final sentence of paragraph (c) above shall not apply unless the Determining Auditors shall have determined in an independent assessment that the assets of applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär)) should be evaluated at liquidation values (Liquidationswerte) in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above.

If such German Guarantor fails to deliver a Balance Sheet within the aforementioned time period, the Bank Secured Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above

(e) If the Bank Secured Parties disagree with the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Balance Sheet, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which such German Guarantor is liable under the Guarantee, the Bank Secured Parties shall be entitled to pursue their claims (if any) further and such German Guarantor shall be entitled to prove that this amount is necessary for maintaining its (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (calculated as of the date the demand under the Guarantee was made).

(f) No reduction of the amount enforceable under this Section 5 of Schedule 10.03 shall prejudice the right of the Bank Secured Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

SECTION 6. Limitations on Guarantees Granted by Luxembourg Guarantors.

(a) Notwithstanding any other provisions of the Agreement or any other Loan Document, the obligations of any Guarantor incorporated in Luxembourg (the “Luxembourg Guarantor”) under (i) Section 10.01 of the Agreement, (ii) Article X of the November 2009 Senior Secured Note Indenture, (iii) Article X of May 2010 Senior Unsecured Note Indenture, (iv) Article X of the October 2010 Senior Secured Note Indenture, (v) Article X of the October 2010 Senior Unsecured Note Indenture, (vi) Article X of the February 2011 Senior Secured Note Indenture, (vii) Article X of the February 2011 Senior Unsecured Note Indenture, (viii) Article X of the August 2011 Senior Secured Note Indenture, (ix) Article X of the August 2011 Senior Unsecured Note Indenture (x) Article X of the February 2012 Senior Unsecured Note Indenture, (xi) Article X of the September 2012 Senior Secured Note Indenture and (xii) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any Loan Party that is not a direct or indirect subsidiary of such Luxembourg Guarantor (in this Schedule the “Luxembourg Guarantees”), shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg law.

(b) For the avoidance of doubt, clause (a) shall not apply to or in any way limit any security interests granted by a collateral agreement entered into by a Luxembourg Guarantor.

SECTION 7. Waiver by Guernsey Guarantors.

Any Loan Party organized in Guernsey irrevocably waives and abandons any right which it has or may at any time have under the existing or future laws of Guernsey pursuant to the principle of “droit de discussion” or otherwise, requiring that recourse be had to the assets of any party before any action is taken under the Agreement against it, and further irrevocably waives and abandons any right it has or may have at any time under the existing or future laws of Guernsey, pursuant to the principle of “droit de division” or otherwise, to require that any other party be made a party to any proceedings, or that its liability be divided or apportioned with any other party or reduced in any manner whatsoever.

SECTION 8. Waiver by Mexican Guarantors.

Any Loan Party organized in Mexico (each, a “Mexican Guarantor”) expressly acknowledges that the Guarantee is governed by the laws of the State of New York and expressly agrees that any rights and privileges that it might otherwise have under the laws of Mexico shall not be applicable to such Guarantee, including, but not limited to, any benefit of orden, excusión, división, quita, novación, espera and modificación which may be available to it under articles 2813, 2814, 2815, 2816, 2821, 2822, 2823, 2827, 2836, 2840, 2845, 2847, 2848 and 2849 of the Federal Civil Code of Mexico and the corresponding articles under the Civil Code in effect for the Federal District of Mexico

and in all other states of Mexico, and such acknowledgment and agreement are without prejudice to such Mexican Guarantor’s rights and/or privileges under the laws of New York (as such rights have been modified by and/or waived in the Loan Documents). Each Mexican Guarantor incorporated in Mexico represents that it is familiar with the contents of these articles and agrees that there is no need to reproduce them herein.

SECTION 9. Limitations on Guarantees Granted by English and Welsh Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee of any Loan Party organized in England or Wales shall not apply to any obligation to the extent that it would result in such Guarantee constituting unlawful financial assistance within the meaning of Section 678 or 679 of the Companies Act 2006 (as amended or replaced).

SECTION 10. Limitations on Guarantees Granted by Hong Kong Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee of any Loan Party organized in Hong Kong (each, a “Hong Kong Guarantor”) shall not apply to any obligation to the extent that it would result in such Guarantee constituting a breach of Section 47A (Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as amended or replaced).

SECTION 11. Limitations on Guarantees Granted by Additional Guarantors.

Notwithstanding any other provision of the Agreement or any other Loan Document, the Guarantee given by any Subsidiary that becomes a Guarantor after the Effective Date (an “Additional Guarantor”) is subject to any limitations set forth in the Guarantor Joinder Agreement applicable to such Additional Guarantor.

EXHIBIT A

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

[FORM OF]

ADMINISTRATIVE QUESTIONNAIRE

REYNOLDS GROUP HOLDINGS LIMITED

Agent Information	Agent Closing Contact
Credit Suisse AG	Fay Rollins
Eleven Madison Avenue	Tel: (212) 325-9041
New York, NY 10010	Fax: (212) 538-9120
	Desktop: (212) 743-1422
	E-Mail: fay.rollins@credit-suisse.com
Agent Wire Instructions
BANK OF NEW YORK, NY
ABA Number: 021-000-018
Account Name: CS Cayman Agency
Account Number: 8900492627

It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

Legal Name of Lender to appear in Documentation:

Signature Block Information:                                                                                                                                                 

• Signing Credit Agreement     ¨  Yes    ¨  No

• Coming in via Assignment    ¨  Yes    ¨  No

Type of Lender:                                                                                                                                                                      

(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)

Lender Parent:                                                                                                                                                                         

A-2

Contacts/Notification Methods: Borrowings,  Paydowns, Interest, Fees, etc.    

	Primary Credit Contact	Secondary Credit Contact
Name:
Company:
Title:
Address:
Telephone:
Facsimile:
E-Mail Address:

	Primary Operations Contact	Secondary Operations Contact
Name:
Company:
Title:
Address:

Lender’s Domestic Wire Instructions  

Bank Name:

ABA/Routing No.:

Account Name:

Account No.:

FFC Account Name:

FFC Account No.:

Attention:

Reference:

A-3

EXHIBIT B

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Reference is made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent, receipt of a copy of which is hereby acknowledged by the Assignee.

Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein have the meanings specified in the Third Amended and Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Third Amended and Restated Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Third Amended and Restated Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit included in such facility), (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Third Amended and Restated Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above and (iii) all of the Assignor’s rights and obligations in its capacity as a Bank Secured Party under the First Lien Intercreditor Agreement or a Senior Creditor under the Existing Intercreditor Agreement and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1. Assignor (the “Assignor”):

2. Assignee (the “Assignee”):

Assignee is an Affiliate of: [Name of Lender]

Assignee is a Related Fund of: [Name of Lender]

3. Assignee’s Address for Notices:

4. Assigned Interest:

Facility	Aggregate Amount  of Commitment/Loans of all Lenders	Amount  of Commitment/Loans Assigned	Percentage Assigned of  Commitment/ Loans
US Term Loans ($)	$	$		%
European Term Loans (€)	€	€		%
US Revolving Credit Facility ($)	$	$		%
European Revolving Credit Facility (€)	€	€		%

Effective Date:

B-2

The terms set forth in this Assignment and Acceptance are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor,
By:
	Name:
	Title:
[NAME OF ASSIGNEE], as Assignee,
By:
	Name:
	Title:

B-3

[Consented to and] Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Issuing Bank,
By:
	Name:
	Title:
By:
	Name:
	Title:

[Consented to]: [Borrower(s)][Holdings, as Loan Parties’ Agent on behalf of the Borrowers],
By:
	Name:
	Title:

B-4

[                         ], as Issuing Bank,
By:
	Name:
	Title:

B-5

Annex I

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Third Amended and Restated Credit Agreement or any of the Intercreditor Agreements, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Third Amended and Restated Credit Agreement, (iii) the financial condition of each of the U.S. Borrowers, the European Borrowers or any of the Subsidiaries or Affiliates or any other Person obligated in respect of the Third Amended and Restated Credit Agreement or (iv) the performance or observance by the U.S. Borrowers, the European Borrowers or any of their Subsidiaries or Affiliates or any other Person of any of their obligations under the Third Amended and Restated Credit Agreement or the Intercreditor Agreements.

1.2. Assignee.

(a) The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Third Amended and Restated Credit Agreement and a party to the Intercreditor Agreements in effect on the Effective Date, (ii) it satisfies the requirements, if any, specified in the Third Amended and Restated Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of (A) the Third Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender under the Third Amended and Restated Credit Agreement, (B) the First Lien Intercreditor Agreement as a Bank Secured Party thereunder and (C) the Existing Intercreditor Agreement as a Senior Creditor thereunder, (iv) it has received a copy of (A) the Third Amended and Restated Credit Agreement and (B) each of the Intercreditor Agreements in effect on the Effective Date, together with copies of the most recent financial statements referred to in Section 3.05 of the Third Amended and Restated Credit Agreement or delivered pursuant to Section 5.04 of the Third Amended and Restated Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, (v) attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 of the Third Amended and Restated Credit Agreement, duly completed and executed by the Assignee, (vi) it has received a copy of each of the German

Security Documents (as defined in the First Lien Intercreditor Agreement) of an accessory nature (the pledge agreements), is aware of their contents and hereby expressly consents to and ratifies (genehmigt) the declarations of the Collateral Agent made as representative without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of the undersigned as a Secured Party (as defined in the First Lien Intercreditor Agreement), as future pledgee in such German Security Documents, and (vii) if such assignment is for less than €50,000, Assignee is a “professional market party” (professionele marktpartij) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) including any and all decrees and regulations issued pursuant thereto.

The Assignee agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Third Amended and Restated Credit Agreement, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Third Amended and Restated Credit Agreement are required to be performed by it as a Lender, (iii) it hereby appoints and authorizes the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agents, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) it will be bound by and become a party to, as if originally named a Bank Secured Party therein, the First Lien Intercreditor Agreement.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. Place of Performance.

The parties to this Assignment and Acceptance shall perform their obligations under or in connection with this Assignment and Acceptance exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with this Assignment and Acceptance within the Republic of Austria shall not constitute a discharge or performance of such obligation or liability.

For the purposes of the above, “Place of Performance” means:

(a) in relation to any payment under or in connection with this Assignment and Acceptance, the place at which such payment is to be made pursuant to Section 2.19 of the Third Amended and Restated Credit Agreement; and

(b) in relation to any other obligation or liability under or in connection with this Assignment and Acceptance, the premises of the Administrative Agent in New York or any other place outside of Austria as the Administrative Agent may specify from time to time.

4. General Provisions. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute

2

one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York.

3

EXHIBIT C

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

[FORM OF]

BORROWING REQUEST

To: Credit Suisse AG, as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

Attention: Agency Group

[Date]

Ladies and Gentlemen:

Reference is made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“Reynolds”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (“Closure US”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation (“RCPI”), SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares (“SIG Euro”), SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung) (“SIG Austria”), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“Closure Netherlands”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (“BP III”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

[Holdings, on behalf of,¹][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] hereby requests (select one):

A Borrowing of new Loans (the “Requested Borrowing”)

[Holdings, on behalf of,][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] requests and instructs the Administrative Agent to make the Requested Borrowing available to such Borrower by (check whichever is applicable):

	depositing the same in the following account maintained with Administrative Agent:
	wire transfer in accordance with the following wiring instructions:
A conversion of Loans
A continuation of Loans
to be made on the terms set forth below:

(A)	Facility of Borrowing2
(B)	Date of Borrowing, conversion or continuation (which is a Business Day)
(C)	Principal amount
(D)	Type of Loan3
(E)	Interest Period4
(F)	Currency of Loan

The above request has been made to the Administrative Agent by telephone at [            ].

¹  Holdings may make a request and sign on behalf of any Borrower as Loan Parties’ Agent.

²  U.S. Term Loan, European Term Loan, Other Term Loan, U.S. Revolving Loan, European Revolving Loan or Other Revolving Loan.

³  Specify Eurocurrency or Alternate Base Rate.

⁴  Applicable for Eurocurrency Borrowing only.

C-2

[[Holdings, on behalf of,⁵][RGHI][Reynolds][Pactiv][Closure US][Evergreen][RCPI][BP III][SIG Euro][SIG Austria][Closure Netherlands] hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of Borrowing, the conditions to borrowing specified in Section 4.01 of the Third Amended and Restated Credit Agreement have been satisfied.]⁶

[REYNOLDS GROUP HOLDINGS LIMITED, on behalf of,]

[REYNOLDS GROUP HOLDINGS INC.]

[REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC]

[PACTIV LLC]

[CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.]

[EVERGREEN PACKAGING INC.]

[REYNOLDS CONSUMER PRODUCTS INC.]

[BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.]

[SIG EURO HOLDING AG & CO. KGAA]

[SIG AUSTRIA HOLDING GMBH]

[CLOSURE SYSTEMS INTERNATIONAL B.V.]

By:                                                                                      

Name:

Title:

⁵  Holdings may make a request and sign on behalf of any Borrower as Loan Parties’ Agent.

⁶  Insert bracketed language if the Borrower is requesting a Borrowing of new Loans.

C-3

EXHIBIT D

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

GUARANTOR JOINDER (this “Joinder”) dated as of [•], 20[•] to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschapm met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

B. The Guarantors have entered into the Third Amended and Restated Credit Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters

of Credit. Section 5.12 of the Third Amended and Restated Credit Agreement provides that additional Subsidiaries may become Guarantors under the Third Amended and Restated Credit Agreement by execution and delivery of an instrument substantially in the form of this Joinder. The undersigned Borrower or Subsidiary (the “New Guarantor”) is executing this Joinder in accordance with the requirements of the Third Amended and Restated Credit Agreement to become a Guarantor under the Third Amended and Restated Credit Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. (a) In accordance with Section 5.12 of the Third Amended and Restated Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Third Amended and Restated Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the Third Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Each reference to a “Guarantor” in the Third Amended and Restated Credit Agreement shall be deemed to include the New Guarantor. The Third Amended and Restated Credit Agreement is hereby incorporated herein by reference.

[(b)] [Include if the New Guarantor is organized in Mexico: The New Guarantor acknowledges and represents that (i) it will receive valuable direct or indirect benefits as a result of the entering into of this Joinder and the transactions contemplated by the Loan Documents; (ii) it is solvent pursuant to the terms of the Mexican Ley de Concursos Mercantiles; and (iii) it is not subject to concurso mercantil or bankruptcy (quiebra) proceedings and it has no reason to believe that it will be declared in concurso mercantil or bankrupt (quiebra).]

[(b)][(c)][Include if the New Guarantor is not organized under English law and is granting English law security: The New Guarantor has not registered one or more “establishments” (as that term is defined in Part 2 of The Overseas Companies Regulations 2009) with the Registrar of Companies or, if it has so registered, it has provided to the Administrative Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.]

SECTION 2. The New Guarantor hereby agrees to (i) be bound by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as if originally named a Guarantor therein and (ii) execute and deliver accession deeds to the Existing Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee (as defined in the Existing Intercreditor Agreement) thereunder.

SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

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SECTION 4. The New Guarantor is a company duly organized under the law of [name of relevant jurisdiction]. The guarantee of the New Guarantor giving a guarantee other than in respect of its subsidiary is subject to the following limitations:

(a) if the New Guarantor is organized in any jurisdiction set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement and is giving a guarantee other than in respect of its subsidiary, the relevant limitations set forth therein in relation to the New Guarantor shall apply; and

(b) if (i) the New Guarantor is organized in any other jurisdiction and is giving a guarantee [other than in respect of its subsidiary¹] or (ii) the New Guarantor is organized in any jurisdiction set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement, is giving a guarantee other than in respect of its subsidiary and limitations other than the relevant limitations set forth on Schedule 10.03 to the Third Amended and Restated Credit Agreement are agreed in respect of the New Guarantor, then, clause (a) above notwithstanding, [insert guarantee limitation wording for relevant jurisdiction].

SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result of the New Guarantor becoming a Guarantor under the Third Amended and Restated Credit Agreement.

SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received counterparts of this Joinder that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or other electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.

SECTION 7. Except as expressly supplemented hereby, the Third Amended and Restated Credit Agreement shall remain in full force and effect.

SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Third Amended and Restated Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall

¹  This wording is to be removed if the New Subsidiary Guarantor is organized in Spain.

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endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Third Amended and Restated Credit Agreement) be in writing and given as provided in Section 9.01 of the Third Amended and Restated Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in care of Holdings as provided in Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Administrative Agent.

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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder as of the day and year first above written.

[NAME OF NEW GUARANTOR],
by
	Name:
	Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
by
	Name:
	Title:
by
	Name:
	Title:

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EXHIBIT E

Agreed Security Principles

(A) Considerations

1. The security that will be provided in support of the Obligations (as defined in the First Lien Intercreditor Agreement) will be given in accordance with certain security principles (the “Security Principles”) set forth below.

2. The Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from the Loan Parties. However, it is acknowledged that to the extent the Security Principles conflict with the specific provisions of any Loan Document (other than those explicitly qualified by these Security Principles), the provisions of such Loan Document will prevail.

3. For purposes of the Security Principles, “value” refers to fair market value, provided that if no fair market value is readily ascertainable, value shall refer to book value determined in accordance with GAAP (as defined in the Third Amended and Restated Credit Agreement) (consistently applied), as of the date of the most recently ended fiscal quarter for which financial statements are available.

4. For the purposes of the covenants set forth in the Loan Documents, the Applicable Representative (as defined in the First Lien Intercreditor Agreement) from time to time shall make all determinations on behalf of the Secured Parties (as defined in the First Lien Intercreditor Agreement) with respect to these Security Principles.

The Security Principles are as follows:

(a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims, exchange control restrictions and similar principles may limit the ability of a Loan Party to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise; the Loan Parties will use reasonable endeavours to provide the maximum permissible credit support and to assist in demonstrating that adequate corporate benefit accrues to any relevant Loan Party;

(b) the entities required to provide guarantees and security and the extent of the perfection of such security may be limited where the Applicable Representative reasonably determines in consultation with the Loan Parties that the cost to the Loan Parties (including for the avoidance of doubt, any material tax costs to the Loan Parties taken as a whole) of providing guarantees and security is excessive in relation to the benefit accruing to the Secured Parties;

(c) any assets subject to third party arrangements which are permitted by the Loan Documents and which prevent those assets from being subject to a Lien will not be subject to a Lien in any relevant Security Document, provided that reasonable endeavours to obtain consent to such Lien shall be used by the relevant Loan Party if the relevant asset is material and if seeking such consent will not adversely affect the business of the Loan Parties or their commercial relationships;

(d) guarantees and security will not be required from companies that are not wholly owned (such term, as used throughout these Security Principles, to exclude directors’ qualifying shares and similar insignificant minority ownership interests) by any Loan Party. Where security is provided by a wholly owned subsidiary of any Loan Party (whether direct or indirect) and such subsidiary subsequently ceases to be wholly owned but remains a subsidiary, there shall be no requirement for the release of such guarantee or security;

(e) Holdings and its subsidiaries (collectively, the “Group”) will not be required to grant guarantees or enter into Security Documents if it would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer, provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle and provided further that the above limitation shall be assessed in respect of the obligations of such member of the Group under the Credit Documents (as defined in the First Lien Intercreditor Agreement) generally and not just the guarantee or security being granted by that member of the Group;

(f) neither Holdings nor any of its subsidiaries will be required to grant guarantees or enter into Security Documents where there would be a significant tax disadvantage in doing so. Without limiting the generality of the foregoing, neither Holdings nor any of its subsidiaries shall be required to give a guarantee or a pledge of its assets if such Person is (i) a “controlled foreign corporation” for U.S. federal income tax purposes, (ii) organized under the laws of the United States or any state thereof or the District of Columbia and all or substantially all of the assets of such Person consist of equity or debt of one or more Persons described in subclause (i) or this subclause (ii) or (iii) a subsidiary of a Person described in subclause (i) or (ii). In the case of a Person described in subclause (i) or (ii) of the previous sentence, in no event shall more than 65% of the total outstanding voting equity interests of such Person be required to be pledged;

(g) perfection of security, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Loan Documents therefor or (if earlier or to the extent no such time periods are specified in the Loan Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of security granted will not be required if it would have a material adverse effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course as otherwise permitted by the Loan Documents;

(h) the Collateral Agent (acting in its own right or on behalf of the relevant Secured Parties) shall be able to enforce the security granted by the Security Documents without any restriction from (i) the constitutional documents of any Loan Party, to the extent that such restrictions can be removed under relevant law, (ii) any Loan Party which is or whose assets are the subject of such Security Document (but subject to any inalienable statutory or common law rights which the Loan Parties may have to challenge such enforcement) or (iii) any shareholders of the foregoing not party to the relevant Security Document, to the extent that it is within the power of the Loan Parties to ensure that such restrictions do not apply;

(i) the maximum secured amount may be limited to minimize stamp duty, notarisation, registration or other applicable fees, taxes and duties;

(j) where a class of assets to be secured by a Loan Party includes material and immaterial assets, the Loan Party and Applicable Representative may agree to a threshold in respect of such assets and direct the Collateral Agent to act accordingly;

(k) the only owned real property owned by Holdings and its Subsidiaries required to be pledged on the Closing Date or as soon as reasonably practicable thereafter will be the real property set forth in Schedule 1.01(d) to the Original Credit Agreement. After the Closing Date, neither Holdings nor any of its Subsidiaries will be required to pledge any real property owned by Holdings or such Subsidiaries unless the value of such real property exceeds €5.0 million. Neither Holdings nor any of its Subsidiaries will be required to pledge any property in which it has a leasehold interest;

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(l) unless granted under a global Security Document governed by the law of the jurisdiction of a Loan Party or New York law, all security (other than share security over subsidiaries of a Loan Party) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Loan Party, provided that for certain receivables security, such security may be governed by the law of the jurisdiction of incorporation or domicile of the creditor or the law that governs the underlying receivable;

(m) other than where intellectual property is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for intellectual property with a value greater than €1.0 million. Security interests in intellectual property will be registered solely in the jurisdiction of incorporation of the Loan Party that owns such intellectual property, provided that, with respect to intellectual property that is material to the Loan Party, to the extent the registration of a security interest in or the taking of any other commercially reasonable actions with respect to, such intellectual property in any other jurisdiction is necessary to ensure that the Secured Parties would be able to realize upon the value of the secured intellectual property in the event of enforcement action, such registration or other actions will be taken in such other jurisdiction as the Collateral Agent may reasonably request taking into account the cost to the Loan Parties of such registration in relation to the benefit accruing to the Secured Parties;

(n) security interests will be taken over only those insurance policies of the Loan Parties that are material to the Group as a whole, as reasonably determined by the Applicable Representative;

(o) other than where equipment is secured by a floating charge or other similar all-asset security interest, security interests need only be granted for manufacturing equipment with a value greater than €250,000;

(p) security interests will be provided over the equity of any subsidiary that is not a Loan Party only if (i) it is organized in a jurisdiction where one or more Loan Party is organized, (ii) as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, it had gross assets (excluding intra group items but including investments in Subsidiaries) in excess of 1.0% of Consolidated Total Assets or (iii) for the period of four consecutive fiscal quarters of Holdings most recently ended for which financial statements are available, it had earnings before interest, tax, depreciation and amortization calculated on the same basis as Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA;

(q) no security interest will be provided over the equity of any subsidiary that (1) (a) does not conduct any business operations, (b) has assets with a book value not in excess of $100,000 and (c) does not have any indebtedness outstanding or (2) is an Unrestricted Subsidiary; and

(r) security interests shall not be required in respect of any bank account that has an average daily balance of less than $200,000 (or its equivalent in other currencies) (and any other bank account as the Administrative Agent may reasonably otherwise agree to exclude) unless such security is constituted automatically under a global Security Document or a floating charge or other similar all-asset security interest (in which case any perfection related obligations (including the delivery of notices or entering into of deposit account control agreements) or reporting requirements shall not apply to such bank account).

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For the avoidance of doubt, in these Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or for the continuance of any security, stamp duties, out-of-pocket expenses and other fees and expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, subsidiaries or Affiliates.

(B) Obligations to be Secured

1. Subject to (A) (Considerations) and to paragraph 2 below, the obligations to be secured are the Obligations.

(C) General

Where appropriate, defined terms in the Security Documents should mirror those in the First Lien Intercreditor Agreement.

(D) Guarantors and Security

Each guarantee will be an upstream, cross-stream and downstream guarantee of all the Obligations, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations.

Subject to these Security Principles, the security package shall include stock and other membership interests issued by a Loan Party and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each case owned by a Loan Party, and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to the Loan Documents, be given by the Loan Parties formed in that jurisdiction.

To the extent possible, all security shall be given in favour of the Collateral Agent and not the Secured Parties individually, provided that any accessory security (akzessorische Sicherheit) governed by Swiss and German law shall be given in favour of the Collateral Agent and the Secured Parties individually if so required by the Applicable Representative. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the First Lien Intercreditor Agreement and not the individual Security Documents unless required under local laws. To the extent possible, the grant of security in the collateral shall be structured, documented or otherwise implemented in a manner so that there should be no action required to be taken in relation to the security when any Secured Party transfers an interest in the Loan Documents to another party. To the extent such action is required, the Applicable Representative shall not require the Collateral Agent to obtain security in such asset giving rise to the requirement for such action upon a transfer of an interest in the Loan Documents to another party.

The Loan Parties will be required to pay the reasonable costs of any re-execution, notarisation, re-registration, amendment or other perfection requirement for any security on any transfer by a Secured Party to a new Secured Party on or prior to the date on which the Administrative Agent notifies Holdings that primary syndication is complete. Otherwise the cost or fee shall be for the account of the transferee Secured Party.

2. Terms of Security Documents

The following principles will be reflected in the terms of any security taken as part of this transaction:

(a) the security will be first ranking, to the extent possible;

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(b) security will (to the extent possible under local law) not be enforceable unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred that is continuing;

(c) any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the Third Amended and Restated Credit Agreement, each Senior Secured Note Indenture or any Additional Agreement (as defined in the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the “Principal Loan Documents”)) the commercial deal set out in the Principal Loan Documents (save to the extent that the applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted to the Secured Parties);

(d) the provisions of each security document will not be unduly burdensome on the relevant Loan Party granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations;

(e) information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security or (ii) necessary or advisable to enforce the security, provided that such information need not be provided by the Loan Parties pursuant to this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the case of third party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships;

(f) the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Loan Party granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;

(g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;

(h) notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law to perfect such security or if a Default has occurred and is continuing;

(i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Principal Loan Documents; and

(j) in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Loan Party that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Loan Party, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur.

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EXHIBIT F

U.S. Collateral Agreement

EXHIBIT G

First Lien Intercreditor Agreement

EXHIBIT H

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

AFFILIATE SUBORDINATION AGREEMENT dated as of [ ], 20[ ] (this “Agreement”), among Reynolds Group Holdings Limited, a New Zealand limited liability company (“Holdings”), the subordinated lenders listed on Schedule I hereto and any additional person that becomes a party hereto as a subordinated lender after the date hereof (each, a “Subordinated Lender” and collectively, the “Subordinated Lenders”), the guarantors listed on Schedule II hereto and any additional person that becomes a party hereto as a guarantor after the date hereof (each, a “Guarantor” and collectively, the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the “Administrative Agent”) under the Third Amended and Restated Credit Agreement (as defined below).

Reference is made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), Holdings, the Guarantors, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

Except as otherwise set forth therein, the ability under Section 6.01(c) of the Third Amended and Restated Credit Agreement of any Loan Party to incur Indebtedness to any Subsidiary that is not a Loan Party is conditioned upon the execution and delivery by such Subsidiary that is not a Loan Party and such Loan Party of an agreement in the form hereof pursuant to which such Subsidiary that is not a Loan Party agrees to subordinate its rights with respect to the Subordinated Obligations (as defined below) to the rights of the Bank Secured Parties under the Third Amended and Restated Credit Agreement and the other Loan Documents, all on the terms set forth herein.

Accordingly, each Subordinated Lender, each Guarantor and the Administrative Agent, on behalf of itself and each Bank Secured Party (and each of their respective successors or permitted assigns), hereby agrees as follows:

1. Subordination. (a) Each Subordinated Lender hereby agrees that all its right, title and interest in and to the Subordinated Obligations (as defined herein) of each Guarantor shall be subordinate and junior in right of payment to the rights of the Bank Secured Parties in respect of the Bank Obligations of such Guarantor, including all payment obligations in respect of such Guarantor’s Bank Obligations as primary obligor or guarantor of the payment of principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, any Borrower or any Subsidiary whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof (collectively, the “Senior Obligations”); provided that, subject to Section 1(b), no Guarantor shall be prohibited from making payments in respect of such Indebtedness (whether on account of principal, premium (if any), interest, fees, charges, expenses, indemnities, reimbursement obligations or otherwise) or be otherwise limited in any manner with respect to such Indebtedness by the terms of this Agreement. For purposes hereof, “Subordinated Obligations” means all obligations of each Guarantor to each Subordinated Lender in respect of Indebtedness, including in respect of principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, any Borrower or any Subsidiary whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations and other amounts payable in respect thereof, that are required to be subordinated to the Bank Obligations under Section 6.01(c) of the Third Amended and Restated Credit Agreement.

(b) Each Guarantor and, solely with respect to the Subordinated Obligation in respect of which it is the obligee, each Subordinated Lender agrees that no payment (whether directly, by purchase, redemption or exercise of any right of setoff or otherwise) in respect of the Subordinated Obligations, whether as principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Guarantor or received, accepted or demanded, directly or indirectly, by or on behalf of any Subordinated Lender when an Event of Default exists and Holdings has received a written notice from the Required Lenders (or from the Administrative Agent at the request of the Required Lenders) prohibiting any further payment in respect of the Subordinated Obligations, so long as any such Event of Default has occurred and is continuing (provided that such notice shall not be required to be given (and no such payment may be made) if the Event of Default is of the type set forth in paragraph (a), (b), (h) or (i) of Article VII of the Third Amended and Restated Credit Agreement).

(c) Upon any distribution of the assets of any Guarantor or upon any dissolution, winding up, liquidation or reorganization of any Guarantor, in each case in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Guarantor:

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(i) the Bank Secured Parties shall first be entitled to indefeasibly receive payment in full in cash of the Bank Obligations (whenever arising) before any Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations of such Guarantor, whether of principal, interest or otherwise; and

(ii) any payment by, or on behalf of, or distribution of the assets of, such Guarantor of any kind or character, whether in cash, securities or other property, to which any Subordinated Lender would be entitled to receive as payment on account of the Subordinated Obligations of such Guarantor except for the provisions of this Section 1(c) shall be paid or delivered by the person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent, for the benefit of the Bank Secured Parties, until the indefeasible payment in full in cash of all Bank Obligations to be credited and applied to the Bank Obligations as set forth in the Third Amended and Restated Credit Agreement and the other Loan Documents.

(d) In the event that any payment by, or on behalf of, or distribution of the assets of, any Guarantor of any kind or character, whether in cash, securities or other property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise in respect of the Subordinated Obligations, shall be received by or on behalf of any Subordinated Lender at a time when such payment or distribution is prohibited by this Agreement, such payment or distribution shall be held by such Subordinated Lender (segregated from other property of such Subordinated Lender) for the benefit of, and shall forthwith be paid over to, the Administrative Agent, for the benefit of the Bank Secured Parties, until the indefeasible payment in full in cash of all Bank Obligations.

(e) Subject to the prior indefeasible payment in full in cash of the Bank Obligations, each applicable Subordinated Lender shall be subrogated to the rights of the Bank Secured Parties to receive payments or distributions in cash, securities or other property of each applicable Guarantor applicable to the Bank Obligations until all amounts owing on the Bank Obligations shall be indefeasibly paid in full in cash, and, as between and among a Guarantor, its creditors (other than the Bank Secured Parties) and the applicable Subordinated Lenders, no such payment or distribution made to the Bank Secured Parties by virtue of this Agreement that otherwise would have been made to any applicable Subordinated Lender shall be deemed to be a payment by the applicable Guarantor on account of the Subordinated Obligations, it being understood that the provisions of this paragraph (e) are intended solely for the purpose of defining the relative rights of the Subordinated Lenders and the Bank Secured Parties.

2. Waivers and Consents. (a) Each Subordinated Lender, solely in its capacity as a Subordinated Lender, waives, to the fullest extent permitted by applicable law, the right to compel that the Collateral or any other assets or property of any Guarantor or the assets or property of any guarantor of the Bank Obligations or any other Person be applied in any particular order to discharge the Bank Obligations. Each Subordinated Lender, solely in its capacity as a Subordinated Lender, expressly waives, to the fullest extent permitted by applicable law, the right to require the Bank Secured Parties to proceed against any Guarantor, the Collateral or any guarantor of the Bank Obligations or any other Person, or to pursue any other remedy in any Bank Secured Party’s power which such Subordinated Lender cannot pursue, notwithstanding that the failure of any Bank Secured Party to do so may thereby prejudice such Subordinated Lender.

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(b) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Bank Secured Parties, even though that election of remedies, including any nonjudicial foreclosure with respect to security for the Bank Obligations, has impaired the value of such Subordinated Lender’s rights of subrogation, reimbursement, or contribution against any Guarantor or any other guarantor of the Bank Obligations or any other Person. Each Subordinated Lender expressly waives, to the fullest extent permitted by applicable law, any rights or defenses it may have by reason of protection afforded to any Guarantor or any other guarantor of the Bank Obligations or any other Person with respect to the Bank Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Bank Obligations.

(c) Each Subordinated Lender agrees, to the fullest extent permitted by applicable law, that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Bank Obligations made by a Bank Secured Party may be rescinded in whole or in part by the Bank Secured Party, and any Senior Obligation may be continued, and the Bank Obligations, or the liability of the applicable Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee under any Loan Document therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Bank Secured Parties, in each case without notice to or further assent by any Subordinated Lender, which will remain bound under this Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein.

(d) Each Subordinated Lender waives, to the fullest extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Bank Obligations. The Bank Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred, and the consent of the Bank Secured Parties to the creation of the obligations of each Guarantor in respect of the Subordinated Obligations shall be deemed conclusively to have been given, in each case in reliance upon this Agreement, and all dealings between each Guarantor and the Bank Secured Parties shall be deemed to have been consummated in reliance upon this Agreement. Each Subordinated Lender acknowledges and agrees that the Bank Secured Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. Each Subordinated Lender waives, to the fullest extent permitted by applicable law, notice of or proof of reliance on this Agreement and protest, demand for payment and notice of default.

3. Representations and Warranties. Each Subordinated Lender represents and warrants to the Administrative Agent for the benefit of the Bank Secured Parties that:

(a) it has the corporate or other organizational power and authority to execute and deliver and to perform its obligations under this Agreement and has taken all necessary corporate or other organizational action to authorize its execution, delivery and performance of this Agreement;

H-4

(b) this Agreement has been duly executed and delivered by such Subordinated Lender and constitutes a legal, valid and binding obligation of such Subordinated Lender, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law);

(c) the execution, delivery and performance of this Agreement will not violate in any material respect any provision of any requirement of any law applicable to such Subordinated Lender or of any contractual obligation of such Subordinated Lender; and

(d) no consent or authorization of, filing with, or other act by or in respect of any arbitrator or regulatory body or Governmental Authority and no consent of any Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained or made and are in full force and effect or where the failure to obtain could no reasonably be expected to have a material adverse effect.

4. Further Assurances. Each Subordinated Lender and each Subordinated Borrower, at their own expense and at any time from time to time, upon the written request of the Administrative Agent, will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

5. Provisions Define Relative Rights. This Agreement is intended solely for the purpose of defining the relative rights of the Bank Secured Parties on the one hand and the Subordinated Lenders and the Guarantors on the other, and no other Person (other than the Collateral Agent) shall have any right, benefit or other interest under this Agreement.

6. Notices. All notices, requests and demands to or upon any party hereto shall be in writing and shall be given in the manner provided in Section 9.01 of the Third Amended and Restated Credit Agreement, provided that any such notice, request or demand to or upon any Guarantor or Subordinated Lender that is not a party to the Third Amended and Restated Credit Agreement shall be addressed to the notice address of Holdings provided in Section 9.01(a) thereof.

7. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

8. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

H-5

9. Integration. This Agreement is a “Loan Document” and a “Security Document” and represents the agreement of the Guarantors, the Bank Secured Parties and the Subordinated Lenders with respect to the subject matter hereof and there are no promises or representations by any Guarantor, the Bank Secured Parties or any Subordinated Lender relative to the subject matter hereof not reflected herein.

10. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Administrative Agent, each affected Guarantor and each affected Subordinated Lender; provided that any provision of this Agreement may be waived by the Bank Secured Parties in a letter or agreement executed by the Administrative Agent and each affected Subordinated Lender.

(b) No failure or delay on the part of the Administrative Agent or any Bank Secured Parties, in exercising any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

11. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

12. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each of the Guarantors and each of the Subordinated Lenders and shall inure to the benefit of the Bank Secured Parties and their respective successors and permitted assigns.

13. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent and any Bank Secured Party under this Agreement in

H-6

Austria, each Guarantor and Subordinated Lender hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Bank Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Subordinated Lender or its properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each Subordinated Lender hereby irrevocably consents to service of process in the manner provided for notices in Section 6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15. Additional Subordinated Lenders; Additional Guarantors. Upon execution and delivery by the Administrative Agent and a Subsidiary of an instrument in the form of Annex I attached hereto, such Subsidiary shall become a Subordinated Lender or a Guarantor (as specified in such instrument) hereunder with the same force and effect as if originally named herein. The execution and delivery of any such instrument shall not require the consent of any other Subordinated Lender or Guarantor hereunder. The rights and obligations of each Subordinated Lender and each Guarantor herein shall remain in full force and effect notwithstanding the addition of any Subordinated Lender or Guarantor as a party to this Agreement.

H-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

REYNOLDS GROUP HOLDINGS LIMITED, as Holdings
By
	Name:
	Title:

H-8

EACH OF THE SUBORDINATED LENDERS LISTED ON SCHEDULE I,
By
	Name:
	Title:

H-9

EACH OF THE GUARANTORS LISTED ON SCHEDULE II,
By
	Name:
	Title:

H-10

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
By
	Name:
	Title:
By
	Name:
	Title:

H-11

Schedule I

Subordinated Lenders

Schedule II

Guarantors

Annex I

SUPPLEMENT NO. [ ] dated as of [            ], to the Affiliate Subordination Agreement dated as of [            ], 20[ ] (the “Affiliate Subordination Agreement”), among Holdings, the subordinated lenders named therein (the “Subordinated Lenders”), the guarantors named therein (the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the “Administrative Agent”) under the Third Amended and Restated Credit Agreement (as defined in the Affiliate Subordination Agreement), for the benefit of the Bank Secured Parties.

A. Reference is made to the Affiliate Subordination Agreement.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Affiliate Subordination Agreement.

C. Each of the Subordinated Lenders and each of the Guarantors have entered into the Affiliate Subordination Agreement in order to induce the Lenders (as defined in the Third Amended and Restated Credit Agreement) to continue to make extensions of credit under the Third Amended and Restated Credit Agreement and the other Loan Documents. Section 15 of the Affiliate Subordination Agreement provides that Subsidiaries may become Subordinated Lenders or Guarantors under the Affiliate Subordination Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Subsidiary [(the “New Subordinated Lender”)] [(the “New Guarantor”) is executing this Supplement to become a [Subordinated Lender] [Guarantor] under the Affiliate Subordination Agreement in accordance with the terms of the Third Amended and Restated Credit Agreement as consideration for extensions of credit previously made under the Third Amended and Restated Credit Agreement and extensions of credit in the future.

Accordingly, the Administrative Agent and the New [Subordinated Lender] [Guarantor] agree as follows:

SECTION 1. In accordance with Section 15 of the Affiliate Subordination Agreement, the New [Subordinated Lender] [Guarantor] by its signature below becomes a [Subordinated Lender] [Guarantor] under the Affiliate Subordination Agreement with the same force and effect as if originally named therein as a [Subordinated Lender] [Guarantor] and the New [Subordinated Lender] [Guarantor] hereby [(a)] agrees to all the terms and provisions of the Affiliate Subordination Agreement applicable to it as a [Subordinated Lender] [Guarantor] thereunder [and (b) makes each representation and warranty contained in Section 5 of the Affiliate Subordination Agreement on and as of the date hereof except for representations and warranties which by their terms refer to a specific date]. Each reference to a [“Subordinated Lender”] [“Guarantor”] in the Affiliate Subordination Agreement shall be deemed to include the New [Subordinated Lender] [Guarantor]. The Affiliate Subordination Agreement is hereby incorporated herein by reference.

SECTION 2. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New [Subordinated Lender] [Guarantor] and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Supplement.

SECTION 3. Except as expressly supplemented hereby, the Affiliate Subordination Agreement shall remain in full force and effect.

SECTION 4. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Affiliate Subordination Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

SECTION 6. All communications and notices hereunder shall be in writing and given as provided in Section 6 of the Affiliate Subordination Agreement. All communications and notices hereunder to the New [Subordinated Lender] [Guarantor] shall be given to it at the address set forth under its signature below, with a copy to the Borrowers.

2

IN WITNESS WHEREOF, the New [Subordinated Lender] [Guarantor] and the Administrative Agent have duly executed this Supplement to the Affiliate Subordination Agreement as of the day and year first above written.

[NAME OF NEW [SUBORDINATED LENDER]
[GUARANTOR]],

by:

Name:

Title:

Address:

3

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
By:
	Name:
	Title:

By:
	Name:
	Title:

4

EXHIBIT I

[Reserved]

EXHIBIT J

[Reserved]

EXHIBIT K

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors, the Lenders, CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used herein but not otherwise defined herein have the meanings assigned to thereto in the Third Amended and Restated Credit Agreement. Pursuant to Section 5.04(c) of the Third Amended and Restated Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Holdings, certifies as follows:

1. [Attached hereto as Exhibit [A] are the consolidated statements of comprehensive income, consolidated statements of financial position as of December 31, 20[ ] and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of Holdings and such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” explanatory note or any similar qualification or exception and without any qualification or exception as to the scope of such audit (other than any such explanatory note or exception that is expressed solely with respect to, or resulting solely from, (i) a maturity date in respect of any Term Loans or Revolving Credit Commitments or Revolving Loans that is scheduled to occur within one year from the date of delivery of such opinion or (ii) any inability or potential inability to satisfy the covenant set forth in Section 6.12 of the Third Amended and Restated Credit Agreement on a future date or in a future period)) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section.]

2. [Attached hereto as Exhibit [B] are the consolidated statements of comprehensive income, consolidated statements of financial position as of [ ], 20[ ] and related consolidated statements of changes in equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of Holdings and such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year. These fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the lack of notes thereto, together with a customary “management discussion and analysis.]

3. At no time during the period between [ ] and [ ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on Annex A attached hereto.]

4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether Holdings, the Borrowers and the Material Subsidiaries are in compliance with the covenant set forth in Section 6.12 of the Third Amended and Restated Credit Agreement:

Maximum Senior Secured First Lien Leverage Ratio.

Total Debt that is secured by Liens on property or assets of Holdings or any of the Subsidiaries (other than Liens that are expressly junior in priority to the Liens securing the Bank Obligations either pursuant to intercreditor agreements or pursuant to the terms of the instrument creating such Liens, in each case as reasonably satisfactory to the Administrative Agent) (“Total Senior Secured First Lien

Debt”)=	[        ]
Pledged Cash=	[        ]
Consolidated EBITDA=	[        ]
Actual Ratio=	[        ] to 1.0
Required Ratio=	[        ] to 1.0

Supporting detail showing the calculation of Total Senior Secured First Lien Debt is attached hereto as Schedule 1. Supporting detail showing the calculation of Pledged Cash is attached hereto as Schedule 2. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 3.

K-2

5. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine the Total Leverage Ratio set forth in Section 1.01 of the Third Amended and Restated Credit Agreement:

Total Leverage Ratio.
Total Debt=	[         ]
Pledged Cash=	[         ]
Consolidated EBITDA=	[         ]
Actual Ratio=	[         ] to 1.0

Supporting detail showing the calculation of the Total Debt is attached hereto as Schedule 4. Supporting detail showing the calculation of Pledged Cash is attached hereto as Schedule 2. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 3.

K-3

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Holdings, has executed this certificate for and on behalf of Holdings and has caused this certificate to be delivered this                  day of         .

REYNOLDS GROUP HOLDINGS LIMITED,
By
	Name:
	Title:

[ANNEX A]¹

[Information Relating to Default or Event of Default]

¹  Annex A to be attached only if required pursuant to paragraph 3.

EXHIBIT L

MANDATORY COST CALCULATIONS

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a facility office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that facility office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that facility office.

4. The Additional Cost Rate for any Lender lending from a facility office in the United Kingdom will be calculated by the Administrative Agent as follows:

E x 0.01	per cent. per annum.
300

Where “E” is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by Credit Suisse to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Exhibit L:

(a) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. The resulting figure shall be rounded to four decimal places.

7. If requested by the Administrative Agent, Credit Suisse shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by Credit Suisse to the Financial Services Authority pursuant to he Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by Credit Suisse as being the average of the Fee Tariffs applicable to Credit Suisse for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of Credit Suisse.

8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its facility office; and

(b) any other information that the Administrative Agent may reasonably require for such purpose.

9. Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

10. The rates of charge of Credit Suisse for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a facility office in the same jurisdiction as its facility office.

11. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Credit Suisse pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

12. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Credit Suisse pursuant to paragraphs 3, 7 and 8 above.

13. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Loan Parties.

14. The Administrative Agent may from time to time, after consultation with the European Borrowers and the Lenders, determine and notify to all Loan Parties any amendments which are required to be made to this Exhibit L in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England,

L-2

the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Loan Parties.

L-3

EXHIBIT M-1

[FORM OF]

BORROWING SUBSIDIARY AGREEMENT dated as of [•], 20[•], among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, [Name of Borrowing Subsidiary], a [            ] (the “New Borrowing Subsidiary”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”).

Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended

and Restated Credit Agreement. Under the Third Amended and Restated Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrowers, and the Borrowers and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower. Holdings and the Borrowers represent that the New Borrowing Subsidiary is a Wholly Owned Subsidiary of Holdings or one of the Borrowers. Each of Holdings, the Borrowers and the New Borrowing Subsidiary represents and warrants that the representations and warranties of Holdings and the Borrowers in the Third Amended and Restated Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. Holdings and the Borrowers agree that the Guarantees of the Guarantors contained in the Third Amended and Restated Credit Agreement will apply to the Bank Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of Holdings, the Borrowers and the New Borrowing Subsidiary and, if the New Borrowing Subsidiary is not already a Loan Party, upon such New Borrowing Subsidiary becoming a Loan Party by executing the Guarantor Joinder and each applicable Loan Document in favor of the Collateral Agent, the New Borrowing Subsidiary shall be a party to the Third Amended and Restated Credit Agreement and shall constitute a “Borrower” for all purposes of the Third Amended and Restated Credit Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

M1-2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.

REYNOLDS GROUP HOLDINGS LIMITED,
by
	Name:
	Title:

REYNOLDS GROUP HOLDINGS INC.,
by
	Name:
	Title:

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC,
by
	Name:
	Title:

PACTIV LLC,
by
	Name:
	Title:

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.,
by
	Name:
	Title:

M1-3

SIG EURO HOLDING AG & CO. KGAA,
By
	Name:
	Title:

SIG AUSTRIA HOLDING GMBH,
By
	Name:
	Title:

CLOSURE SYSTEMS INTERNATIONAL B.V.,
By
	Name:
	Title:

EVERGREEN PACKAGING INC.,
By
	Name: Title:

REYNOLDS CONSUMER PRODUCTS INC.,
By
	Name:
	Title:

M1-4

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.,
By
	Name:
	Title:

[NAME OF NEW BORROWING SUBSIDIARY],
By
	Name: Title:

M1-5

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Issuing Bank,
by
	Name: Title:
by
	Name: Title:

M1-6

EXHIBIT M-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

Credit Suisse AG,

as Administrative Agent

for the Lenders referred to below

c/o Credit Suisse AG,

as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

[Date]

Ladies and Gentlemen:

The undersigned, [Parent Borrower] (the “Parent”), refers to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

The Parent hereby terminates the status of [ ] (the “Terminated Borrowing Subsidiary”) as a Borrower under the Third Amended and Restated Credit Agreement. [The Parent represents and warrants that no Loans made to, or Letters of Credit issued for the account of, the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Third Amended and Restated Credit Agreement) pursuant to the Third Amended and Restated Credit Agreement have been paid in full on or prior to the date hereof.] [The Parent acknowledges that the Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as the principal of and interest on each Loan made to the Terminated Borrowing Subsidiary, all Fees and all other expenses or amounts (other than indemnification and other

contingent obligations for which no claim has been made) payable by the Terminated Borrowing Subsidiary under any Loan Document shall have been paid in full and all Letters of Credit issued for the account of the Terminated Borrowing Subsidiary have been canceled or have expired (unless cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings or to request additional Letters of Credit under the Third Amended and Restated Credit Agreement.] [The Parent certifies that the Terminated Borrowing Subsidiary is an Ancillary Borrower in respect of which the conditions set out in Section 9.21(a)(ii)(x) of the Third Amended and Restated Credit Agreement are or have been satisfied.]

M2-2

This instrument shall be construed in accordance with and governed by the laws of the State of New York.

Very truly yours,
REYNOLDS GROUP HOLDINGS LIMITED,
by
	Name: Title:

[PARENT],
by
	Name: Title:

[TERMINATED BORROWING SUBSIDIARY],
by
	Name: Title:

M2-3

EXHIBIT N

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

Additional Bank Secured Party Acknowledgement

To: Credit Suisse AG, as Administrative Agent, the Issuing Banks, the Lenders, the other Bank Secured Parties, in each case as defined in and under the Third Amended and Restated Credit Agreement (as defined below), The Bank of New York Mellon and Wilmington Trust (London) Limited, as collateral agents, and the secured parties under the First Lien Intercreditor Agreement (as defined in the Third Amended and Restated Credit Agreement)

From: Reynolds Group Holdings Limited and [NAME OF ADDITIONAL BANK SECURED PARTY] [and each of its Affiliates listed from time to time on Schedule I attached hereto (the “ABSP Affiliates”)]

Date: [                    ]

Reference is made to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

Capitalized terms used and not defined herein have the meanings set forth in the Third Amended and Restated Credit Agreement.

The undersigned certifies that [ ] [and each of the ABSP Affiliates] ([the][each an] “Additional Bank Secured Party”) has entered into, or proposes to enter into, one or more [working capital facilities][hedge agreements][cash management arrangements] with one or more subsidiaries as a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank], as the case may be, [as set forth on Schedule I hereto and, pursuant to which the maximum aggregate principal amount that may be secured as Bank Obligations in respect of each Additional Bank Secured Party under such facility or arrangement at any time shall not exceed the applicable amount set forth on Schedule I as such amount may be modified from time to time upon notice to the Administrative Agent and the Collateral Agents from the Loan Parties’ Agent and the Additional Bank Secured Party; provided that such notice shall include (i) a certification by a Financial Officer of Holdings that, at the time of and after giving effect to the modification, Holdings and the Subsidiaries are in compliance with Sections 6.01 and 6.02 of the Third Amended and Restated Credit Agreement and (ii) an updated Schedule I reflecting such modification. In the event of any other change to the information set forth on Schedule I (including the identity of any Additional Secured Bank Party), the undersigned agrees that it shall promptly deliver to the Administrative Agent an updated Schedule I reflecting any such change.⁹

The undersigned agrees [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] shall not have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Bank Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of the First Lien Intercreditor Agreement). The undersigned (a) acknowledges that it has received a copy of the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement [and has delivered copies of such documents to the ABSP Affiliates], (b) acknowledges [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] will be a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank] under the Third Amended and Restated Credit Agreement and that will take no actions contrary to the provisions thereof, (c) agrees [(on behalf of itself and the ABSP Affiliates)] that it [and each of the ABSP Affiliates] will be bound as a “Credit Agreement Secured Party” by the First Lien Intercreditor Agreement¹⁰ as if it had been an original party thereto, and will take no actions contrary to the provisions thereof, (d) acknowledges [(on behalf of itself and the ABSP Affiliates)] that the Administrative

⁹  Insert (together with table below text)only for Local Facility Providers and Cash Management Banks

¹⁰  Note: Separate accession to be entered into with respect to the Existing Intercreditor Agreement.

N-2

Agent and the Collateral Agents have entered, and hereby authorizes and ratifies the Administrative Agent’s and the Collateral Agents’ entry, into the First Lien Intercreditor Agreement on behalf of themselves, the undersigned [and each of the ABSP Affiliates] and other holders of Bank Obligations and (e) acknowledges and agrees [(on behalf of itself and the ABSP Affiliates)] that any amendment, restatement, waiver, supplement, or other modification of any Loan Document (other than (x) this Additional Bank Secured Party Acknowledgement and (y) Section 9.10, Section 9.22 or Article X of the Third Amended and Restated Credit Agreement but in the case of clause (y) only to the extent such amendment, restatement, waiver, supplement, or other modification has an adverse effect on the undersigned [or each of the ABSP Affiliates]) or extension, renewal, refinancing or replacement of any Indebtedness under the Third Amended and Restated Credit Agreement shall not be subject to its [or the ABSP Affiliates] consent. The undersigned further acknowledges [(on behalf of itself and the ABSP Affiliates)] that, pursuant to the First Lien Intercreditor Agreement, the Collateral Agents will have the sole right to proceed against the Collateral, and that the provisions of the First Lien Intercreditor Agreement may, in certain circumstances, limit the ability of Administrative Agent to direct the Collateral Agents. In the event of a foreclosure by either Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, to the extent permitted by applicable law, either Collateral Agent or any Bank Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the applicable Collateral Agent, as agent for and representative of the Secured Parties (but not any Bank Secured Party or Bank Secured Parties in its or their respective individual capacities), shall, to the extent permitted by applicable law, be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations (including the Bank Obligations) as a credit on account of the purchase price for any Collateral payable by such Collateral Agent on behalf of the Secured Parties at such sale or other disposition. The undersigned [and each of the ABSP Affiliates] will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Bank Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Bank Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.

The undersigned hereby confirms that it [and each of the ABSP Affiliates] has received a copy of each of the German Security Documents (as defined in the First Lien Intercreditor Agreement) of an accessory nature (the pledge agreements), is aware of their contents and hereby expressly consents to and ratifies (genehmigt) [(on behalf of itself and the ABSP Affiliates)] the declarations of The Bank of New York Mellon, as Collateral Agent, made as representative without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of the undersigned [and each of the ABSP Affiliates] as a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank], as the case may be, as future pledgee in such German Security Documents.

N-3

Each of the undersigned acknowledges and agrees that [each] [the] Additional Bank Secured Party shall have all of the rights of a [Hedge Provider] [Local Facility Provider][and][Cash Management Bank] (as the case may be) and Bank Secured Party under the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement and [each] [the] Additional Bank Secured Party shall constitute a “[Hedge Provider] [Local Facility Provider][Cash Management Bank]” (as the case may be) and “Bank Secured Party” for purposes of the Third Amended and Restated Credit Agreement and the First Lien Intercreditor Agreement.

The address, fax number and attention details for communications to [ADDITIONAL BANK SECURED PARTY] are as follows:

[            ]

This Acknowledgment shall be construed in accordance with and governed by the laws of the State of New York.

N-4

This Additional Bank Secured Party Acknowledgment has been duly executed by the undersigned as of the date first written above.

[         ], as a [Hedge Provider] [Local Facility Provider] [Cash Management Bank] [and as an authorized representative of the ABSP Affiliates],
by
	Name:
	Title:

N-5

Acknowledged and agreed as of this        day of                     , 20        .

REYNOLDS GROUP HOLDINGS LIMITED, as Loan Parties’ Agent,
by
	Name:
	Title:

N-6

Acknowledged and agreed as of this day        of                    , 20        .

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

N-7

Acknowledged and agreed as of this         day of                    , 20        .

THE BANK OF NEW YORK MELLON, as Collateral Agent,
By
	Name:
	Title:

N-8

Acknowledged and agreed as of this         day of                     , 20        .

WILMINGTON TRUST (LONDON) LIMITED, as Collateral Agent,
By
	Name:
	Title:

N-9

Schedule I

Name of Bank Secured Party Type of Arrangement Amount Secured as Bank Obligations (in Euros)

N-10

EX-10.1.80

EXHIBIT 10.1.80

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

GUARANTOR JOINDER (this “Joinder”) dated as of November 7, 2012 to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschapm met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

B. The Guarantors have entered into the Third Amended and Restated Credit Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12 of the Third Amended and Restated Credit Agreement provides that additional Subsidiaries may become Guarantors under the Third Amended and Restated Credit Agreement by execution and delivery of an instrument substantially in the form of this Joinder. The undersigned Subsidiary (the “New Guarantor”) is executing this Joinder in accordance with the requirements of the Third Amended and Restated Credit Agreement to become a Guarantor under the Third Amended and Restated Credit Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 5.12 of the Third Amended and Restated Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Third Amended and Restated Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the Third Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Each reference to a “Guarantor” in the Third Amended and Restated Credit Agreement shall be deemed to include the New Guarantor. The Third Amended and Restated Credit Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor hereby agrees to (i) be bound by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as if originally named a Guarantor therein and (ii) execute and deliver accession deeds to the Existing Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee (as defined in the Existing Intercreditor Agreement) thereunder.

SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4. The New Guarantor is a company duly organized under the law of North Carolina.

SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result of the New Guarantor becoming a Guarantor under the Third Amended and Restated Credit Agreement.

SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received counterparts of this Joinder that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or other electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.

SECTION 7. Except as expressly supplemented hereby, the Third Amended and Restated Credit Agreement shall remain in full force and effect.

SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Third Amended and Restated Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Third Amended and Restated Credit Agreement) be in writing and given as provided in Section 9.01 of the Third Amended and Restated Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in care of Holdings as provided in Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Administrative Agent.

EXHIBIT 10.1.80

EXECUTION

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder as of the day and year first above written.

INTERNATIONAL TRAY PADS & PACKAGING, INC.,
	by	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

[Signature Page to Guarantor Joinder of International Tray Pads & Packaging, Inc.]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	by	/s/ James Moran
	Name:	James Moran
	Title:	Managing Director
	by	/s/ Tyler R. Smith
	Name:	Tyler R. Smith
	Title:	Associate

[Signature Page to Guarantor Joinder of International Tray Pads & Packaging, Inc.]

EX-10.1.81

EXHIBIT 10.1.81

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a pdf-scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

GUARANTOR JOINDER (this “Joinder”) dated as of December 14, 2012 to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC., a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS INC., a Delaware corporation, SIG EURO HOLDING AG & CO. KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschapm met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company, the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Third Amended and Restated Credit Agreement.

B. The Guarantors have entered into the Third Amended and Restated Credit Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12 of the Third Amended and Restated Credit Agreement provides that additional Subsidiaries may become Guarantors under the Third Amended and Restated Credit Agreement by execution and delivery of an instrument substantially in the form of this Joinder. The undersigned Subsidiary (the “New Guarantor”) is executing this Joinder in accordance with the requirements of the Third Amended and Restated Credit Agreement to become a Guarantor under the Third Amended and Restated Credit Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 5.12 of the Third Amended and Restated Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Third Amended and Restated Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (i) agrees to all the terms and provisions of the Third Amended and Restated Credit Agreement applicable to it as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Each reference to a “Guarantor” in the Third Amended and Restated Credit Agreement shall be deemed to include the New Guarantor. The Third Amended and Restated Credit Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor hereby agrees to (i) be bound by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to time, as if originally named a Guarantor therein and (ii) execute and deliver accession deeds to the Existing Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee (as defined in the Existing Intercreditor Agreement) thereunder.

SECTION 3. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4. The New Guarantor is a Luxembourg public limited liability company (société anonyme) in the process of registration with its registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg.

SECTION 5. The New Guarantor confirms that no Default has occurred or would occur as a result of the New Guarantor becoming a Guarantor under the Third Amended and Restated Credit Agreement.

SECTION 6. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received counterparts of this Joinder that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Joinder by facsimile transmission or other electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.

SECTION 7. Except as expressly supplemented hereby, the Third Amended and Restated Credit Agreement shall remain in full force and effect.

SECTION 8. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Third Amended and Restated Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Third Amended and Restated Credit Agreement) be in writing and given as provided in Section 9.01 of the Third Amended and Restated Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it in care of Holdings as provided in Section 9.01 of the Third Amended and Restated Credit Agreement.

SECTION 11. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the fees, other charges and disbursements of counsel for the Administrative Agent.

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder as of the day and year first above written.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
by
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

[Signature Page to Guarantor Joinder of Beverage Packaging Holdings (Luxembourg) V S.A.]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
by
	/s/ Robert Hetu
Name:	Robert Hetu
Title:	Managing Director
by
	/s/ Kevin Buddhdew
Name:	Kevin Buddhdew
Title:	Associate

[Signature Page to Guarantor Joinder of Beverage Packaging Holdings (Luxembourg) V S.A.]

EX-10.2.90

EXHIBIT 10.2.90

EXECUTION

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “New Senior Note Guarantor”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing for the issuance of the Issuer’s 8% Senior Notes due 2016 (the “Securities”), initially in the aggregate principal amount of €480,000,000;

WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Senior Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Senior Note Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Senior Note Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Senior Note Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Senior Note Guarantor hereby agrees, jointly and severally with all existing Senior Note Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X and Article

XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Senior Note Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Senior Note Guarantor shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

6. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Senior Note Guarantor. Furthermore, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Paul Cattermole
Name:	Paul Cattermole
Title:	Vice President

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
By:	/s/ Gregory Cole
Name:	Gregory Cole
Title:	Authorised Signatory

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

EX-10.2.91

EXHIBIT 10.2.91

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “New Senior Note Guarantor”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing for the issuance of the Issuer’s 8% Senior Notes due 2016 (the “Securities”), initially in the aggregate principal amount of €480,000,000;

WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Senior Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Senior Note Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Senior Note Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Senior Note Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. The term “Guarantee” in this Supplemental Indenture shall refer to the term “guarantee” as defined in the Indenture.

2. Agreement to Guarantee. The New Senior Note Guarantor hereby agrees, jointly and severally with all existing Senior Note Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X and Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Senior Note Guarantor under the Indenture.

3. Guarantee Limitation. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Senior Note Guarantor shall be limited so that the maximum amount payable by the New Senior Note Guarantor under its obligations under (i) Section 10.01 of the Third Amended and Restated Credit Agreement (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Credit Agreement”) dated 28 September 2012 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.), Pactiv LLC (f/k/a Pactiv Corporation), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V. as borrowers, Reynolds Group Holdings Limited (“Holdings”), the lenders from time to time party thereto and Credit Suisse AG, as administrative agent (the “Administrative Agent”), (ii) the Senior Secured Note Indentures (as defined in the Credit Agreement), (iii) the Senior Unsecured Note Indentures (as defined in the Credit Agreement), (iv) the Guarantee, the Indenture and the indenture governing the Senior Subordinated Securities and (v) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any obligor (including the Issuer) that is not a direct or indirect subsidiary of such New Senior Note Guarantor, shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg law.

4. Notices. All notices or other communications to the New Senior Note Guarantor shall be given as provided in Section 13.02 of the Indenture.

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

2

7. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Senior Note Guarantor. Furthermore, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorizing Signatory

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Paul Cattermole
Name:	Paul Cattermole
Title:	Vice President

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
By:	/s/ Gregory Cole
Name:	Gregory Cole
Title:	Authorised Signatory

[Signature Page to the Supplemental Indenture – 2007 Senior Notes]

EX-10.3.90

EXHIBIT 10.3.90

EXECUTION

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), International Tray Pads & Packaging, Inc. (the “New Subordinated Guarantor”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).

W  I  T  N  E  S  S  E  T  H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing for the issuance of the Issuer’s 9 ¹/₂% Senior Subordinated Notes due 2017 (the “Securities”), initially in the aggregate principal amount of €420,000,000;

WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Subordinated Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subordinated Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Subordinated Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subordinated Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Subordinated Guarantor hereby agrees, jointly and severally with all existing Subordinated Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Securities and the

Indenture on the terms and subject to the conditions set forth in Article X and Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Subordinated Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Subordinated Guarantor shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

6. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subordinated Guarantor. Furthermore, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

INTERNATIONAL TRAY PADS & PACKAGING, INC.
	By	/s/ Joseph Doyle
	Name:	Joseph Doyle
	Title:	Secretary

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Paul Cattermole
Name:	Paul Cattermole
Title:	Vice President

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
By:	/s/ Gregory Cole
Name:	Gregory Cole
Title:	Authorised Signatory

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

EX-10.3.91

EXHIBIT 10.3.91

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “New Subordinated Guarantor”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing for the issuance of the Issuer’s 9 ¹/₂% Senior Subordinated Notes due 2017 (the “Securities”), initially in the aggregate principal amount of €420,000,000;

WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Subordinated Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subordinated Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Subordinated Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subordinated Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. The term “Guarantee” in this Supplemental Indenture shall refer to the term “guarantee” as defined in the Indenture.

2. Agreement to Guarantee. The New Subordinated Guarantor hereby agrees, jointly and severally with all existing Subordinated Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X and Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Subordinated Guarantor under the Indenture.

3. Guarantee Limitation. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Subordinated Guarantor shall be limited so that the maximum amount payable by the New Subordinated Guarantor under its obligations under (i) Section 10.01 of the Third Amended and Restated Credit Agreement (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Credit Agreement”) dated 28 September 2012 and entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.), Pactiv LLC (f/k/a Pactiv Corporation), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V. as borrowers, Reynolds Group Holdings Limited (“Holdings”), the lenders from time to time party thereto and Credit Suisse AG, as administrative agent (the “Administrative Agent”), (ii) the Senior Secured Note Indentures (as defined in the Credit Agreement), (iii) the Senior Unsecured Note Indentures (as defined in the Credit Agreement), (iv) the Guarantee, the Indenture and the indenture governing the Senior Securities and (v) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any obligor (including the Issuer) that is not a direct or indirect subsidiary of such New Subordinated Guarantor, shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg law.

4. Notices. All notices or other communications to the New Subordinated Guarantor shall be given as provided in Section 13.02 of the Indenture.

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

2

7. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subordinated Guarantor. Furthermore, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
By
	/s/ Karen M. Mower
Name:	Karen M. Mower
Title:	Authorized Signatory

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Paul Cattermole
Name:	Paul Cattermole
Title:	Vice President

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
By:	/s/ Gregory Cole
Name:	Gregory Cole
Title:	Authorised Signatory

2007 SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE

EX-10.5.12

EXHIBIT 10.5.12

EXECUTION VERSION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

REAFFIRMATION AGREEMENT, dated as of September 28, 2012 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products Inc. and Beverage Packaging Holdings (Luxembourg) III S.à r.l. (collectively, with SIG Euro Holding AG & Co. KGaA, Closure Systems International B.V. and SIG Austria Holding GmbH, the “Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A. (“Lux Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds Group Issuer Inc. (“Inc. Issuer”) (collectively, the “Issuers”), (d) the Grantors listed on Schedule A hereto (the “Security Reaffirming Parties”) and the Grantors listed on Schedule C hereto (together with the Security Reaffirming Parties, the “Reaffirming Parties”), (e) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (f) The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture (as defined below) (in such capacity, the “September 2012 Trustee”), (g) The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “August 2011 Trustee”), (h) The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “February 2011 Trustee”), (i) The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture (as defined below) (in such capacity, the “October 2010 Trustee”), (j) The Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture (as defined below) (in such capacity, the “November 2009 Trustee”) and (k) The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents (together, the “Collateral Agents”) under the First Lien Intercreditor Agreement (as defined below).

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

B. Pursuant to the Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of the date hereof (“Amendment No. 7”), related to the Third Amended and Restated Credit Agreement dated as of September 28, 2012, among Holdings, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (the “Credit Agreement”), certain Borrowers have, on the date hereof, borrowed the Term Loans.

C. The Issuers (as successors to the issuers under the November 2009 Senior Secured Notes Indenture), the Collateral Agents, the November 2009 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of November 5, 2009 (as amended or supplemented prior to the date hereof, the “November 2009 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities.

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

E. The Issuers, the Collateral Agents, the February 2011 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of February 1, 2011 (as amended or supplemented prior to the date hereof, the “February 2011 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities. On February 1, 2011, in connection with such issuance, the February 2011 Trustee became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

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

G. The Issuers, the Collateral Agents, the September 2012 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, have entered into an indenture, dated the date of this Agreement (the “September 2012 Senior Secured Notes Indenture”), pursuant to which the Issuers have issued, on the date of this Agreement, certain

debt securities (the “September 2012 Senior Secured Notes”). On the date hereof, in connection with such issuance, the September 2012 Trustee has become a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

H. Certain of the Security Reaffirming Parties are party to one or more of the Reaffirmed Security Documents (as defined below).

I. Each Reaffirming Party expects to realize, or has realized, direct and indirect benefits as a result of the funding of the Term Loans, the issuance of the September 2012 Senior Secured Notes and the consummation of the transactions contemplated thereby.

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

ARTICLE I

Reaffirmation

SECTION 1.01. Reaffirmation. (a) Each Security Reaffirming Party (i) agrees that, notwithstanding the borrowing of the Term Loans and the issuance of the September 2012 Senior Secured Notes, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (A) the Term Loans, which shall, as of the date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the “Secured Obligations” as defined in the September 2012 Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 7 and the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 7 and the amendment and restatement of the Credit Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of the Bank Obligations under the Credit Agreement and the other Loan Documents, including the Term Loans.

(c) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, the obligations under the Term Loans and the “Secured Obligations” as defined in the September 2012 Senior Secured Notes Indenture constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B.

(d) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as applicable, in relation to all Obligations following the funding of the Term Loans, the issuance of the September 2012 Senior Secured Notes and the Secured Notes Designation.

ARTICLE II

Representations and Warranties

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

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

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

SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the date hereof that each Reaffirming Party and the Grantors listed on Schedule D (which are not signatories hereto) hereto constitute all of the Grantors under the Credit Agreement and the First Lien Intercreditor Agreement existing immediately prior to the date hereof.

ARTICLE III

Miscellaneous

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

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart

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

SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become effective on the date when copies hereof, which when taken together bear the signatures of each Reaffirming Party, the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee, the October 2010 Trustee and the November 2009 Trustee, shall have been received by each of the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee, the October 2010 Trustee and the November 2009 Trustee. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic imaging means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

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

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

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

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

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

[remainder of page intentionally blank; signature page is next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

REYNOLDS GROUP HOLDINGS LIMITED,
	By:
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Authorised Signatory
	and Witnessed by:
		/s/    Karen Mower
		Name:	Karen Mower

Address: Sydney, Australia

Occupation: Lawyer

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

REYNOLDS GROUP HOLDINGS INC.
	By:
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
	By:
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A, a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.914
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

Luxembourg

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

BAKERS CHOICE PRODUCTS, INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
BLUE RIDGE HOLDING CORP.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
BRPP, LLC.
BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
BLUE RIDGE PAPER PRODUCTS INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CSI MEXICO LLC
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CSI SALES & TECHNICAL SERVICES INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
EVERGREEN PACKAGING INC.
	By
		/s/ John C. Pekar
		Name:	John C. Pekar
		Title:	Assistant Secretary
EVERGREEN PACKAGING INTERNATIONAL (US) INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

EVERGREEN PACKAGING USA INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GPACSUB LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GPC CAPITAL CORP. I
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GPC CAPITAL CORP. II
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GPC HOLDINGS LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

GPC OPCO GP LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GPC SUB GP LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING ACQUISITION CORP.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING COMPANY INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING COMPANY, L.P.
	By:	GPC OPCO GP L.L.C., its general partner
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

GRAHAM PACKAGING GP ACQUISITION LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
	By:	BCP/Graham Holdings L.L.C., its general partner
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING LC, L.P.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING LP ACQUISITION LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING MINSTER LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

GRAHAM PACKAGING PET TECHNOLOGIES INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PX COMPANY
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President, Secretary and General Counsel
GRAHAM PACKAGING PX HOLDING CORPORATION
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING PX, LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

GRAHAM PACKAGING REGIOPLAST STS INC.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM RECYCLING COMPANY, L.P.
	By:	GPC SUB GP L.L.C., its general partner
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
NEWSPRING INDUSTRIAL CORP.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PACTIV GERMANY HOLDINGS, INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

PACTIV INTERNATIONAL HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PACTIV LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PACTIV MANAGEMENT COMPANY LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PCA WEST INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

PRAIRIE PACKAGING, INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PWP INDUSTRIES, INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
RENPAC HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary
REYNOLDS CONSUMER PRODUCTS INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

REYNOLDS FLEXIBLE PACKAGING INC.
	By
		/s/ Joseph E. Doyle
		Name:	Joseph E. Doyle
		Title:	Vice President and Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
	By
		Joseph E. Doyle
		Name:	Joseph E. Doyle
		Title:	Vice President and Assistant Secretary
REYNOLDS GROUP ISSUER INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

REYNOLDS GROUP ISSUER LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary
REYNOLDS MANUFACTURING, INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary
REYNOLDS PACKAGING HOLDINGS LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary
REYNOLDS PACKAGING KAMA INC.
	By
		/s/ Joseph E. Doyle
		Name:	Joseph E. Doyle
		Title:	Vice President and Assistant Secretary
REYNOLDS PACKAGING LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

REYNOLDS PRESTO PRODUCTS INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary
REYNOLDS SERVICES INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary
SIG COMBIBLOC INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary
SIG HOLDING USA, LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary
SOUTHERN PLASTICS, INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

United States

ULTRA PAC, INC.
	By
		/s/ Joseph E. Doyle
		Name:	Joseph E. Doyle
		Title:	Vice President and Assistant Secretary

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
by
	/s/ Robert Hetu
	Name:	Robert Hetu
	Title:	Managing Director
by
	/s/ Kevin Buddhdew
	Name:	Kevin Buddhdew
	Title:	Associate

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

THE BANK OF NEW YORK MELLON, in its capacity as Collateral Agent,
by
		/s/ Catherine F. Donohue
		Name:	Catherine F. Donohue
		Title:	Vice President
THE BANK OF NEW YORK MELLON, in its capacity as September 2012 Trustee, August 2011 Trustee, February 2011 Trustee, October 2010 Trustee and November 2009 Trustee,
	By:
		/s/ Catherine F. Donohue
		Name:	Catherine F. Donohue
		Title:	Vice President

[SIGNATURE PAGE TO REAFFIRMATION AGREEMENT]

WILMINGTON TRUST (LONDON) LIMITED, in its capacity as Collateral Agent,
by
	/s/ Paul Barton
	Name:	Paul Barton
	Title:	/s/ Relationship Manager

[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]

SCHEDULE A

TO REAFFIRMATION AGREEMENT

List of the Security Reaffirming Parties

JURISDICTION	ENTITY
LUXEMBOURG	Beverage Packaging Holdings (Luxembourg) I S.A. Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à r.l. Reynolds Group Issuer (Luxembourg) S.A.
NEW ZEALAND	Reynolds Group Holdings Limited
UNITED STATES	Bakers Choice Products, Inc. BCP/Graham Holdings L.L.C. Blue Ridge Holding Corp. Blue Ridge Paper Products Inc. BRPP, LLC Closure Systems International Americas, Inc. Closure Systems International Holdings Inc. Closure Systems International Packaging Machinery, Inc. Closure Systems International, Inc. Closure Systems Mexico Holdings LLC CSI Mexico LLC CSI Sales & Technical Services Inc. Evergreen Packaging Inc. Evergreen Packaging International (US) Inc. Evergreen Packaging USA Inc. GPACSUB LLC GPC Capital Corp. I GPC Capital Corp. II GPC Holdings LLC GPC Opco GP LLC GPC Sub GP LLC Graham Packaging Acquisition Corp. Graham Packaging Company Inc. Graham Packaging Company, L.P. Graham Packaging GP Acquisition LLC Graham Packaging Holdings Company Graham Packaging LC, L.P. Graham Packaging LP Acquisition LLC Graham Packaging Minster LLC Graham Packaging PET Technologies Inc. Graham Packaging Plastic Products Inc. Graham Packaging PX Company Graham Packaging PX Holding Corporation Graham Packaging PX, LLC Graham Packaging Regioplast STS Inc. Graham Packaging West Jordan, LLC Graham Recycling Company, L.P. Newspring Industrial Corp. Pactiv Germany Holdings, Inc. Pactiv International Holdings Inc.

JURISDICTION

ENTITY

Pactiv LLC Pactiv Management Company LLC PCA West Inc Prairie Packaging, Inc. PWP Industries, Inc. Renpac Holdings Inc. Reynolds Consumer Products Holdings LLC Reynolds Consumer Products Inc. Reynolds Flexible Packaging Inc. Reynolds Food Packaging LLC Reynolds Group Holdings Inc. Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Manufacturing Inc. Reynolds Packaging Holdings LLC Reynolds Packaging Kama Inc. Reynolds Packaging LLC Reynolds Presto Products Inc. Reynolds Services Inc. SIG Combibloc Inc. SIG Holding USA, LLC Southern Plastics Inc. Ultra Pac, Inc.

SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
LUXEMBOURG	Share Pledge Agreement dated November 5, 2009 and entered into between Reynolds Group Holdings Limited as pledgor and the Collateral Agent, such pledge being granted over the shares held by Reynolds Group Holdings Limited in the share capital of Beverage Packaging Holdings (Luxembourg) I S.A. Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) I S.A. in the share capital of Beverage Packaging Holdings (Luxembourg) III S.à r.l. Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) I S.A. in the share capital of Reynolds Group Issuer (Luxembourg) S.A. Pledge Over Receivables dated November 5, 2009 and entered into by Reynolds Group Issuer (Luxembourg) S.A. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Reynolds Group Issuer (Luxembourg) S.A. towards Beverage Packaging Holdings (Luxembourg) III S.à r.l. under a proceeds loan agreement. Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) I S.A. towards Beverage Packaging Holdings (Luxembourg) III S.à r.l.	“Secured Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) II S.A. as pledgor and the Collateral Agent, such pledge being granted over the claims the pledgor owns against Beverage Packaging Holdings (Luxembourg) I S.A. under certain proceeds loans made by Beverage Packaging Holdings (Luxembourg) II S.A. to Beverage Packaging Holdings (Luxembourg) I S.A. Profit Participating Bonds Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over the Bonds (as defined therein) issued by Beverage Packaging Holdings (Luxembourg) III S.à r.l. and held by Beverage Packaging Holdings (Luxembourg) I S.A. Pledge Over Bank Accounts dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, over certain bank accounts opened with the Account Bank (as defined therein). Pledge Over Bank Accounts dated November 5, 2009 and entered into between Reynolds Group Issuer (Luxembourg) S.A. as pledgor and the Collateral Agent, over certain bank accounts opened with the Account Bank (as defined therein). Pledge Over Receivables dated December 2, 2009 and entered into between Reynolds Group Holdings Limited as pledgor and the Collateral Agent in the presence of Beverage Packaging Holdings (Luxembourg) I S.A., such pledge being granted over certain receivables held by Reynolds Group Holdings Limited towards Beverage Packaging Holdings (Luxembourg) I S.A. under an intercompany loan agreement.

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Pledge Over Receivables dated February 23, 2010 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent in the presence of SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) I S.A. towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan agreements. Share Pledge Agreement dated March 20, 2012 and entered into between Graham Packaging Company, L.P. as pledgor and the Collateral Agent, such pledge being granted over 65% of the shares held by Graham Packaging Company, L.P. in the share capital of Graham Packaging European Holdings (Luxembourg) S.à r.l. Share Pledge Agreement dated March 20, 2012 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l.as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in the share capital of Beverage Packaging Holdings (Luxembourg) IV S.à r.l. Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) III S.à r.l. towards Beverage Packaging Holdings (Luxembourg) I S.A. Pledge Over Bank Accounts dated November 5, 2009, as amended on July 20, 2012, and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, over certain bank accounts opened with the Account Bank (as defined therein).

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Pledge Over Receivables dated May 4, 2010 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent in the presence of SIG Combibloc Holding GmbH, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) III S.à r.l. towards SIG Combibloc Holding GmbH under certain intercompany loan agreements.
NEW ZEALAND	General Security Deed (first ranking) dated November 5, 2009 between Reynolds Group Holdings Limited as Chargor and The Bank of New York Mellon in its capacity as Collateral Agent. Specific Security Deed (first ranking) dated November 5, 2009 between Reynolds Group Holdings Limited as Chargor and The Bank of New York Mellon in its capacity as Collateral Agent.	“Secured Liabilities”
UNITED KINGDOM	Security Assignment of Contractual Rights under a specific contract (of around EUR 7 million) between Beverage Packaging Holdings (Luxembourg) I S.A. as lender and SIG Austria Holding GmbH as borrower dated February 23, 2010. Security Over Cash Agreement granted by Reynolds Consumer Products Inc. (formerly Reynolds Foil Inc.) dated December 19, 2011, in favor of The Bank of New York Mellon in its capacity as Collateral Agent. Security Over Cash Agreement granted by Reynolds Presto Products Inc. dated March 28, 2012, in favor of The Bank of New York Mellon in its capacity as Collateral Agent. Security Assignment of Contractual Rights entered into by and between The Bank of New York Mellon and Beverage Packaging Holdings (Luxembourg) III S.à r.l relating to loans made to SIG Euro Holding AG & Co KGaA and Closure Systems International B.V., dated December 2, 2009.	“Secured Liabilities”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in favor of The Bank of New York Mellon as collateral agent dated February 1, 2011
UNITED STATES	U.S. Collateral Agreement, dated as of November 5, 2009, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., each Subsidiary of Holdings (as defined therein) from time to time party thereto and The Bank of New York Mellon, as Collateral Agent. Patent Security Agreement dated as of September 1, 2010, among Ultra Pac, Inc., Reynolds Food Packaging LLC, Reynolds Packaging LLC and The Bank of New York Mellon. Trademark Security Agreement dated as of September 1, 2010, among Ultra Pac, Inc., Reynolds Food Packaging LLC, Reynolds Packaging LLC and The Bank of New York Mellon. Copyright Security Agreement dated as of November 16, 2010, among Pactiv Corporation and The Bank of New York Mellon. Patent Security Agreement dated as of November 16, 2010, among Pactiv Corporation, Newspring Industrial Corp. Prairie Packaging, Inc., PWP Industries, Inc. and The Bank of New York Mellon. Trademark Security Agreement dated as of November 16, 2010, among Pactiv Corporation, Newspring Industrial Corp. Prairie Packaging, Inc., PWP Industries, Inc. and The Bank of New York Mellon.	“Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Patent Security Agreement dated as of May 2, 2011, among Dopaco, Inc. and The Bank of New York Mellon. Trademark Security Agreement dated as of May 2, 2011, among Dopaco, Inc. and The Bank of New York Mellon Patent Security Agreement dated as of March 20, 2012, among Graham Packaging Company, L.P. and The Bank of New York Mellon Patent Security Agreement dated as of March 20, 2012, among Graham Packaging PET Technologies Inc. and The Bank of New York Mellon Patent Security Agreement dated as of March 20, 2012, among Graham Packaging LC, L.P. and The Bank of New York Mellon Patent Security Agreement dated as of March 20, 2012, among Graham Packaging Plastic Products Inc. and The Bank of New York Mellon Trademark Security Agreement dated as of March 20, 2012, among Graham Packaging Company, L.P. and The Bank of New York Mellon Trademark Security Agreement dated as of March 20, 2012, among Graham Packaging PET Technologies Inc. and The Bank of New York Mellon Trademark Security Agreement dated as of March 20, 2012, among Graham Packaging LC, L.P. and The Bank of New York Mellon

SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust

None

SCHEDULE C

TO THE REAFFIRMATION AGREEMENT

Grantors Reaffirming Guarantees Only

None

SCHEDULE D

TO THE REAFFIRMATION AGREEMENT

Excluded Grantors

JURISDICTION	ENTITY
AUSTRALIA	Whakatane Mill Australia Pty Limited (ACN 143793659)
AUSTRIA	SIG Austria Holding GmbH SIG Combibloc GmbH SIG Combibloc GmbH & Co. KG
BRAZIL	Closure Systems International (Brazil) Sistemas de Vedação Ltda. SIG Beverages Brasil Ltda SIG Combibloc do Brasil Ltda
BVI	CSI Latin American Holdings Corporation
CANADA	Evergreen Packaging Canada Limited Pactiv Canada Inc.
COSTA RICA	CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada
GERMANY	Closure Systems International Deutschland GmbH Closure Systems International Holdings (Germany) GmbH Omni-Pac Ekco GmbH Verpackungsmittel Omni-Pac GmbH Verpackungsmittel Pactiv Deutschland Holdinggesellschaft mbH SIG Beverages Germany GmbH SIG Combibloc GmbH SIG Combibloc Holding GmbH SIG Combibloc Systems GmbH SIG Combibloc Zerspanungstechnik GmbH SIG Euro Holding AG & Co. KGaA SIG Information Technology GmbH SIG International Services GmbH SIG Beteiligungs GmbH
GUERNSEY	SIG Asset Holdings Limited
HONG KONG	Closure Systems International (Hong Kong) Limited Evergreen Packaging (Hong Kong) Limited SIG Combibloc Limited
HUNGARY	CSI Hungary Kft.
JAPAN	Closure Systems International Holdings (Japan) KK Closure Systems International Japan, Limited

JURISDICTION	ENTITY
LUXEMBOURG	Evergreen Packaging (Luxembourg) S.à r.l. Beverage Packaging Holdings (Luxembourg) IV S.à r.l.
MEXICO	Bienes Industriales del Norte, S.A. de C.V. CSI en Ensenada, S. de R.L. de C.V. CSI en Saltillo, S. de R.L. de C.V. CSI Tecniservicio, S. de R.L. de C.V. Evergreen Packaging Mexico, S. de R.L. de C.V. Grupo CSI de Mexico, S. de R.L. de C.V. Reynolds Metals Company de Mexico, S. de R.L. de C.V. Tecnicos de Tapas Innovativas, S.A. de C.V. Pactiv Foodservice México, S. de R.L. de C.V. Grupo Corporativo Jaguar, S.A. de C.V. Servicios Industriales Jaguar, S.A. de C.V. Servicio Terrestre Jaguar, S.A. de C.V. Pactiv Mexico, S. de R.L. de C.V.
THE NETHERLANDS	Closure Systems International B.V. Evergreen Packaging International B.V. Reynolds Consumer Products International B.V. Reynolds Packaging International B.V.
NEW ZEALAND	Whakatane Mill Limited
SWITZERLAND	SIG allCap AG SIG Combibloc Group AG SIG Combibloc Procurement AG SIG Combibloc (Schweiz) AG SIG Schweizerische Industrie-Gesellschaft AG SIG Technology AG
THAILAND	SIG Combibloc Ltd.
UNITED KINGDOM	Closure Systems International (UK) Limited IVEX Holdings, Ltd. J. & W. Baldwin (Holdings) Limited Kama Europe Limited Omni-Pac U.K. Limited Reynolds Consumer Products (UK) Limited Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited) SIG Combibloc Limited SIG Holdings (UK) Limited The Baldwin Group Limited

EX-10.5.13

EXHIBIT 10.5.13

EXECUTION

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

REAFFIRMATION AGREEMENT, dated as of November 7, 2012 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) the Grantors listed on Schedule A hereto (the “Security Reaffirming Parties”) and the Grantors listed on Schedule C hereto (together with the Security Reaffirming Parties, the “Reaffirming Parties”), (c) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (d) The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture (as defined below) (in such capacity, the “September 2012 Trustee”), (e) The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “August 2011 Trustee”), (f) The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “February 2011 Trustee”), (g) The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture (as defined below) (in such capacity, the “October 2010 Trustee”), (h) The Bank of New York Mellon, as trustee under the November 2009 Senior Secured Notes Indenture (as defined below) (in such capacity, the “November 2009 Trustee”) and (i) The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents (together, the “Collateral Agents”) under the First Lien Intercreditor Agreement (as defined below).

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

B. Pursuant to the Amendment No. 7 and Incremental Term Loan Assumption Agreement dated as of September 28, 2012 (“Amendment No. 7”), relating to the Third Amended and Restated Credit Agreement dated as of September 28, 2012, among Holdings, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (the “Credit Agreement”), certain Borrowers have, on the date thereof, borrowed the Term Loans.

C. Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc. (collectively, the “Issuers”) (as successors to the issuers under the November 2009 Senior Secured Notes Indenture), the Collateral Agents, the November 2009 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of November 5, 2009 (as amended or supplemented prior to the date hereof, the “November 2009 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities.

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

E. The Issuers, the Collateral Agents, the February 2011 Trustee and The Bank of New York Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of February 1, 2011 (as amended or supplemented prior to the date hereof, the “February 2011 Senior Secured Notes Indenture”), pursuant to which the Issuers issued certain debt securities. On February 1, 2011, in connection with such issuance, the February 2011 Trustee became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.

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

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

H. Certain of the Security Reaffirming Parties are party to one or more of the Reaffirmed Security Documents (as defined below).

I. Each Reaffirming Party expects to realize, or has realized, direct and indirect benefits as a result of the funding of the Term Loans, the issuance of the September 2012 Senior Secured Notes and the consummation of the transactions contemplated thereby.

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

ARTICLE I

Reaffirmation

SECTION 1.01. Reaffirmation. (a) Each Security Reaffirming Party (i) agrees that, notwithstanding the borrowing of the Term Loans and the issuance of the September 2012 Senior Secured Notes, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (A) the Term Loans, which are, as of September 28, 2012, considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the “Secured Obligations” as defined in the September 2012 Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 7 and the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 7 and the amendment and restatement of the Credit Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of the Bank Obligations under the Credit Agreement and the other Loan Documents, including the Term Loans.

(c) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, the obligations under the Term Loans and the “Secured Obligations” as defined in the September 2012 Senior Secured Notes Indenture constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany).

(d) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as applicable, in relation to all Obligations following the funding of the Term Loans, the issuance of the September 2012 Senior Secured Notes and the Secured Notes Designation.

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

SECTION 1.02. Amendments to Quebec Deeds of Hypothec. Pactiv Canada Inc. (“Pactiv Canada”), Evergreen Packaging Canada Limited (“Evergreen Canada”) and The Bank of New York Mellon, in its capacity as fondé de pouvoir under the Deeds of Hypothec mentioned hereinafter, agree that the definition of “Agreed Security Principles” in the Deeds of Hypothec executed respectively by Reynolds Food Packaging Canada Limited (a predecessor of Pactiv Canada) and by Evergreen Canada on November 16, 2010, shall be supplemented and be deemed to also have the meaning given to such term in any “Additional Agreement” under the First Lien Intercreditor Agreement, the parties acknowledging that to the extent of any inconsistency, the meaning in the Credit Agreement shall prevail.

ARTICLE II

Representations and Warranties

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

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

SECTION 2.03. Enforceability. Each Reaffirming Party hereby represents and warrants as of the date hereof that this Agreement has been duly executed and delivered by such

Reaffirming Party and, subject to the Legal Reservations, constitutes a legal, valid and binding obligation of such Reaffirming Party enforceable against such Reaffirming Party in accordance with its terms.

SECTION 2.04. Grantors. Holdings hereby represents and warrants as of the date hereof that each Reaffirming Party and the Grantors listed on Schedule D (which are not signatories hereto) hereto constitute all of the Grantors under the Credit Agreement and the First Lien Intercreditor Agreement existing immediately prior to the date hereof.

ARTICLE III

Miscellaneous

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

Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart/Paul Barton

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

SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become effective on the date when copies hereof, which when taken together bear the signatures of each Reaffirming Party, the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee, the October 2010 Trustee and the November 2009 Trustee, shall have been received by each of the Collateral Agents, the Administrative Agent, the September 2012 Trustee, the August 2011 Trustee, the February 2011 Trustee, the October 2010 Trustee and the November 2009 Trustee. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a written agreement signed by each of the parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic imaging means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 3.04. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein shall

be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of Holdings, any Borrower, any Issuer or any other Grantor under any Credit Document from any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.

SECTION 3.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR SECTION 1.02, WHICH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

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

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

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

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

[remainder of page intentionally blank; signature page is next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Signed, sealed and delivered by CINDI LEFARI as attorney for WHAKATANE MILL AUSTRALIA PTY LIMITED (ACN 143793659) by the party’s attorney pursuant to power of attorney dated 3 September 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
Karen Mower		Cindi Lefari
Name of Witness		Name of Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Austria

SIG AUSTRIA HOLDING GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GMBH & CO. KG
REPRESENTED BY ITS GENERAL PARTNER SIG COMBIBLOC GMBH
	By:
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Brazil

CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
	By
		/s/ Sergio Henrique Nascimento
		Name:	Sergio Henrique Nascimento
		Title:	Manager
SIG BEVERAGES BRASIL LTDA.
	By
		/s/ Felix Colas Morea
		Name:	Felix Colas Morea
		Title:	Manager
SIG COMBIBLOC DO BRASIL LTDA.
	By
		/s/ Ricardo Lança Rodriguez
		Name:	Ricardo Lança Rodriguez
		Title:	General Director
	By
		/s/ Rodgrigo D. Salamão
		Name:	Rodgrigo D. Salamão
		Title:	Director of Finance

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

British Virgin Islands

CSI LATIN AMERICAN HOLDINGS CORPORATION
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Canada

EVERGREEN PACKAGING CANADA LIMITED
	By
		/s/ Thomas J. Degnan
		Name:	Thomas J. Degnan
		Title:	Authorized Signatory
	By
		/s/ Allen P. Hugli
		Name:	Allen P. Hugli
		Title:	Authorized Signatory
PACTIV CANADA INC.
	By
		/s/ Thomas J. Degnan
		Name:	Thomas J. Degnan
		Title:	Authorized Signatory
	By
		/s/ Allen P. Hugli
		Name:	Allen P. Hugli
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Costa Rica

CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney-in-Fact

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Germany

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
OMNI-PAC GMBH VERPACKUNGSMITTEL
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Germany

SIG BEVERAGES GERMANY GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC SYSTEMS GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Germany

SIG EURO HOLDING AG & CO. KGAA
towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG)
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG), acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
		/s/ Rolf Stangl
		Name:	Rolf Stangl
		Title:	Chairman of the supervisory board
SIG INFORMATION TECHNOLOGY GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Germany

SIG BETEILIGUNGS GMBH
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Channel Islands

SIG ASSET HOLDINGS LTD.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Hong Kong

CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney
SIG COMBIBLOC LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Hungary

CSI HUNGARY KFT.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Japan

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of USD 20,000
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorised Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Mexico

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen Michelle Mower
		Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Mexico

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Mexico

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
EVERGREEN PACKAGING INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney
REYNOLDS PACKAGING INTERNATIONAL B.V.
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Its authorised representative: Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

New Zealand

REYNOLDS GROUP HOLDINGS LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

and witnessed by
	/s/ Jennie Blizard
	Name:	Jennie Blizzard
	Address:	Sydney, Australia
	Occupation:	Lawyer

WHAKATANE MILL LIMITED
	By
		/s/ Karen M. Mower
		Name:	Karen M. Mower
		Title:	Authorized Signatory

and witnessed by
	/s/ Jennie Blizard
	Name:	Jennie Blizzard
	Address:	Sydney, Australia
	Occupation:	Lawyer

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Switzerland

SIG ALLCAP AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC GROUP AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Switzerland

SIG TECHNOLOGY AG
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

Thailand

SIG COMBIBLOC LTD.
	By
		/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

United Kingdom

CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
IVEX HOLDINGS, LTD.
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
KAMA EUROPE LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
OMNI-PAC U.K. LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

United Kingdom

REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
SIG COMBIBLOC LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney
THE BALDWIN GROUP LIMITED
	By
		/s/ Karen Michelle Mower
		Name:	Karen Michelle Mower
		Title:	Attorney

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

United States

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CLOSURE SYSTEMS MEXICO HOLDINGS LLC
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary
CSI MEXICO LLC
	By
		/s/ Stephanie Blackman
		Name:	Stephanie Blackman
		Title:	Secretary

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

GRAHAM PACKAGING ACQUISITION CORP.
	By
		/s/ Joseph B. Hanks
		Name:	Joseph B. Hanks
		Title:	Vice President and Secretary
GRAHAM PACKAGING COMPANY, L.P.
	By:	GPC OPCO GP L.L.C., its general partner
		By
			/s/ Joseph B. Hanks
			Name:	Joseph B. Hanks
			Title:	Vice President and Secretary

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

PACTIV INTERNATIONAL HOLDINGS INC.
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President
PACTIV LLC
	By
		/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Vice President

[SIGNATURE PAGE TO THE SEPTEMBER 2012 REAFFIRMATION AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
by
	/s/ James Moran
	Name:	James Moran
	Title:	Managing Director
by
	/s/ Tyler R. Smith
	Name:	Tyler R. Smith
	Title:	Associate

STATE OF NEW YORK

COUNTY OF New York

On the 5 day of November in the year 2012 before me, the undersigned, personally appeared James Moran, Managing Director, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Majorie E. Bull

Name: Marjorie E. Bull

Notary Public, State of New York

No. 01BU6055282

Qualified in New York County

Commission Expires February 20, 2015

Sworn to before me this 5 day of November, 2012

Notary Public

Printed Name: Marjorie E. Bull

My Commission Expires: 02/20/2015

STATE OF NEW YORK

COUNTY OF New York

On the 5 day of November in the year 2012 before me, the undersigned, personally appeared Tyler R. Smith, Associate, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Majorie E. Bull

Name: Marjorie E. Bull

Notary Public, State of New York

No. 01BU6055282

Qualified in New York County

Commission Expires February 20, 2015

Sworn to before me this 5 day of November, 2012

Notary Public

Printed Name: Marjorie E. Bull

My Commission Expires: 02/20/2015

[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]

THE BANK OF NEW YORK MELLON, in its capacity as Collateral Agent,
by
	/s/ Orla Forrester
	Name:	Orla Forrester
	Title:	Vice President
THE BANK OF NEW YORK MELLON, in its capacity as September 2012 Trustee, August 2011 Trustee, February 2011 Trustee, October 2010 Trustee and November 2009 Trustee,
	By:
		/s/ Orla Forrester
		Name:	Orla Forrester
		Title:	Vice President

[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]

WILMINGTON TRUST (LONDON) LIMITED, in its capacity as Collateral Agent,
by
	/s/ Elaine Lockhart
	Name:	Elaine Lockhart
	Title:	Director

[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]

SCHEDULE A

TO REAFFIRMATION AGREEMENT

List of the Security Reaffirming Parties

JURISDICTION	ENTITY
AUSTRIA	SIG Austria Holding GmbH SIG Combibloc GmbH SIG Combibloc GmbH & Co. KG
BRAZIL	Closure Systems International (Brazil) Sistemas de Vedação Ltda. SIG Beverages Brasil Ltda SIG Combibloc do Brasil Ltda
BRITISH VIRGIN ISLANDS	CSI Latin American Holdings Corporation
CANADA	Evergreen Packaging Canada Limited Pactiv Canada Inc.
GERMANY	Closure Systems International Deutschland GmbH Closure Systems International Holdings (Germany) GmbH Omni-Pac Ekco GmbH Verpackungsmittel Omni-Pac GmbH Verpackungsmittel Pactiv Deutschland Holdinggesellschaft mbH SIG Beverages Germany GmbH SIG Combibloc GmbH SIG Combibloc Holding GmbH SIG Combibloc Systems GmbH SIG Combibloc Zerspanungstechnik GmbH SIG Euro Holding AG & Co. KGaA SIG Information Technology GmbH SIG International Services GmbH SIG Beteiligungs GmbH (formerly SIG Vietnam Beteiligungs GmbH)
GUERNSEY	SIG Asset Holdings Limited
HONG KONG	Closure Systems International (Hong Kong) Limited SIG Combibloc Limited
HUNGARY	CSI Hungary Kft.
LUXEMBOURG	Evergreen Packaging (Luxembourg) S.à r.l. Beverage Packaging Holdings (Luxembourg) III S.à r.l. Beverage Packaging Holdings (Luxembourg) IV S.à r.l.
MEXICO	Bienes Industriales del Norte, S.A. de C.V. CSI en Ensenada, S. de R.L. de C.V. CSI en Saltillo, S. de R.L. de C.V. CSI Tecniservicio, S. de R.L. de C.V. Evergreen Packaging Mexico, S. de R.L. de C.V. Grupo CSI de Mexico, S. de R.L. de C.V.

JURISDICTION	ENTITY
	Reynolds Metals Company de Mexico, S. de R.L. de C.V. Tecnicos de Tapas Innovativas, S.A. de C.V. Pactiv Foodservice México, S. de R.L. de C.V. Grupo Corporativo Jaguar, S.A. de C.V. Servicios Industriales Jaguar, S.A. de C.V. Servicio Terrestre Jaguar, S.A. de C.V. Pactiv Mexico, S. de R.L. de C.V.
THE NETHERLANDS	Closure Systems International B.V. Evergreen Packaging International B.V. Reynolds Consumer Products International B.V. Reynolds Packaging International B.V.
NEW ZEALAND	Whakatane Mill Limited
SWITZERLAND	SIG allCap AG SIG Combibloc Group AG SIG Combibloc Procurement AG SIG Combibloc (Schweiz) AG SIG Schweizerische Industrie-Gesellschaft AG (formerly SIG Reinag AG) SIG Technology AG
THAILAND	SIG Combibloc Ltd.
UNITED KINGDOM	Closure Systems International (UK) Limited IVEX Holdings, Ltd. J. & W. Baldwin (Holdings) Limited Kama Europe Limited Omni-Pac U.K. Limited Reynolds Consumer Products (UK) Limited Reynolds Subco (UK) Limited (formerly BACO Consumer Products Limited) SIG Combibloc Limited The Baldwin Group Limited
UNITED STATES	Closure Systems International Holdings Inc. Closure Systems Mexico Holdings LLC CSI Mexico LLC Graham Packaging Acquisition Corp. Graham Packaging Company, L.P. Pactiv International Holdings Inc. Pactiv LLC (formerly Pactiv Corporation)

SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part I

List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon

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

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

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

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

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

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

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

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

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

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

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

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

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

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

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Account Pledge Agreement dated November 16, 2010 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated March 2, 2011 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated September 8, 2011 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010. Account Pledge Agreement dated November 16, 2010 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated March 2, 2011 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated September 8, 2011 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure

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

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

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

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Closure Systems International Holdings (Germany) GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Global Assignment Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Global Assignment Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as assignor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011.

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Security Transfer Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. IP Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. IP Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011. Security Purpose Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH and Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as chargors and The Bank of New York Mellon as Collateral Agent relating to certain land charges, as amended by certain confirmation and amendment agreements dated May 4, 2010, November 16, 2010, March 2, 2011 and September 8, 2011.

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

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

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

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

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Account Pledge Agreement dated September 8, 2011 and entered into between Omni-Pac GmbH Verpackungsmittel as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee. Share pledge agreement dated March 4, 2010 over the shares in SIG Euro Holding AG & Co. KGaA granted by SIG Austria Holding GmbH in favour of The Bank of New York Mellon, as amended by a confirmation and amendment agreement dated August 27, 2010. Share pledge agreement dated January 14, 2011 over the shares in SIG Euro Holding AG & Co. KGaA granted by SIG Austria Holding GmbH in favour of The Bank of New York Mellon. Share pledge agreement dated June 7, 2011 over the shares in SIG Euro Holding AG & Co. KGaA granted by SIG Austria Holding GmbH in favour of The Bank of New York Mellon. Share pledge agreement dated October 14, 2011 over the shares in SIG Euro Holding AG & Co. KGaA granted by SIG Austria Holding GmbH in favour of The Bank of New York Mellon.
JAPAN	Blanket Security Over Shares Agreement, dated as of December 2, 2009, among The Bank of New York Mellon, as Collateral Agent, the Secured Parties (as defined therein) and Closure Systems International B.V. Blanket Security Over Shares Agreement, dated as of June 1, 2012, among The Bank of New York Mellon, as Collateral Agent, the Secured Parties (as defined therein) and Graham Packaging Acquisition Corp. as Pledgor in respect of 65% of the shares of Graham Packaging Japan Godo Kaisha.	“Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
LUXEMBOURG	Pledge Over Shares Agreement dated May 4, 2010 between SIG Combibloc Holding GmbH and The Bank of New York Mellon in respect of shares in Evergreen Packaging (Luxembourg) S.à r.l. Pledge Over Bank Accounts dated May 4, 2010 between Evergreen Packaging (Luxembourg) S.à r.l and The Bank of New York Mellon. Pledge Over Shares Agreement dated March 20, 2012 between Beverage Packaging Holdings (Luxembourg) IV S.à r.l. and The Bank of New York Mellon in respect of shares in Beverage Packaging Factoring (Luxembourg) S.à r.l. Pledge Over Bank Accounts dated March 20, 2012 between Beverage Packaging Holdings (Luxembourg) IV S.à r.l. and The Bank of New York Mellon.	“Secured Obligations”
MEXICO	Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated January 29, 2010 executed by and among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., and Técnicos de Tapas Innovativas, S.A. de C.V. as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee. Equity Interests Pledge Agreement (Contrato de Prenda sobre Acciones y Partes Sociales) dated January 29, 2010 executed by and among Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., and Closure Systems Mexico Holdings LLC, as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the	“Obligaciones Garantizadas”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	acknowledgment of Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., CSI Tecniservicio, S. de R.L. de C.V., and CSI en Ensenada, S. de R.L. de C.V. Irrevocable Security Trust Agreement with Reversion Rights number F/00737 (Contrato de Fideicomiso de Garantía con Derechos de Reversión No. F/00737), dated January 29, 2010 executed by and among CSI en Saltillo, S. de R.L. de C.V., as trustor, The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary. Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated May 4, 2010, executed by and between Evergreen Packaging Mexico, S. de R.L. de C.V., as pledgor, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee. Partnership Interest Pledge Agreement (Contrato de Prenda sobre Parte Social) dated May 4, 2010, executed by and between Evergreen Packaging International B.V., as pledgor, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgment of Evergreen Packaging Mexico, S. de R.L. de C.V. Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated September 1, 2010, executed by Reynolds Metals Company de Mexico, S. de R.L. de C.V., as pledgor, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee.

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Partnership Interests Pledge Agreement (Contrato de Prenda sobre Partes Sociales) dated September 1, 2010, executed by and among Reynolds Packaging International B.V. and Closure Systems International B.V., as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee. Equity Interests Pledge Agreement (Contrato de Prenda sobre Acciones y Partes Sociales) dated April 19, 2011 executed by and among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., Central de Bolsas, S. de R.L. de C.V. (now Pactiv Foodservice México, S. de R.L. de C.V.), Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv Corporation (now Pactiv LLC) and Pactiv International Holdings Inc., as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgment of Pactiv México, S. de R.L. de C.V. Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated April 19, 2011, executed by and among Central de Bolsas, S. de R.L. de C.V. (now Pactiv Foodservice México, S. de R.L. de C.V.), Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V. and Pactiv México, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee.
THE NETHERLANDS	Notarial Deed of Pledge of Registered Shares dated November 5, 2009 between Closure Systems International (Luxembourg) S.à r.l. as pledgor, the Pledgee and Closure Systems	“Secured Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	International B.V. as the Company, in respect of which all obligations of the pledgor have been assumed by Beverage Packaging Holdings (Luxembourg) III S.à r.l. Notarial deed of pledge of registered shares dated November 5, 2009 between Reynolds Consumer Products (Luxembourg) S.à r.l. as pledgor, the Pledgee and Reynolds Consumer Products International B.V. as the Company, in respect of which all obligations of the pledgor have been assumed by Closure Systems International B.V. following a contribution of the shares of Reynolds Consumer Products International B.V. to Closure Systems International B.V. Disclosed Pledge of Bank Accounts dated November 5, 2009 between Closure Systems International B.V. and Reynolds Consumer Products International B.V. and the Pledgee (as defined therein). Disclosed Pledge of Bank Accounts dated May 4, 2010 between Evergreen Packaging International B.V. and The Bank of New York Mellon. Notarial Deed of Pledge of Registered Shares dated May 4, 2010 between Evergreen Packaging (Luxembourg) S.à.r.l and The Bank of New York Mellon in respect of shares in Evergreen Packaging International B.V. Disclosed Pledge of Bank Accounts dated September 1, 2010 between Reynolds Packaging International B.V. and The Bank of New York Mellon. Notarial Deed of Pledge of Registered Shares dated September 1, 2010 between Closure Systems International B.V. and The Bank of New York Mellon in respect of shares in Reynolds Packaging International B.V. Deed of Pledge of Registered Shares dated June 1, 2012, between Graham Packaging

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Acquisition Corp. and The Bank of New York Mellon in respect of 65% of the shares held in Graham Packaging Holdings B.V.
UNITED KINGDOM	Debenture granted by Reynolds Subco (UK) Limited (formerly, BACO Consumer Products Limited) dated December 17, 2009. Security Over Shares Agreement over shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. dated December 2, 2009. Debenture granted by Closure Systems International (UK) Limited dated December 2, 2009. Security Over Shares Agreement over shares in Reynolds Consumer Products (UK) Limited granted by Reynolds Consumer Products International B.V. dated December 2, 2009. Debenture granted by Reynolds Consumer Products (UK) Limited dated December 2, 2009. Debenture granted by SIG Combibloc Limited dated December 2, 2009. Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent dated March 10, 2010. Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent dated March 10, 2010. Security Over Shares Agreement between SIG Combibloc Holding GmbH and The Bank of New York Mellon, in respect of the shares in SIG Combibloc Limited dated August 16, 2010.	“Secured Liabilities”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Debenture between Ivex Holdings, Ltd. and The Bank of New York Mellon dated September 1, 2010. Debenture between Kama Europe Limited and The Bank of New York Mellon dated September 1, 2010. Security Over Shares Agreement between Reynolds Packaging International B.V. and The Bank of New York Mellon, relating to shares in Ivex Holdings, Ltd dated September 1, 2010. Debenture granted by Omni-Pac U.K. Limited dated November 16, 2010. Debenture granted by The Baldwin Group Limited dated November 16, 2010. Debenture granted by J. & W. Baldwin (Holdings) Limited dated November 16, 2010.
UNITED STATES	U.S. Collateral Agreement, dated as of November 5, 2009, among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., each Subsidiary of Holdings (as defined therein) from time to time party thereto and The Bank of New York Mellon, as Collateral Agent.	“Obligations”

SCHEDULE B

TO THE REAFFIRMATION AGREEMENT

Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust

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

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

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Account pledge agreement dated March 4, 2010 over bank accounts located in Germany granted by SIG Austria Holding GmbH in favor of Wilmington Trust (London) Limited, as amended by a confirmation and amendment agreement dated August 27, 2010. Account pledge agreement dated January 14, 2011 over bank accounts located in Germany granted by SIG Austria Holding GmbH in favor of Wilmington Trust (London) Limited. Account pledge agreement dated June 7, 2011 over bank accounts located in Germany granted by SIG Austria Holding GmbH in favor of Wilmington Trust (London) Limited. Account pledge agreement dated October 14, 2011 over bank accounts located in Germany granted by SIG Austria Holding GmbH in favor of Wilmington Trust (London) Limited. Account Pledge Agreement dated February 3, 2010 entered into between SIG Asset Holdings Limited as pledgor, Wilmington Trust (London) Limited as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated 4 May 2010. Account Pledge Agreement dated November 16, 2010 entered into between SIG Asset Holdings Limited as pledgor, and Wilmington Trust (London) Limited as Collateral Agent. Account Pledge Agreement dated February 1, 2011 entered into between SIG Asset Holdings Limited as pledgor, and Wilmington Trust (London) Limited as Collateral Agent. Account Pledge Agreement dated February 9, 2011 entered into between SIG Asset Holdings Limited as pledgor, and Wilmington Trust (London) Limited as Collateral Agent.

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Account Pledge Agreement dated September 8, 2011 entered into between SIG Asset Holdings Limited as pledgor, and Wilmington Trust (London) Limited as Collateral Agent.
GUERNSEY	Security Interest Agreement over Securities relating to SIG Asset Holdings Limited dated January 29, 2010 between SIG Combibloc Group AG and Wilmington Trust (London) Limited as Collateral Agent. Security Interest Agreement over Third Party Bank Account of SIG Asset Holdings Limited dated January 29, 2010 between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as Collateral Agent.	“Obligations”
HONG KONG	Security over Shares Agreement dated February 25, 2010 entered into by Closure Systems International B.V. over its shares in Closure Systems International (Hong Kong) Limited. Security over Shares Agreement dated February 25, 2010 entered into by SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) over its shares in SIG Combibloc Limited. Debenture granted by Closure Systems International (Hong Kong) Limited dated February 25, 2010. Debenture granted by SIG Combibloc Limited dated February 25, 2010. Security over Shares Agreement dated June 1, 2012 entered into by Graham Packaging Company, L.P. over 65% of its shares in Graham Packaging Asia Limited.	“Secured Liabilities”
HUNGARY	Quota Charge Agreement dated January 29, 2010 over quotas in CSI Hungary Kft. granted by Closure Systems International B.V. in favour of Wilmington Trust (London) Limited.	“Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Agreement Constituting Floating Charge dated January 29, 2010 granted by CSI Hungary Kft. in favour of Wilmington Trust (London) Limited. Agreement Constituting Framework Fixed Charge Over Moveable Assets dated January 29, 2010 granted by CSI Hungary Kft. in favour of Wilmington Trust (London) Limited. Charge and Security Deposit Over Bank Accounts Agreement dated January 29, 2010 granted by CSI Hungary Kft. in favour of Wilmington Trust (London) Limited. Account pledge agreement dated March 4, 2010 over bank accounts located in Hungary granted by SIG Combibloc GmbH & Co. KG in favor of Wilmington Trust (London) Limited.
NEW ZEALAND	General Security Deed dated May 28, 2010 between Whakatane Mill Limited and Wilmington Trust (London) Limited. Specific Security Deed dated May 28, 2010 in respect of shares in Whakatane Mill Limited, between SIG Combibloc Holding GmbH and Wilmington Trust (London) Limited. Real property mortgages given by Whakatane Mill Limited in respect of the following certificates of title: SA685/3; SA658/133; SA657/97; SA1743/3; SA942/52; SA5B/958; 305221 (South Auckland Registry); 577451 (South Auckland Registry); SA1006/36; SA1443/56 and SA802/138. Charge over account dated September 8, 2011 between Whakatane Mill Limited and Wilmington Trust (London) Limited.	“Secured Liabilities”
THAILAND	Share Pledge Agreement in respect of shares in SIG Combibloc Ltd granted by SIG Combibloc Holding GmbH dated January 29, 2010 between SIG Combibloc Holding GmbH as pledgor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein) and the Pledge Supplement dated July 6, 2011.	“Obligations”

JURISDICTION	DOCUMENTS	Local term covering “Obligations” as defined in the FLICA
	Conditional assignment of bank accounts agreement dated January 29, 2010 between SIG Combibloc Ltd. as assignor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein). Conditional assignment of receivables agreement dated January 29, 2010 (including all supplemental conditional assignment of receivables agreements) between SIG Combibloc Ltd. as assignor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein).
UNITED KINGDOM	Security Over Cash Agreement granted by CSI Hungary Kft., dated January 29, 2010, in favour of Wilmington Trust (London) Limited as the collateral agent.	“Secured Liabilities”

SCHEDULE C

TO THE REAFFIRMATION AGREEMENT

Grantors Reaffirming Guarantees Only

Australia:

Whakatane Mill Australia Pty Limited (ACN 143 793 659)

Costa Rica:

CSI Closure Systems Manufacturing de Centro America Sociedad de Responsabilidad Limitada

Japan:

Closure Systems International Japan, Limited

Closure Systems International Holdings (Japan) KK

SCHEDULE D

TO THE REAFFIRMATION AGREEMENT

Excluded Grantors

JURISDICTION	ENTITY
LUXEMBOURG	Beverage Packaging Holdings (Luxembourg) I S.A. Beverage Packaging Holdings (Luxembourg) II S.A. Reynolds Group Issuer (Luxembourg) S.A.
NEW ZEALAND	Reynolds Group Holdings Limited
UNITED STATES	Bakers Choice Products, Inc. BCP/Graham Holdings L.L.C. Blue Ridge Holding Corp. Blue Ridge Paper Products Inc. BRPP, LLC Closure Systems International Americas, Inc. Closure Systems International Packaging Machinery, Inc. Closure Systems International, Inc. CSI Sales & Technical Services Inc. Evergreen Packaging Inc. Evergreen Packaging International (US) Inc. Evergreen Packaging USA Inc. GPACSUB LLC GPC Capital Corp. I GPC Capital Corp. II GPC Holdings LLC GPC Opco GP LLC GPC Sub GP LLC Graham Packaging Company Inc. Graham Packaging GP Acquisition LLC Graham Packaging Holdings Company Graham Packaging LC, L.P. Graham Packaging LP Acquisition LLC Graham Packaging Minster LLC Graham Packaging PET Technologies Inc. Graham Packaging Plastic Products Inc. Graham Packaging PX Company Graham Packaging PX Holding Corporation Graham Packaging PX, LLC Graham Packaging Regioplast STS Inc. Graham Packaging West Jordan, LLC Graham Recycling Company, L.P. Pactiv Germany Holdings, Inc. Pactiv Management Company LLC PCA West Inc. PWP Industries, Inc. Renpac Holdings Inc. Reynolds Consumer Products Holdings LLC Reynolds Consumer Products Inc. Reynolds Flexible Packaging Inc.

JURISDICTION	ENTITY
	Reynolds Food Packaging LLC Reynolds Group Holdings Inc. Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Manufacturing Inc. Reynolds Packaging Holdings LLC Reynolds Packaging Kama Inc. Reynolds Packaging LLC Reynolds Presto Products Inc. Reynolds Services Inc. SIG Combibloc Inc. SIG Holding USA, LLC Southern Plastics Inc. Ultra Pac, Inc.

EX-10.135

Exhibit 10.135

Agreement of Indemnification

Dated 2 November, 2012

Reynolds Group Holdings Limited

for the benefit and in favour of

the Indemnitees defined in this Agreement of Indemnification

(United States – International Tray Pads & Packaging, Inc.)

Contents

Clause		Page
1.	Definitions		1
2.	Indemnification		2
3.	Limitations on Indemnification		2
4.	Indemnification Procedure		2
5.	Severability		3
6.	Governing law		3
7.	Amendments		3
8.	Continuation of Agreement		3
Schedule
1.	Part A: U.S. Obligor		6
2.	Part B: List of Indemnitees		8

THIS AGREEMENT OF INDEMNIFICATION is made on 2 November, 2012

BY:

Reynolds Group Holdings Limited, a company registered in New Zealand whose registered office is at c/o Bell Gully (GJM), Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand (“RGHL”);

IN FAVOUR AND FOR THE BENEFIT OF:

Each Indemnitee (as defined below).

BACKGROUND

A. The U.S. Obligor (as defined below) is an indirect subsidiary of RGHL and a member of the Reynolds group of companies (the “Reynolds Group”). It is currently intended that the U.S. Obligor will become a guarantor and/or security provider (as relevant) in respect of the Reynolds Group’s existing financing arrangements (the “Existing Financing Arrangements”).

B. In addition, the U.S. Obligors may be required to take certain steps as may be necessary or desirable to effect other acquisitions, dispositions, financings, refinancings or corporate restructurings in connection with any future acquisition, disposition, financing, corporate restructuring or any other transaction entered into by members of the Reynolds Group, including, without limitation, by way of entry into any acquisition agreement, indenture, credit or other financing agreement, intercreditor agreement, guarantee, security document, purchase agreement, registration rights agreement or any other document, or any joinder to, or amendment or affirmation of, such document (each such transaction, a “Prospective Transaction”, and collectively, the “Prospective Transactions”).

(The Existing Financing Arrangements together with the Prospective Transactions are, collectively, the “Transactions”, and the documents relating to the Transactions, are collectively, the “Transaction Documents”.)

C. RGHL has agreed to provide an indemnity to the Indemnitees (as defined below) in respect of the Transactions, as further described below.

It is the intention of RGHL that this document be executed as an agreement (this “Agreement”) in favour and for the benefit of each Indemnitee.

THIS AGREEMENT WITNESSES as follows:

1. Definitions

“Indemnitee” means each person listed in Part B of the Schedule to this Agreement and, after the date of this Agreement, any person serving as or elected to or appointed to serve as a director or officer of the U.S. Obligor; and “U.S. Obligor” means the company listed in Part A of the Schedule to this Agreement.

2. Indemnification

Subject to an Indemnitee complying with the procedures in clause 4 below, RGHL shall indemnify each Indemnitee against all legal expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) (collectively, the “Indemnified Liabilities”) incurred by an Indemnitee or on an Indemnitee’s behalf in connection with any proceeding resulting from or relating to decisions the Indemnitee made or any actions the Indemnitee took on behalf of the U.S. Obligor in his or her capacity as a director or officer of that company in connection with any Transactions or the approval or execution of any Transaction Document or associated corporate authorization or resolutions or documents in relation to the Transactions.

3. Limitations on Indemnification

Notwithstanding any other provision of this Agreement, an Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that such indemnification is not permitted by applicable laws; or

(b) to the extent such Indemnified Liabilities are the result of the gross negligence, bad faith or wilful misconduct of the Indemnitee; or

(c) to the extent that payment is actually made, or for which payment is available, to or on behalf of the relevant Indemnitee under an insurance policy, except in respect of any amount in excess of the limits of liability of such policy or any applicable deductible for such policy; or

(d) to the extent that payment has or will be made to the relevant Indemnitee by the U.S. Obligor or any affiliate of RGHL otherwise than pursuant to this Agreement; or

(e) in connection with any proceeding (or part thereof) or appeal in relation to a proceeding initiated by an Indemnitee, unless:

(i) such indemnification is expressly required to be made by law;

(ii) the proceeding was authorised by the shareholder(s) (or other decision making organ) of the U.S. Obligor; or

(iii) such indemnification is provided by the U.S. Obligor, in its sole discretion, pursuant to the powers vested in the U.S. Obligor under applicable law.

4. Indemnification Procedure

4.1 To qualify for indemnification under this Agreement, each Indemnitee shall give RGHL notice in writing as soon as practicable of any proceeding in relation to that Indemnitee for which indemnification will or could be sought under this Agreement.

2

4.2 To obtain indemnification payments or advances under this Agreement, an Indemnitee shall submit to RGHL a written request therefore, together with such invoices or other supporting information as may be reasonably requested by RGHL and reasonably available to the relevant Indemnitee.

4.3 Subject to clauses 4.2 and 4.4, RGHL shall make such indemnification payment within 30 business days of receipt of such invoices and supporting information.

4.4 There shall be no presumption in favour of indemnification. If there is a dispute between RGHL and an Indemnitee as to whether that Indemnitee is entitled to indemnification, then independent legal counsel shall be selected by the board of directors of RGHL to make such determination. The selected independent legal counsel shall make such determination within 30 business days of being selected and the decision of such independent legal counsel shall be binding upon all RGHL and the relevant Indemnitee.

5. Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law.

6. Governing law

This Agreement shall be governed by and its provisions construed in accordance with New York law.

7. Amendments

No amendment or modification of this Agreement shall be effective unless it is approved in writing by each Indemnitee having the benefit of this Agreement.

8. Continuation of Agreement

This Agreement shall remain in effect in favor and for the benefit of each Indemnitee with respect to any action or failure to act of such Indemnitee during the term of service of such Indemnitee as a director or officer of the U.S. Obligor, whether or not the term of service of such Indemnitee has concluded.

3

IN WITNESS of which this Agreement has been executed and has been delivered on the date stated at the beginning of this Agreement for the benefit and in favour of each Indemnitee.

Reynolds Group Holdings Limited

/s/ Gregory Alan Cole

Name: Gregory Alan Cole

Title: Director

/s/ J. Ramsey

Signature of witness

Secretary

Occupation

Auckland

City of Residence

4

Schedule

Part A

U.S. Obligor

• International Tray Pads & Packaging, Inc.

5

Part B

List of Indemnitees

• John McGrath

• Joe Doyle

• Michelle Mosier

6

EX-10.140

EXHIBIT 10.140

Deed Poll of Indemnification

Dated 18 December 2012

Reynolds Group Holdings Limited

for the benefit and in favour of

the Indemnitees defined in this Deed Poll of Indemnification

(Luxembourg – Beverage Packaging Holdings (Luxembourg) V S.A.)

Contents

Clause		Page
1.	Definitions		2
2.	Indemnification		2
3.	Limitations on Indemnification		2
4.	Indemnification Procedure		3
5.	Severability		3
6.	Governing law		3
7.	Amendments		3
8.	Continuation of Deed Poll		3
Schedule
1.	Part A: Luxembourg Obligor		6
2.	Part B: List of Indemnitees		7

THIS DEED POLL OF INDEMNIFICATION is made on 18 December 2012

BY:

Reynolds Group Holdings Limited, a company registered in New Zealand whose registered office is at c/o Bell Gully (GJM), Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand (“RGHL”);

IN FAVOUR AND FOR THE BENEFIT OF:

Each Indemnitee (as defined below).

BACKGROUND

A. The Luxembourg Obligor (as defined below) is an indirect subsidiary of RGHL and a member of the Reynolds group of companies (the “Reynolds Group”). The Luxembourg Obligor became a guarantor in respect of the Reynolds Group’s existing financing arrangements (the “Existing Financing Arrangements”) on 14 December 2012, and it is intended the Luxembourg Obligor will in the near future also become a security provider in respect of the Existing Financing Arrangements.

B. In addition, the Luxembourg Obligor may be required to take certain steps as may be necessary or desirable to effect other acquisitions, dispositions, financings, refinancings or corporate restructurings in connection with any future acquisition, disposition, financing, corporate restructuring or any other transaction entered into by members of the Reynolds Group, including, without limitation, by way of entry into any acquisition agreement, indenture, credit or other financing agreement, intercreditor agreement, guarantee, security document, purchase agreement, registration rights agreement or any other document, or any joinder to, or amendment or affirmation of, such document (each such transaction, a “Prospective Transaction”, and collectively, the “Prospective Transactions”).

(The Existing Financing Arrangements together with the Prospective Transactions are, collectively, the “Transactions”, and the documents relating to the Transactions, are collectively, the “Transaction Documents”.)

C. RGHL has agreed to provide an indemnity to the Indemnitees (as defined below) in respect of the Transactions, as further described below.

It is the intention of RGHL that this document be executed as a deed poll (this “Deed Poll”) in favour and for the benefit of each Indemnitee.

THIS DEED POLL WITNESSES as follows:

1. Definitions

“Indemnitee” means each person listed in Part B of the Schedule to this Deed Poll and, after the date of this Deed Poll, any person serving as or elected to or appointed to serve as a director or supervisory board member of the Luxembourg Obligor; and

“Luxembourg Obligor” means each company listed in Part A of the Schedule to this Deed Poll.

2. Indemnification

Subject to an Indemnitee complying with the procedures in clause 4 below, RGHL shall indemnify each Indemnitee against all legal expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) (collectively, the “Indemnified Liabilities”) incurred by an Indemnitee or on an Indemnitee’s behalf in connection with any proceeding resulting from or relating to decisions the Indemnitee made or any actions the Indemnitee took on behalf of a Luxembourg Obligor in his or her capacity as a director or supervisory board member of that company in connection with any Transactions or the approval or execution of any Transaction Document or associated corporate authorization or resolutions or documents in relation to the Transactions.

3. Limitations on Indemnification

Notwithstanding any other provision of this Deed Poll, an Indemnitee shall not be entitled to indemnification under this Deed Poll:

(a) to the extent that such indemnification is not permitted by applicable laws; or

(b) to the extent such Indemnified Liabilities are the result of the gross negligence, bad faith or wilful misconduct of the Indemnitee; or

(c) to the extent that payment is actually made, or for which payment is available, to or on behalf of the relevant Indemnitee under an insurance policy, except in respect of any amount in excess of the limits of liability of such policy or any applicable deductible for such policy; or

(d) to the extent that payment has or will be made to the relevant Indemnitee by a Luxembourg Obligor or any affiliate of RGHL otherwise than pursuant to this Deed Poll; or

(e) in connection with any proceeding (or part thereof) or appeal in relation to a proceeding initiated by an Indemnitee, unless:

(i) such indemnification is expressly required to be made by law;

(ii) the proceeding was authorised by the shareholder(s) (or other decision making organ) of the relevant Luxembourg Obligor; or

(iii) such indemnification is provided by the relevant Luxembourg Obligor, in its sole discretion, pursuant to the powers vested in the Luxembourg Obligor under applicable law.

2

4. Indemnification Procedure

4.1 To qualify for indemnification under this Deed Poll, each Indemnitee shall give RGHL notice in writing as soon as practicable of any proceeding in relation to that Indemnitee for which indemnification will or could be sought under this Deed Poll.

4.2 To obtain indemnification payments or advances under this Deed Poll, an Indemnitee shall submit to RGHL a written request therefore, together with such invoices or other supporting information as may be reasonably requested by RGHL and reasonably available to the relevant Indemnitee.

4.3 Subject to clauses 4.2 and 4.4, RGHL shall make such indemnification payment within 30 business days of receipt of such invoices and supporting information.

4.4 There shall be no presumption in favour of indemnification. If there is a dispute between RGHL and an Indemnitee as to whether that Indemnitee is entitled to indemnification, then independent legal counsel shall be selected by the board of directors of RGHL to make such determination. The selected independent legal counsel shall make such determination within 30 business days of being selected and the decision of such independent legal counsel shall be binding upon all RGHL and the relevant Indemnitee.

5. Severability

If any provision or provisions of this Deed Poll shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions of this Deed Poll shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law.

6. Governing law

This Deed Poll shall be governed by and its provisions construed in accordance with New Zealand law.

7. Amendments

No amendment or modification of this Deed Poll shall be effective unless it is approved in writing by each Indemnitee having the benefit of this Deed Poll.

8. Continuation of Deed Poll

This Deed Poll shall remain in effect in favor and for the benefit of each Indemnitee with respect to any action or failure to act of such Indemnitee during the term of service of such Indemnitee as a director or supervisory board member of the relevant Luxembourg Obligor, whether or not the term of service of such Indemnitee has concluded.

3

IN WITNESS of which this Deed Poll has been executed and has been delivered on the date stated at the beginning of this Deed Poll for the benefit and in favour of each Indemnitee.

Reynolds Group Holdings Limited
/s/ Gregory Alan Cole
Name:	Gregory Alan Cole
Title:	Director

[Illegible]

Signature of witness

[Illegible]

Occupation

Auckland

City of Residence

5

Schedule

Part A

Luxembourg Obligor

• Beverage Packaging Holdings (Luxembourg) V S.A.

6

Part B

List of Indemnitees

• Pascal Beckers

• Alexis de Montpellier

• Shao Tchin Chan

• Mark Dunkley

• Andrew Liddell

• Allen Hugli

7

EX-12.1

EXHIBIT 12.1

Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31,															Nine Months Ended September 30,
	2007			2008			2009			2010			2011			2011			2012
Earnings
Pre-tax income (loss) from continuing operations	$	(141	)	$	(250	)	$	266		$	(19	)	$	(473	)	$	(451	)	$	(213	)
Distributed income of equity investees		—			—			1			4			8			6			6
Fixed charges		230			424			399			655			1,374			942			1,148
Less:
Share of profit of associates and joint ventures, net of income tax		(4	)		(6	)		(11	)		(18	)		(17	)		(14	)		(19	)
Non-controlling interests		—			—			—			—			(2	)		(1	)		(1	)
Interest capitalized		—			(1	)		(3	)		(1	)		(4	)		(3	)		(2	)
Earnings	$	85		$	167		$	652		$	621		$	886		$	479		$	919
Fixed Charges
Interest expense and capitalized	$	200		$	379		$	317		$	512		$	1,129		$	773		$	1,090
Amortized premiums, discounts and capitalized expenses related to indebtedness		24			29			29			30			204			137			31
Fair value adjustment of acquired notes		—			—			—			(1	)		—			—			—
Graham Packaging Notes tender offer fees		—			—			—			—			5			5			—
Unamortized debt issue costs written off		—			—			36			—			—			—			—
2010 debt commitment letter & related costs		—			—			—			97			—			—			—
Estimate of interest in rental expense		6			16			17			17			36			27			27
Total fixed charges	$	230		$	424		$	399		$	655		$	1,374		$	942		$	1,148
Ratio of Earnings to Fixed Charges		—			—			1.6x			—			—			—			—
Additional Pre-Tax Earnings to Achieve 1:1 Ratio	$	145		$	257		$	(253	)	$	34		$	488		$	463		$	229

EX-21.1

Exhibit 21.1

List of RGHL Subsidiaries

	Country of Incorporation
Alusud Argentina S.R.L.	Argentina
Graham Packaging Argentina S.A.	Argentina
Graham Packaging San Martin S.A.	Argentina
Lido Plast San Luis S.A.	Argentina
SIG Combibloc Argentina S.R.L.	Argentina
Whakatane Mill Australia Pty Limited	Australia
SIG Austria Holding GmbH	Austria
SIG Combibloc GmbH	Austria
SIG Combibloc GmbH & Co KG	Austria
Gulf Closures W.L.L.	Bahrain
Graham Packaging Belgium BVBA	Belgium
Graham Packaging Lummen BVBA	Belgium
Closure Systems International (Brazil) Sistemas de Vedacao Ltda.	Brazil
Graham Packaging do Brasil Industria e Comercio S.A.	Brazil
Graham Packaging Parana, Ltda.	Brazil
Resin Rio Comercio Ltda.	Brazil
SIG Beverages Brasil Ltda.	Brazil
SIG Combibloc Do Brasil Ltda.	Brazil
CSI Latin American Holdings Corporation	British Virgin Islands
Reynolds Consumer Products Bulgaria EOOD	Bulgaria
Evergreen Packaging Canada Limited	Canada
Graham Packaging Canada Company	Canada
Pactiv Canada, Inc.	Canada
Alusud Embalajes Chile Ltda.	Chile
SIG Combibloc Chile Limitada	Chile
Closure Systems International (Guangzhou) Limited	China
Closure Systems International (Wuhan) Limited	China
CSI Closure Systems (Hangzhou) Co., Ltd.	China
CSI Closure Systems (Tianjin) Co., Ltd.	China
Dongguan Pactiv Packaging Co., Ltd.	China
Evergreen Packaging (Shanghai) Co., Limited	China
Graham Packaging Trading (Shanghai) Co., Ltd.	China

1

	Country of Incorporation
Graham Packaging (Guangzhou) Co., Ltd.	China
Reynolds Metals (Shanghai) Ltd.	China
SIG Combibloc (Suzhou) Co. Ltd.	China
Zhejiang Zhongbao Pactiv Packaging Co., Ltd.	China
Alusud Embalajes Colombia Ltda.	Colombia
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Costa Rica
SIG Combibloc s.r.o.	Czech Republic
Closure Systems International (Egypt) LLC	Egypt
Evergreen Packaging de El Salvador S.A. de C.V.	El Salvador
Graham Packaging Company OY	Finland
Graham Packaging Europe SNC	France
Graham Packaging France, S.A.S.	France
Graham Packaging Normandy S.A.R.L.	France
Graham Packaging Villecomtal S.A.R.L.	France
SIG Combibloc S.A.R.L.	France
Closure Systems International Deutschland GmbH	Germany
Closure Systems International Holdings (Germany) GmbH	Germany
Omni-Pac Ekco GmbH Verpackungsmittel	Germany
Omni-Pac GmbH Verpackungsmittel	Germany
Pactiv Deutschland Holdinggesellschaft mbH	Germany
Pactiv Forest Products GmbH	Germany
SIG Beteiligungs GmbH	Germany
SIG Beverages Germany GmbH	Germany
SIG Combibloc GmbH	Germany
SIG Combibloc Holding GmbH	Germany
SIG Combibloc Systems GmbH	Germany
SIG Combibloc Zerspanungstechnik GmbH	Germany
SIG Euro Holding AG & Co. KGaA	Germany
SIG Information Technology GmbH	Germany
SIG International Services GmbH	Germany
Crystal Insurance Company Limited	Guernsey
SIG Asset Holdings Limited	Guernsey
Closure Systems International (Hong Kong) Limited	Hong Kong
Evergreen Packaging (Hong Kong) Limited	Hong Kong
Graham Packaging Asia Limited	Hong Kong
Roots Investment Holding Private Limited	Hong Kong

2

	Country of Incorporation
SIG Combibloc Limited	Hong Kong
CSI Hungary Manufacturing and Trading Limited Liability Company	Hungary
SIG Combibloc Kft.	Hungary
Closure Systems International (I) Private Limited	India
SIG Beverage Machinery and Systems (India) Pvt. Ltd. (In liquidation)	India
PT Graham Packaging Indonesia	Indonesia
Ha’Lakoach He’Neeman H’Sheeshim Ou’Shenayim Ltd.	Israel
Graham Packaging Company Italia S.r.l.	Italy
SIG Combibloc S.r.l	Italy
S.I.P. S.r.l. Societa Imballaggi Plastici S.r.l. (In liquidation)	Italy
Closure Systems International Holdings (Japan) KK	Japan
Closure Systems International Japan, Limited	Japan
Graham Packaging Japan Godo Kaisha	Japan
Closure Systems International (Korea), Ltd.	Korea
Evergreen Packaging Korea Limited	Korea
SIG Combibloc Korea Ltd.	Korea
Beverage Packaging Factoring (Luxembourg) S.à r.l	Luxembourg
Beverage Packaging Holdings (Luxembourg) I S.A.	Luxembourg
Beverage Packaging Holdings (Luxembourg) II S.A.	Luxembourg
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	Luxembourg
Beverage Packaging Holdings (Luxembourg) IV S.à r.l	Luxembourg
Beverage Packaging Holdings (Luxembourg) V S.A.	Luxembourg
Beverage Packaging Holdings (Luxembourg) VI S.à r.l	Luxembourg
Evergreen Packaging (Luxembourg) S.à r.l	Luxembourg
Graham Packaging European Holdings (Luxembourg) S.à r.l	Luxembourg
Graham Packaging European Holdings (Luxembourg) I S.à r.l	Luxembourg
Graham Packaging European Holdings (Luxembourg) II S.à r.l.	Luxembourg
Reynolds Group Issuer (Luxembourg) S.A.	Luxembourg
Asesores y Consultores Graham, S. de R.L. de C.V.	Mexico
Bienes Industriales del Norte, S.A. de C.V.	Mexico
CSI En Ensenada, S. de R.L. de C.V.	Mexico
CSI En Saltillo, S. de R.L. de C.V.	Mexico

3

	Country of Incorporation
CSI Tecniservicio, S. de R.L. de C.V.	Mexico
Evergreen Packaging Mexico, S. de R.L. de C.V.	Mexico
Graham Packaging Plastic Products de Mexico S. de R.L. de C.V.	Mexico
Grupo Corporativo Jaguar, S.A. de C.V.	Mexico
Grupo CSI de México, S. de R.L. de C.V.	Mexico
Middle America M.A., S.A. de C.V. (In liquidation)	Mexico
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Mexico
Pactiv Mexico, S. de R.L. de C.V.	Mexico
Reynolds Metals Company de Mexico, S. de R.L. de C.V.	Mexico
Servicio Terrestre Jaguar, S.A. de C.V.	Mexico
Servicios Industriales Jaguar, S.A. de C.V.	Mexico
Servicios Integrales de Operacion S.A. de C.V.	Mexico
Servicios Graham Packaging S. de R.L. de C.V.	Mexico
SIG Combibloc México S.A. de C.V.	Mexico
SIG Simonazzi México S.A. de C.V. (In liquidation)	Mexico
Tecnicos de Tapas Innovativas, S.A. de C.V.	Mexico
Closure Systems International Nepal Private Limited	Nepal
Beverage Packaging Holdings (Netherlands) B.V.	Netherlands
Closure Systems International B.V.	Netherlands
Evergreen Packaging International B.V.	Netherlands
Graham Packaging Company B.V.	Netherlands
Graham Packaging Holdings B.V.	Netherlands
Graham Packaging Zoetermeer B.V.	Netherlands
Pactiv Europe B.V.	Netherlands
Reynolds Consumer Products International B.V.	Netherlands
Reynolds Packaging International B.V.	Netherlands
SIG Combibloc B.V.	Netherlands
Whakatane Mill Limited	New Zealand
Alusud Peru S.A.	Peru
Closure Systems International (Philippines), Inc.	Philippines
Graham Packaging Poland Sp. z.o.o.	Poland
Omni Pac Poland Sp. z.o.o.	Poland
SIG Combibloc Sp. z.o.o.	Poland
CSI Vostok Limited Liability Company	Russia
OOO SIG Combibloc	Russia
Pactiv Asia Pte Ltd.	Singapore

4

	Country of Incorporation
Closure Systems International España, S.L.U	Spain
Closure Systems International Holdings (Spain), S.A.	Spain
Graham Packaging Iberica S.L.	Spain
Reynolds Food Packaging Spain, S.L.U.	Spain
SIG Combibloc S.A.	Spain
SIG Combibloc AB	Sweden
SIG allCap AG	Switzerland
SIG Combibloc Procurement AG	Switzerland
SIG Combibloc (Schweiz) AG	Switzerland
SIG Combibloc Group AG	Switzerland
SIG Schweizerische Industrie-Gesellschaft AG	Switzerland
SIG Technology AG	Switzerland
Evergreen Packaging (Taiwan) Co. Limited	Taiwan
SIG Combibloc Taiwan Ltd.	Taiwan
SIG Combibloc Ltd.	Thailand
Closure Systems International Plastik Ithalat Ihracat Sanayi Ve Ticaret Limited Sirketi	Turkey
Graham Plastpak Plastik Ambalaj Sanayi A.S.	Turkey
SIG Combibloc Paketleme Ve Ticaret Limited Sirketi	Turkey
Bakers Choice Products, Inc.	U.S.A.
BCP/Graham Holdings L.L.C.	U.S.A.
Blue Ridge Holding Corp.	U.S.A.
Blue Ridge Paper Products Inc.	U.S.A.
BRPP, LLC	U.S.A.
Closure Systems International Americas, Inc.	U.S.A.
Closure Systems International Holdings Inc.	U.S.A.
Closure Systems International Inc.	U.S.A.
Closure Systems International Packaging Machinery Inc.	U.S.A.
Closure Systems Mexico Holdings LLC	U.S.A.
Coast-Packaging Company (California General Partnership)	U.S.A.
CSI Mexico LLC	U.S.A.
CSI Sales & Technical Services Inc.	U.S.A.
Evergreen Packaging Inc.	U.S.A.
Evergreen Packaging International (US) Inc.	U.S.A.
Evergreen Packaging USA Inc.	U.S.A.
Graham Packaging Acquisition Corp.	U.S.A.
Graham Packaging GP Acquisition LLC	U.S.A.

5

	Country of Incorporation
Graham Packaging Comerc USA LLC	U.S.A.
Graham Packaging Company Europe LLC	U.S.A.
Graham Packaging Company Inc.	U.S.A.
Graham Packaging Company, L.P.	U.S.A.
Graham Packaging Controllers USA LLC	U.S.A.
Graham Packaging Holdings Company	U.S.A.
Graham Packaging International Plastic Products Inc.	U.S.A.
Graham Packaging Latin America, LLC	U.S.A.
Graham Packaging LC, L.P.	U.S.A.
Graham Packaging Leasing USA LLC	U.S.A.
Graham Packaging LP Acquisition LLC	U.S.A.
Graham Packaging Minster LLC	U.S.A.
Graham Packaging PET Technologies Inc.	U.S.A.
Graham Packaging Plastic Products Inc.	U.S.A.
Graham Packaging Poland, L.P.	U.S.A.
Graham Packaging PX Company	U.S.A.
Graham Packaging PX Holding Corporation	U.S.A.
Graham Packaging PX, LLC	U.S.A.
Graham Packaging Regioplast STS Inc.	U.S.A.
Graham Packaging Technological Specialties LLC	U.S.A.
Graham Packaging West Jordan, LLC	U.S.A.
Graham Recycling Company, L.P.	U.S.A.
GPACSUB LLC	U.S.A.
GPC Capital Corp. I	U.S.A.
GPC Capital Corp. II	U.S.A.
GPC Holdings LLC	U.S.A.
GPC Opco GP LLC	U.S.A.
GPC Sub GP LLC	U.S.A.
International Tray Pads & Packaging Inc.	U.S.A.
Pactiv Germany Holdings, Inc.	U.S.A.
Pactiv International Holdings Inc.	U.S.A.
Pactiv LLC	U.S.A.
Pactiv Management Company LLC	U.S.A.
Pactiv NA II LLC	U.S.A.
Pactiv Packaging Inc.	U.S.A.
PCA West Inc.	U.S.A.
RenPac Holdings Inc.	U.S.A.
Reynolds Consumer Products Holdings LLC	U.S.A.

6

	Country of Incorporation
Reynolds Consumer Products Inc.	U.S.A.
Reynolds Group Holdings Inc.	U.S.A.
Reynolds Group Issuer Inc.	U.S.A.
Reynolds Group Issuer LLC	U.S.A.
Reynolds Manufacturing, Inc.	U.S.A.
Reynolds Presto Products Inc.	U.S.A.
Reynolds Services Inc.	U.S.A.
SIG Combibloc Inc.	U.S.A.
SIG Holding USA, LLC	U.S.A.
Southern Plastics, Inc.	U.S.A.
Alpha Products (Bristol) Limited	United Kingdom
Closure Systems International (UK) Limited	United Kingdom
Graham Packaging European Services Limited.	United Kingdom
Graham Packaging Plastics Limited	United Kingdom
Graham Packaging U.K. Limited	United Kingdom
IVEX Holdings, Ltd.	United Kingdom
J. & W. Baldwin (Holdings) Limited	United Kingdom
Kama Europe Limited	United Kingdom
Omni-Pac UK Limited	United Kingdom
Pactiv (Caerphilly) Limited	United Kingdom
Pactiv (Films) Limited	United Kingdom
Reynolds Consumer Products (UK) Limited	United Kingdom
Reynolds Subco (UK) Limited	United Kingdom
SIG Combibloc Limited	United Kingdom
SIG Holdings (UK) Ltd.	United Kingdom
The Baldwin Group Ltd.	United Kingdom
Alusud Venezuela S.A.	Venezuela
Graham Packaging Plasticos de Venezuela C.A	Venezuela
SIG Vietnam Ltd.	Vietnam

7

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form F-4 of Reynolds Group Holdings Limited of our report dated December 20, 2012 relating to the financial statements of Reynolds Group Holdings Limited, our report dated December 20, 2012 relating to the financial statements of Beverage Packaging Holdings (Luxembourg) I S.A., and our report dated December 20, 2012 relating to the combined financial statements of Beverage Packaging Holdings Group, each of which appear in such Registration Statement. We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

December 21, 2012

EX-23.2

Exhibit 23.2

December 21, 2012

To the Board of Directors of

Reynolds Group Holdings Limited

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form F-4 of Reynolds Group Holdings Limited of our report dated July 8, 2011 relating to the carve-out combined financial statements of Dopaco, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP ¹

Montréal, Canada

¹  CPA auditor, CA, public accountancy permit No. A126402

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 26, 2010, except for Notes 1, 18 and 19, as to which the date is July 11, 2011, with respect to the consolidated financial statements of Pactiv Corporation included in Amendment No. 1 to the Registration Statement (Form F-4) and related Prospectus of Reynolds Group Holdings Limited for the 5.750% Senior Secured Notes due 2020 and the related guarantees by Reynolds Group Holdings Limited and other registrants named in the Registration Statement.

/s/ Ernst & Young LLP

Chicago, Illinois

December 21, 2012

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-185285 on Form F-4 of our report dated February 24, 2011 (October 19, 2011, as to Note 30, and April 6, 2012, as to Note 31), relating to the consolidated financial statements of Graham Packaging Company Inc., appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

December 21, 2012

EX-25.1

EXHIBIT 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)    ¨

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Reynolds Group Holdings Limited

(Exact name of obligor as specified in its charter)

New Zealand	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Group Issuer Inc.

(Exact name of obligor as specified in its charter)

Delaware	27-1086981
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Group Issuer LLC

(Exact name of obligor as specified in its charter)

Delaware	27-1087026
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Group Issuer (Luxembourg) S.A.

(Exact name of obligor as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Whakatane Mill Australia Pty Limited

(Exact name of obligor as specified in its charter)

Australia	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Austria Holding GmbH

(Exact name of obligor as specified in its charter)

Austria	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc GmbH

(Exact name of obligor as specified in its charter)

Austria	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 2 -

SIG Combibloc GmbH & Co KG

(Exact name of obligor as specified in its charter)

Austria	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International (Brazil) Sistemas de Vedação Ltda.

(Exact name of obligor as specified in its charter)

Brazil	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Beverages Brasil Ltda.

(Exact name of obligor as specified in its charter)

Brazil	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc do Brasil Ltda.

(Exact name of obligor as specified in its charter)

Brazil	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI Latin American Holdings Corporation

(Exact name of obligor as specified in its charter)

The British Virgin Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 3 -

Graham Packaging PX Company

(Exact name of obligor as specified in its charter)

California	95-3571918
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging PX, LLC

(Exact name of obligor as specified in its charter)

California	95-3585385
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Evergreen Packaging Canada Limited

(Exact name of obligor as specified in its charter)

Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Canada Inc.

(Exact name of obligor as specified in its charter)

Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI Closure Systems Manufacturing de Centro America,

Sociedad de Responsabilidad Limitada

(Exact name of obligor as specified in its charter)

Costa Rica	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 4 -

Bakers Choice Products, Inc.

(Exact name of obligor as specified in its charter)

Delaware	54-1440852
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

BCP/Graham Holdings L.L.C.

(Exact name of obligor as specified in its charter)

Delaware	52-2076130
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Blue Ridge Holding Corp.

(Exact name of obligor as specified in its charter)

Delaware	13-405826
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Blue Ridge Paper Products Inc.

(Exact name of obligor as specified in its charter)

Delaware	56-2136509
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Americas, Inc.

(Exact name of obligor as specified in its charter)

Delaware	13-4307216
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 5 -

Closure Systems International Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware	77-0710458
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Inc.

(Exact name of obligor as specified in its charter)

Delaware	25-1564055
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Packaging Machinery Inc.

(Exact name of obligor as specified in its charter)

Delaware	25-1533420
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems Mexico Holdings LLC

(Exact name of obligor as specified in its charter)

Delaware	74-3242904
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI Mexico LLC

(Exact name of obligor as specified in its charter)

Delaware	74-3242901
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 6 -

CSI Sales & Technical Services Inc.

(Exact name of obligor as specified in its charter)

Delaware	77-0710454
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Evergreen Packaging Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-8042663
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Evergreen Packaging USA Inc.

(Exact name of obligor as specified in its charter)

Delaware	76-0240781
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Evergreen Packaging International (US) Inc.

(Exact name of obligor as specified in its charter)

Delaware	33-0429774
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPACSUB LLC

(Exact name of obligor as specified in its charter)

Delaware	26-1127569
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 7 -

GPC Capital Corp. I

(Exact name of obligor as specified in its charter)

Delaware	23-2952403
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Capital Corp. II

(Exact name of obligor as specified in its charter)

Delaware	23-2952404
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Opco GP LLC

(Exact name of obligor as specified in its charter)

Delaware	23-2952405
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Sub GP LLC

(Exact name of obligor as specified in its charter)

Delaware	23-2952400
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging Acquisition Corp.

(Exact name of obligor as specified in its charter)

Delaware	75-3168236
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 8 -

Graham Packaging Company Inc.

(Exact name of obligor as specified in its charter)

Delaware	52-2076126
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging Company, L.P.

(Exact name of obligor as specified in its charter)

Delaware	23-2786688
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging LC, L.P.

(Exact name of obligor as specified in its charter)

Delaware	36-3735725
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging LP Acquisition LLC

(Exact name of obligor as specified in its charter)

Delaware	27-3420362
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging PET Technologies Inc.

(Exact name of obligor as specified in its charter)

Delaware	06-1088896
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 9 -

Graham Packaging Plastic Products Inc.

(Exact name of obligor as specified in its charter)

Delaware	95-2097550
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging PX Holding Corporation

(Exact name of obligor as specified in its charter)

Delaware	59-1748223
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging Regioplast STS Inc.

(Exact name of obligor as specified in its charter)

Delaware	34-1743397
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging GP Acquisition LLC

(Exact name of obligor as specified in its charter)

Delaware	27-3420526
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Holdings LLC

(Exact name of obligor as specified in its charter)

Delaware	45-2814255
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 10 -

Pactiv Germany Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	36-4423878
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv International Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware	76-0531623
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv LLC

(Exact name of obligor as specified in its charter)

Delaware	36-2552989
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Management Company LLC

(Exact name of obligor as specified in its charter)

Delaware	36-2552989
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Packaging Inc.

(Exact name of obligor as specified in its charter)

Delaware	74-3183917
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 11 -

PCA West Inc.

(Exact name of obligor as specified in its charter)

Delaware	76-0254972
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

RenPac Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware	45-3464426
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Consumer Products Holdings LLC

(Exact name of obligor as specified in its charter)

Delaware	77-0710450
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Consumer Products Inc.

(Exact name of obligor as specified in its charter)

Delaware	77-0710443
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Group Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware	27-1086869
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 12 -

Reynolds Manufacturing, Inc.

(Exact name of obligor as specified in its charter)

Delaware	45-3412370
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Presto Products Inc.

(Exact name of obligor as specified in its charter)

Delaware	76-0170620
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Services Inc.

(Exact name of obligor as specified in its charter)

Delaware	27-0147082
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Inc.

(Exact name of obligor as specified in its charter)

Delaware	56-1374534
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Holding USA, LLC

(Exact name of obligor as specified in its charter)

Delaware	22-2398517
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 13 -

Closure Systems International Deutschland GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Holdings (Germany) GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Omni-Pac Ekco GmbH Verpackungsmittel

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Omni-Pac GmbH Verpackungsmittel

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Deutschland Holdinggesellschaft mbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 14 -

SIG Beteiligungs GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Beverages Germany GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Holding GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Systems GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 15 -

SIG Combibloc Zerspanungstechnik GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Euro Holding AG & Co. KGaA

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Information Technology GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG International Services GmbH

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Asset Holdings Limited

(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 16 -

Closure Systems International (Hong Kong) Limited

(Exact name of obligor as specified in its charter)

Hong Kong	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Limited

(Exact name of obligor as specified in its charter)

Hong Kong	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI Hungary Manufacturing and Trading Limited Liability Company

(Exact name of obligor as specified in its charter)

Hungary	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Holdings (Japan) KK

(Exact name of obligor as specified in its charter)

Japan	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International Japan, Limited

(Exact name of obligor as specified in its charter)

Japan	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 17 -

Southern Plastics Inc.

(Exact name of obligor as specified in its charter)

Louisiana	72-0631453
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Beverage Packaging Holdings (Luxembourg) I S.A.

(Exact name of obligor as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Beverage Packaging Holdings (Luxembourg) III S.à. r.l.

(Exact name of obligor as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Beverage Packaging Holdings (Luxembourg) IV S.à. r.l.

(Exact name of obligor as specified in its charter)

Luxembourg	98-1033229
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Beverage Packaging Holdings (Luxembourg) V S.A.

(Exact name of obligor as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 18 -

Evergreen Packaging (Luxembourg) S.à. r.l.

(Exact name of obligor as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Bienes Industriales del Norte, S.A. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI en Ensenada, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI en Saltillo, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CSI Tecniservicio, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 19 -

Evergreen Packaging Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Grupo Corporativo Jaguar, S.A. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Grupo CSI de Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Foodservice Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Pactiv Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 20 -

Reynolds Metals Company de Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Técnicos de Tapas Innovativas, S.A. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Servicios Industriales Jaguar, S.A. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Servicio Terrestre Jaguar, S.A. de C.V.

(Exact name of obligor as specified in its charter)

Mexico	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International B.V.

(Exact name of obligor as specified in its charter)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 21 -

Evergreen Packaging International B.V.

(Exact name of obligor as specified in its charter)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Consumer Products International B.V.

(Exact name of obligor as specified in its charter)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Packaging International B.V.

(Exact name of obligor as specified in its charter)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Whakatane Mill Limited

(Exact name of obligor as specified in its charter)

New Zealand	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

BRPP, LLC

(Exact name of obligor as specified in its charter)

North Carolina	56-2206100
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 22 -

International Tray Pads & Packaging, Inc.

(Exact name of obligor as specified in its charter)

North Carolina	56-1783093
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging Minster LLC

(Exact name of obligor as specified in its charter)

Ohio	56-2595198
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Packaging Holdings Company

(Exact name of obligor as specified in its charter)

Pennsylvania	23-2553000
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Graham Recycling Company, L.P.

(Exact name of obligor as specified in its charter)

Pennsylvania	23-2636186
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG allCap AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 23 -

SIG Combibloc Group AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Procurement AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc (Schweiz) AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Schweizerische Industrie-Gesellschaft AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Technology AG

(Exact name of obligor as specified in its charter)

Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 24 -

SIG Combibloc Ltd.

(Exact name of obligor as specified in its charter)

Thailand	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Closure Systems International (UK) Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

IVEX Holdings, Ltd.

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

J. & W. Baldwin (Holdings) Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Kama Europe Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 25 -

Omni-Pac U.K. Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Consumer Products (UK) Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Reynolds Subco (UK) Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

SIG Combibloc Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

The Baldwin Group Limited

(Exact name of obligor as specified in its charter)

United Kindom	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

- 26 -

Graham Packaging West Jordan, LLC

(Exact name of obligor as specified in its charter)

Utah	04-3642518
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

c/o    Reynolds Group Holdings Limited Level Nine 148 Quay Street Auckland 1010 New Zealand
(Address of principal executive offices)	(Zip code)

5.750% Senior Secured Notes due 2020

and Guarantees of 5.750% Senior Secured Notes due 2020

(Title of the indenture securities)

- 27 -

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 28 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 29 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 19th day of December, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Catherine F. Donohue
	Name:	Catherine F. Donohue
	Title:	Vice President

- 30 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,515,000
Interest-bearing balances		105,065,000
Securities:
Held-to-maturity securities		8,701,000
Available-for-sale securities		90,712,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		31,000
Securities purchased under agreements to resell		1,191,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		28,311,000
LESS: Allowance for loan and lease losses		313,000
Loans and leases, net of unearned income and allowance		27,998,000
Trading assets		4,419,000
Premises and fixed assets (including capitalized leases)		1,226,000
Other real estate owned		5,000
Investments in unconsolidated subsidiaries and associated companies		1,046,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,426,000
Other intangible assets		1,493,000

Other assets	13,138,000
Total assets	264,966,000
LIABILITIES
Deposits:
In domestic offices	108,624,000
Noninterest-bearing	69,907,000
Interest-bearing	38,717,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	109,687,000
Noninterest-bearing	8,280,000
Interest-bearing	101,407,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	6,271,000
Securities sold under agreements to repurchase	1,025,000
Trading liabilities	6,204,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	2,858,000
Not applicable
Not applicable
Subordinated notes and debentures	1,065,000
Other liabilities	9,201,000
Total liabilities	244,935,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,708,000
Retained earnings	9,103,000
Accumulated other comprehensive income	-265,000
Other equity capital components	0
Total bank equity capital	19,681,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	20,031,000
Total liabilities and equity capital	264,966,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,        

Chief Financial Officer        

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein	Directors
Michael J. Kowalski

EX-99.1

EXHIBIT 99.1

FORM OF LETTER OF TRANSMITTAL

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

OFFER TO EXCHANGE

up to $3,250,000,000 aggregate principal amount of their 5.750% Senior Secured Notes due 2020 and related guarantees (CUSIP 761735 AN9 and U8002W AE7; ISIN US761735AN93 and USU8002WAE76) for a like principal amount of new 5.750% Senior Secured Notes due 2020 and related guarantees (CUSIP 761735 AP4; ISIN US761735AP42) which have been registered under the Securities Act

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY     , 2013 (WHICH DATE AND TIME ARE REFERRED TO AS THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED, IN WHICH CASE “EXPIRATION DATE” MEANS THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK MELLON

Delivery by Registered or Certified Mail, Hand Delivery or Overnight Courier:	Facsimile Transmissions: (Eligible Institutions Only)	To Confirm by Telephone or for Information Call:
The Bank of New York Mellon Corporate Trust – Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057	+1 732-667-9408 Attention: Mr. Christopher Landers	+1 315-414-3362

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO THE DEPOSITORY TRUST COMPANY (“DTC”) DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THERE IS NO PROCEDURE FOR GUARANTEED DELIVERY OF OLD NOTES.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENTATION IS COMPLETED.

The undersigned acknowledges that he, she or it has received the Prospectus, dated December     , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”), of Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), and this Letter of Transmittal (or a facsimile thereof, the “Letter of Transmittal”), which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange up to $3,250,000,000 aggregate principal amount of their 5.750% Senior Secured Notes due 2020 (the “Old Notes”), for a like principal amount of their new 5.750% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “New Notes”), from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions of the Exchange Offer, as set forth in the Prospectus and this Letter of Transmittal.

In the event of any conflict between the Prospectus and this Letter of Transmittal, the Prospectus shall govern. Terms used but not defined herein shall have the same meanings given to them in the Prospectus.

This Letter of Transmittal is to be completed by the Holders of Old Notes either if (i) tenders of Old Notes are to be made by book-entry transfer to the account(s) maintained by The Bank of New York Mellon (the “Exchange Agent”) at DTC pursuant to the procedures set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering” and an Agent’s Message, as defined below, is not delivered, or (ii) if Old Notes in certificated form are to be forwarded herewith.

Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgement that the tendering Holder has received and agrees to be bound by this Letter of Transmittal and that the Issuers may enforce this Letter of Transmittal against such Holder. By crediting the Old Notes to the Exchange Agent’s account(s) in DTC and by complying with applicable book-entry confirmation procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent an Agent’s Message, the tendering institution confirms on behalf of itself and the beneficial owner(s) of such Old Notes all provisions of this Letter of Transmittal, including all representations and warranties herein, applicable to it and to such beneficial owner(s) as fully as if it and such beneficial owner(s) had executed, and transmitted to the Exchange Agent, this Letter of Transmittal and completed all information required herein. Old Notes held by participants in DTC’s systems maybe delivered by book-entry transfer. There is no procedure for guaranteed delivery of Old Notes.

By crediting the Old Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an Agent’s Message (as defined above) to the Exchange Agent, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Please Note: By complying with the ATOP procedures to exchange Old Notes held in book-entry form through DTC, a holder will not be required to deliver this Letter of Transmittal to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering” in the Prospectus.

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DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

List below the Old Notes to which this Letter of Transmittal relates. If the space below is inadequate, the certificate number(s), principal amount(s) of Old Notes being tendered and any other required information should be listed on a separate signed schedule attached hereto. See Instruction 3. This form need not be completed by Holders tendering Old Notes by transmitting an Agent’s Message through DTC.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer:

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on the Old Note(s))	Certificate  Number (s) *	Aggregate Principal Amount Represented By Old Notes	Principal Amount Tendered **
	Total Principal Amount Tendered

* Need not be completed if Old Notes are being transferred by book-entry transfer. Such Holders should check the other boxes above as appropriate and provide all requested information.

** Unless otherwise indicated, it will be assumed that ALL Old Notes described above are being tendered. Old Notes may be tendered only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. See Instruction 4.

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¨ CHECK HERE IF CERTIFICATES REPRESENTING OLD NOTES ARE ENCLOSED HEREWITH.

Book-Entry Transfer

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT(S) MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

DTC Account Number(s)

Transaction Code Number(s)

Return of Non-Exchanged Old NotesTendered by Book-Entry Transfer

¨ CHECK HERE IF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER(S) SET FORTH ABOVE.

Exchanging Broker-Dealer

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name  

Address  

Telephone No.: 

Facsimile No.:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the Exchange Offer.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby tenders to the Issuers for exchange the above-described aggregate principal amount of the Old Notes. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby (1) irrevocably sells, assigns and transfers to the Issuers of its Old Notes all right, title and interest in and to all such Old Notes as are being tendered herewith and (2) irrevocably constitutes and appoints the Exchange Agent as its agent, attorney-in-fact and proxy (with full knowledge that the Exchange Agent is also acting as agent of the Issuers in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (a) deliver such Old Notes, or transfer ownership of such Old Notes, to the Issuers together with all accompanying evidences of transfer and authenticity to the Issuers, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (b) present such Old Notes for transfer, and transfer such Old Notes on the books of the Issuers, and (c) receive for the account of the Issuers all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby and that, when such Old Notes are accepted for exchange, the Issuers will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Old Notes tendered hereby are not subject to any adverse claims or proxies when such Old Notes are accepted for exchange by the Issuers. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, and the undersigned will comply with its obligations under the registration rights agreement referred to in the Prospectus with respect to the Old Notes being tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

By tendering Old Notes and executing this Letter of Transmittal, or transmitting an Agent’s Message in lieu thereof, the undersigned hereby represents and agrees that: (i) any New Notes acquired in exchange for Old Notes tendered hereby will be acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (ii) neither the Holder of such Old Notes nor any such other person has any arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act, (iii) the Holder of such Old Notes is not engaged in and does not intend to engage in a distribution of the New Notes, and (iv) neither the Holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or, if either the Holder of such Old Notes or any such other person is such an affiliate, the Holder of such Old Notes or any such other person, as applicable, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third

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parties, that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Issuers within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the SEC staff would make a similar determination with respect to the New Notes as it has made in previous no-action letters. If the undersigned or the person receiving the New Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that neither it nor such other person is engaged in, and does not intend to engage in, a distribution of New Notes, and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned or the person receiving the New Notes is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, the undersigned represents that the Old Notes to be exchanged for the New Notes were acquired by the undersigned or such other person, as applicable, as a result of market-making activities or other trading activities and acknowledges that the undersigned or such other person, as applicable, will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, neither the undersigned nor any such other person, as applicable, will be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any Holder of Old Notes who is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or who intends to participate in the Exchange Offer for the purpose of distributing the New Notes will not be able to rely on such interpretations of the staff of the SEC, will not be able to tender its Old Notes in the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of Old Notes unless such sale or transfer is made pursuant to an exemption from those requirements.

The SEC staff has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Old Notes) by delivery of the Prospectus. The Issuers have agreed that, they will make the Prospectus available for use in connection with the sale or transfer of New Notes (i) in the case of certain broker-dealers (as specified in the applicable registration rights agreement referenced in the Prospectus) (“Exchanging Dealers”) and initial purchasers (as specified in the applicable registration rights agreement referenced in the Prospectus) (“Initial Purchasers”), for a period of 180 days after the Expiration Date and (ii) in the case of any broker-dealer, for a period of 90 days after the Expiration Date. The Issuers have agreed that, for such periods of time, as applicable, they will make the Prospectus available to any such broker-dealer which elects to exchange Old Notes acquired for its own account as a result of market-making or other trading activities for New Notes pursuant to the Exchange Offer, for use in connection with any resale of any New Notes. In that regard, each Exchanging Dealer, Initial Purchaser or broker-dealer, by tendering such Old Notes and executing, or otherwise becoming bound by, this Letter of Transmittal, including by transmitting an Agent’s Message in lieu thereof, agrees that, upon receipt of notice from the Issuers of the occurrence of any event or the discovery of any fact which makes any statement contained in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events specified in the applicable registration rights agreement(s) referenced in the Prospectus with respect to the Old Notes tendered hereby, such Exchanging Dealer will suspend the sale of New Notes pursuant to the Prospectus until the Issuers (i) have amended or supplemented the Prospectus to correct such misstatement or omission, and the Exchanging Dealer has received a copy of such amended or supplemented Prospectus as filed with the SEC or (ii) have given notice that the sale of New Notes may be resumed, as the case may be.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the Exchange Offer.

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The name(s) and address(es) of the Holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, or if any tendered Old Notes are properly withdrawn in accordance with the procedures set forth in the Prospectus under “The Exchange Offer—Withdrawal of Tenders,” certificates for such non-exchanged, non-tendered or properly withdrawn Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to the account(s) indicated above maintained at DTC), without expense to the tendering Holder, as promptly as practicable following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering” and in the instructions attached hereto will, upon the Issuers’ acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuers may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the New Notes (and, if applicable, substitute certificates representing the Old Notes for any Old Notes not exchanged) be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account(s) indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions” below, the undersigned hereby directs that the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) be delivered to the undersigned at the address shown below the undersigned’s name in such box.

Holders of Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on such Old Notes for any period from and after the last interest payment date on which interest was paid or duly provided for on such Old Notes prior to the original issue date of the New Notes of the same series or, if no such interest has been paid or duly provided for on such Old Notes, will not receive any accrued interest on such Old Notes, and the undersigned waives the right to receive any such interest on such Old Notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for on such Old Notes, from and after the date of original issue of such Old Notes. The New Notes of each series will accrue interest from the last interest payment date on which interest was paid on the Old Notes of the same series or, if no interest has been paid on the Old Notes of such series, from the date of original issue of the Old Notes of such series.

All authority herein conferred or agreed to be conferred shall survive and shall not be affected by the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, OR TRANSMITTING AN AGENT’S MESSAGE IN LIEU THEREOF, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX.

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SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 2, 5 AND 6) To be completed ONLY if (i) New Notes and/or certificates for Old Notes not exchanged are to be issued in the name of someone other than the Holder of the Old Notes whose name(s) appear(s) above or (ii) Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to the account(s) maintained at DTC other than the account(s) indicated above. Issue: ¨ Old Notes to: ¨ New Notes to:
	Name
	(Please Print)
	Address
(Include Zip Code)
(Tax Identification or Social Security Number)
¨ Credit unexchanged Old Notes delivered by book-entry transfer to the DTC Account(s) set forth below:
		(DTC Account Number(s))

SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 5 AND 6) To be completed ONLY if New Notes and/or certificates for Old Notes not exchanged are to be delivered to (i) someone other than the Holder of the Old Notes whose name(s) appear(s) above or (ii) such Holder at an address other than that shown above. Deliver: ¨ Old Notes to: ¨ New Notes to:
	Name
	(Please Print)
	Address
(Include Zip Code)
(Tax Identification or Social Security Number)

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PLEASE COMPLETE AND SIGN BELOW

IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE THEREOF, OR AN AGENT’S MESSAGE IN LIEU THEREOF, TOGETHER WITH THE CERTIFICATES FOR OLD NOTES BEING TENDERED OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THERE IS NO PROCEDURE FOR GUARANTEED DELIVERY OF OLD NOTES.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX HEREIN.

IMPORTANT

ALL TENDERING HOLDERS: SIGN HERE

TO TENDER OLD NOTES IN THE EXCHANGE OFFER

(PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN

UNLESS AN AGENT’S MESSAGE IS DELIVERED THROUGH DTC)

Signature(s) of Holder(s)

Date:

(Must be signed by the registered Holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing or by any person(s) authorized to become the registered Holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information and see Instructions 2 and 5 below.)

Name(s):  

(Please Print)

Capacity (full title): 

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

Tax Identification Number, Social Security Number or Employer Identification Number: 

(SEE FORM W-9 HEREIN)

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GUARANTEE OF SIGNATURE(S)

(IF REQUIRED BY INSTRUCTION 2, 5 OR 6 BELOW)

Authorized Signature:                                                                                                                                              

Name:                                                                                                                                                                      

(Please Type or Print)

Title:                                                                                                                                                                        

Name of Firm:                                                                                                                                                          

Address:                                                                                                                                                                  

(Include Zip  Code)

Area Code and Telephone Number:                                                                                                                         

Date:                                                  

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal and Old Notes or Agent’s Message and Book-Entry Confirmations. This Letter of Transmittal is to be completed by the Holders of Old Notes either if (a) tenders of Old Notes are to be made pursuant to the procedures for tender by book-entry transfer to DTC set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering—How to Tender if You are a DTC Participant—Book Entry Transfer” and an Agent’s Message is not delivered or (b) Old Notes in certificated form are to be forwarded herewith. Certificates for Old Notes or confirmation of a book-entry transfer of Old Notes (“Book-Entry Confirmation”), along with an Agent’s Message or this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and, in any case, any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. Old Notes may be tendered only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. There is no procedure for guaranteed delivery of Old Notes.

The method of delivery of Old Notes, this Letter of Transmittal and all other required documents, including delivery of Old Notes through DTC and transmission of an Agent’s Message through DTC, is at the election and sole risk of the tendering Holder. Delivery will be deemed made only when all required documentation is actually received by the Exchange Agent. Delivery of documents or instructions to DTC in accordance with their procedures does not constitute delivery to the Exchange Agent. If delivery is by mail, then registered mail, properly insured, with return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent.

2. Signature Guarantees. Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes being surrendered for exchange are tendered (i) by a Holder of the Old Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution, as defined below. See Instruction 5.

3. Inadequate Space. If the space provided in the box captioned “Description of Old Notes” is inadequate, the certificate number(s) and the principal amount of Old Notes being tendered and any other required information should be listed on a separate signed schedule that is attached to this Letter of Transmittal.

4. Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry Transfer). If less than all of the Old Notes evidenced by any certificates submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Description of Old Notes—Principal Amount Tendered.” In such case, new certificate(s) for the remainder of the Old Notes not being tendered that were evidenced by the old certificate(s) submitted herewith will be issued and delivered, as promptly as practicable after the Expiration Date, to the Holder(s) of the Old Notes, unless otherwise indicated in the box(es) entitled “Special Issuance Instructions” or “Special Delivery Instructions,” as applicable. See Instruction 6. All of the Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Assignments and Endorsements. If this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

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If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuers, must submit proper evidence satisfactory to the Issuers, in their sole discretion, of each such person’s authority to so act.

When this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or separate bond power(s) is required unless New Notes are to be issued, or any unexchanged Old Notes are to be reissued, in the name of a person other than the registered Holder(s). Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

An “Eligible Institution” means an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a commercial bank or trust company having an office or correspondent in the United States that is a member in good standing of a medallion program recognized by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchanges Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”).

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the certificate(s) must be endorsed or accompanied by appropriate powers of attorney or bond powers, signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Issuers or the trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution.

6. Special Issuance and Delivery Instructions. If New Notes or substitute certificates for Old Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes or substitute certificates for Old Notes not exchanged are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account(s) maintained at DTC as such Holder may designate herein.

If no such instructions are given, New Notes and such Old Notes not exchanged will be returned to the name and address (or credited to the DTC account number(s)) of the person signing this Letter of Transmittal.

7. Irregularities; Waiver of Conditions. The Issuers will determine, in their sole discretion, all questions as to the validity, form and eligibility, time of receipt and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Issuers reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes if such acceptance might, in their judgment or the judgment of their counsel, be unlawful. The Issuers also reserve the absolute right to waive any defects or irregularities or conditions as to any particular Old Notes either before or after the Expiration Date, including the right to waive the ineligibility of any Holder who seeks to tender Old Notes in the Exchange Offer, whether or not similar defects or irregularities or conditions are waived in the case of other Holders. The Issuers’ interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. No tender of Old Notes will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Issuers, the Exchange Agent nor any other person shall be under any duty or obligation to give notice of any irregularity or defect with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notice.

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8. Taxpayer Identification Number; Backup Withholding; IRS Form W-9. U.S. federal income tax laws generally require that a tendering Holder provide the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, Request for Taxpayer Identification Number and Certification, below (the “IRS Form W-9”), which in the case of a Holder who is an individual, is his or her social security number. If the tendering Holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the Exchange Agent is not provided with the correct TIN, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, failure to provide the Exchange Agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the tendering Holder pursuant to the Exchange Offer at a current rate of 28%. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS.

Exempt Holders of the Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the enclosed instructions accompanying Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering Holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying, under penalties of perjury, that such Holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) such Holder is exempt from backup withholding, or (ii) such Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified such Holder that such Holder is no longer subject to backup withholding. If the Old Notes being tendered are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN and write “Applied For” in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing “Applied For” on the IRS Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Exchange Agent within 60 days of providing the IRS Form W-9, backup withholding will begin and continue until such Holder furnishes its TIN to the Exchange Agent.

A tendering Holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at the address on the face of this Letter of Transmittal.

FAILURE TO COMPLETE IRS FORM W-9, IRS FORM W-8BEN OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

To ensure compliance with Internal Revenue Service Circular 230, taxpayers are hereby notified that any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each taxpayer should seek advice based on its particular circumstances from an independent tax advisor.

9. No Conditional Tenders. No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal (or facsimile thereof) or transmission of an Agent’s Message in lieu thereof, shall waive any right to receive notice of the acceptance of Old Notes for exchange.

10. Mutilated, Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Old Notes have been mutilated, lost, destroyed or stolen, the Holder should promptly notify the Exchange Agent. The Holder will

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then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal or an Agent’s Message in lieu thereof and any related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen certificate(s) have been followed.

11. Withdrawal Rights. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent prior to such time, properly transmitted according to DTC’s procedures for electronic withdrawal or to the Exchange Agent at the address listed above. Any notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn, (iii) specify the principal amount of the Old Notes to be withdrawn, (iv) contain a statement that the tendering Holder is withdrawing its election to have such notes exchanged for New Notes, (v) except in the case of a notice of withdrawal transmitted according to DTC’s procedures for electronic withdrawal, be signed by the Holder in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the Old Notes register the transfer of the Old Notes in the name of the person withdrawing the tender, (vi) if certificates for Old Notes have been delivered to the Exchange Agent, specify the name in which the Old Notes are registered, if different from that of the withdrawing Holder, (vii) if certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of those certificates, specify the serial numbers of the particular certificates to be withdrawn, and, except in the case of a notice of withdrawal transmitted according to DTC’s procedures for electronic withdrawal, include a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless the tendering Holder is an Eligible Institution, and (viii) if Old Notes have been tendered using the procedure for book-entry transfer described in the Prospectus under “The Exchange Offer—Procedures for Tendering—How to Tender if You are a DTC Participant—Book Entry Transfer,” specify the name(s) and number(s) of the account(s) at DTC from which the Old Notes were tendered and the name(s) and number(s) of the account(s) at DTC to be credited with the withdrawn Old Notes, and otherwise comply with the procedures of DTC.

All questions as to the validity, form, eligibility and time of receipt of withdrawal notices will be determined by the Issuers, in their sole discretion, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the Exchange Offer. New Notes will not be issued in exchange for such withdrawn Old Notes unless the Old Notes so withdrawn are validly re-tendered. None of the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any notice of withdrawal nor shall any of them incur any liability for failure to give such notification. Any Old Notes that have been tendered but that are properly withdrawn in accordance with the procedures set forth in the Prospectus under “The Exchange Offer—Withdrawal of Tenders” will be returned to the Holder thereof or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account(s) at DTC using the book-entry procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering—How to Tender if You are a DTC Participant—Book Entry Transfer,” credited to the account(s) maintained at DTC without cost to such Holder as promptly as practicable after the expiration or termination of the Exchange Offer. Holders of Old Notes who have properly withdrawn Old Notes and wish to re-tender them may do so by following one of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering” at any time prior to the Expiration Date.

12. Security Transfer Taxes. Except as otherwise provided in this Instruction 12, Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes or substitute certificates for Old Notes not exchanged are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

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13. Questions, Requests for Assistance and Additional Copies. Questions and requests for assistance should be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus and this Letter of Transmittal may be obtained from the Exchange Agent.

IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE THEREOF, OR AN AGENT’S MESSAGE IN LIEU THEREOF, TOGETHER WITH THE CERTIFICATES FOR OLD NOTES BEING TENDERED OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY WILL BE DEEMED MADE ONLY WHEN ALL REQUIRED DOCUMENTATION IS ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS OR INSTRUCTIONS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

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Form W-9 (Rev. January 2011) Department of the Treasury             Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS.

Print or type         See Specific     Instructions     on page 2.	Name (as shown on your income tax return)
	Business name/disregarded entity name, if different from above
	Check appropriate box for federal tax classification (required): ¨ Individual/sole proprietor ¨ C Corporation ¨ S Corporation ¨ Partnership ¨ Trust/estate ¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) >                     ¨ Other (see instructions) >		Exempt payee ¨
	Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
	City, state, and ZIP code
	List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number         - - Employer identification number     -

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign         Here Signature of U.S. person >                                                           Date >                                                         

Form W-9 (Rev. 1-2011) Page 2

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 3

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Form W-9 (Rev. 1-2011) Page 4

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Form W-9 (Rev. 1-2011) Page 5

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/ disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/ disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Form W-9 (Rev. 1-2011) Page 6

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹  See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Form W-9 (Rev. 1-2011) Page 7

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Form W-9 (Rev. 1-2011) Page 8

What Name and Number To Give the Requester
For this type of account:	Give name and SSN of:
1.      Individual	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.      a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
b.      So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.      Sole proprietorship or disregarded entity owned by an individual	The owner3
6.      Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:	Give name and EIN of:
7.      Disregarded entity not owned by an individual	The owner
8.      A valid trust, estate, or pension trust	Legal entity4
9.      Corporate or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.    Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.    Partnership or multi-member LLC	The partnership
12.    A broker or registered nominee	The broker or nominee
13.    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.    Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²  Circle the minor’s name and furnish the minor’s SSN.

³  You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

Form W-9 (Rev. 1-2011) Page 9

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2

EXHIBIT 99.2

FORM OF LETTER TO NOMINEE

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING

5.750% Senior Secured Notes due 2020

for

a Like Principal Amount of Corresponding New Notes

Registered Under the Securities Act of 1933, as amended (the “Securities Act”)

To: Registered Holders and the Depository Trust Company (“DTC”) Participants:

Enclosed are the materials listed below relating to the offer by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), to exchange their 5.750% Senior Secured Notes due 2020 (the “Old Notes”), for a like principal amount of their new 5.750% Senior Secured Notes due 2020 which have been registered under the Securities Act (the “New Notes”), from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Issuers’ Prospectus, dated December     , 2012, and the related Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Exchange Offer.”

Enclosed herewith are copies of the following documents:

1. Prospectus, dated December     , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”);

2. The Letter of Transmittal for your use and for the information of your clients;

3. A form of Letter to Clients which may be sent to your clients for whose account(s) you hold Old Notes registered in your name or the name of your nominee; and

4. An Instruction to the Registered Holder and/or DTC Participant from Beneficial Owner, with space provided for obtaining your clients’ instructions with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on January     , 2013 (the “Expiration Date”), unless the offer is extended, in which case “Expiration Date” means the latest date and time to which the Exchange Offer is extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each tendering Holder of Old Notes will represent to the Issuers that (i) any New Notes acquired in exchange for Old Notes tendered thereby will be acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the tendering Holder, (ii) neither such Holder nor any such other person has any arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act and (iii) neither such Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or, if it is such an affiliate, such Holder or any such other person, as applicable, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. Each tendering Holder that is, or is tendering Old Notes on behalf of any other person that is, a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, will represent to the Issuers that the Old Notes to be exchanged for the New Notes were acquired by such Holder or any such other person, as applicable, as a result of market-making activities or other trading activities, and acknowledges and represents that such Holder or any such other person, as applicable, will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By so acknowledging and representing, by delivering such a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder and/or DTC Participant from Beneficial Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Issuers will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Issuers will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 12 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Any inquiries you may have with respect to Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to The Bank of New York Mellon, the Exchange Agent for the Exchange Offer, at the address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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EX-99.3

EXHIBIT 99.3

FORM OF LETTER TO CLIENTS

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING

5.750% Senior Secured Notes due 2020

for

a Like Principal Amount of Corresponding New Notes

Registered Under the Securities Act of 1933, as amended (the “Securities Act”)

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY     , 2013 (WHICH DATE AND TIME ARE REFERRED TO AS THE “EXPIRATION DATE”), UNLESS EXTENDED, IN WHICH CASE “EXPIRATION DATE” MEANS THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Our Clients:

We are enclosing with this letter a Prospectus, dated December     , 2012, of Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”) and the related Letter of Transmittal (the “Letter of Transmittal”). These two documents together constitute the Issuers’ offer (the “Exchange Offer”) to exchange their 5.750% Senior Secured Notes due 2020 (the “Old Notes”), for a like principal amount of their new 5.750% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “New Notes”) from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions of the Exchange Offer. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange.

We are the Holder of record of Old Notes held by us for your own account. A tender of your Old Notes held by us can be made only by us as the registered Holder according to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, we will represent to the Issuers that:

• any New Notes acquired in exchange for tendered Old Notes by you will be acquired in the ordinary course of your business;

• you have no arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act;

• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

• if you are a broker-dealer that will receive New Notes for your own account in exchange for Old Notes, that the Old Notes to be exchanged for New Notes were acquired by you as a result of market-making activities or other trading activities, and you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OLD NOTES, PLEASE SO INSTRUCT US BY COMPLETING, SIGNING AND RETURNING TO US THE INSTRUCTION FORM BELOW.

If we do not receive written instructions in accordance with such form and the procedures set forth in the Prospectus and Letter of Transmittal, we will not tender any of your Old Notes.

Please read carefully the enclosed material as you consider the Exchange Offer.

Very truly yours,

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

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EX-99.4

EXHIBIT 99.4

FORM OF INSTRUCTION TO REGISTERED HOLDER AND/OR DTC

PARTICIPANT FROM BENEFICIAL OWNER

OF

REYNOLDS GROUP ISSUER INC.

REYNOLDS GROUP ISSUER LLC

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

5.750% Senior Secured Notes due 2020

To Registered Holder and/or Participant of the Depository Trust Company (“DTC”):

The undersigned hereby acknowledges receipt and review of the Prospectus, dated December     , 2012, (as the same may be amended or supplemented from time to time, the “Prospectus”) of Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”) and the related Letter of Transmittal (the “Letter of Transmittal”). These two documents together constitute the Issuers’ offer (the “Exchange Offer”) to exchange their 5.750% Senior Secured Notes due 2020 (the “Old Notes”), for a like principal amount of their new 5.750% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “New Notes”) from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions of the Exchange Offer, as set forth in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder and/or DTC participant, as to the action to be taken by you relating to Exchange Offer for the Old Notes held by you for the account of the undersigned.

The aggregate principal amount of each series of Old Notes held by you for the account of the undersigned is (fill in amount):

Title of Series of Notes Aggregate Principal Amount Held

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER all Old Notes held by you for the account of the undersigned.

¨ To TENDER the following aggregate principal amount of each series of Old Notes held by you for the account of the undersigned (insert aggregate principal amount of Old Notes to be tendered, if any):

Title of Series of Notes Aggregate Principal Amount To Tender

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

IF NO BOX IS CHECKED, A SIGNED AND RETURNED COPY OF THIS INSTRUCTION TO THE REGISTERED HOLDER AND/OR DTC PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

If the undersigned instructs you to tender any Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature

2

below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:

• any New Notes to be acquired by the undersigned will be acquired in the ordinary course of its business;

• the undersigned has no arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act;

• the undersigned is not an “affiliate” as defined in Rule 405 under the Securities Act of the Issuer or, if it is such an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

• if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, that the Old Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities, the undersigned acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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